Evolution Mining has completed its acquisition of Carnaby Resources, becoming the registered holder of all Carnaby shares and issuing eligible holders 0.0682 Evolution shares for each Carnaby share. Carnaby is now moving to leave the ASX, with delisting expected after trading on 11 November.
- Evolution now holds all Carnaby shares
- Eligible holders receive 0.0682 Evolution shares per Carnaby share
- New Evolution shares expected to trade normally from 11 November
- Carnaby has applied for ASX delisting after 11 November trading
- Sale facility to handle consideration for certain excluded holders
Evolution takes full ownership of Carnaby
The takeover is no longer merely approved or legally effective: it has been implemented. Evolution Mining Limited (ASX:EVN) is now the registered holder of every share in Carnaby Resources Limited (ASX:CNB), completing the scheme of arrangement that shareholders approved on 26 October and the Supreme Court of Western Australia approved three days later.
The final step had been telegraphed in the scheme implementation timetable after court orders were lodged with ASIC. Carnaby says all shares not already held by Evolution were transferred today, ending the target company’s independent ownership structure.
Shareholders receive Evolution scrip
Eligible Carnaby shareholders recorded at 4pm AWST on 3 November have been issued 0.0682 new Evolution shares for every Carnaby share they held. The new Evolution shares are expected to begin normal settlement trading on the ASX on Wednesday, 11 November.
The exchange ratio is the same consideration put to shareholders when they backed the deal, following the Carnaby shareholder scheme approval in October. The announcement does not state the total number or market value of Evolution shares issued, so the filing itself does not provide a final dollar value for the consideration delivered.
Carnaby heads for ASX removal
Carnaby shares have been suspended from trading since the close of 30 October, and the company has applied to be removed from the ASX official list after trading on 11 November. If approved as expected, that will close the listed-market chapter for Carnaby shareholders, who will instead hold exposure through Evolution shares or, for some holders, cash generated by the sale facility.
Ineligible foreign shareholders and non-electing small parcel holders have had the Evolution shares they would otherwise receive issued to a sale agent. Those shares will be sold through the sale facility, with proceeds distributed under the scheme process. The timing and final amount of those payments are not specified in this announcement.
Bottom Line?
The transaction has moved from approval to ownership transfer; the immediate checks are normal trading in the new Evolution shares and confirmation of Carnaby’s ASX delisting.
Questions in the middle?
- When will the sale facility distribute proceeds to ineligible foreign and non-electing small parcel holders?
- What will be the total number and market value of Evolution shares issued under the scheme?
- Will Carnaby’s removal from the ASX official list be confirmed after 11 November trading?