Results of Shareholder Meetings
Published : August 14, 2012
( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  

QUEENSLAND, AUSTRALIA--(Marketwire - August 14, 2012) -


14 August 2012

                        ALLIED GOLD MINING PLC



                             BOARD CHANGE

Allied Gold Mining PLC ("Allied Gold" or the "Company") is pleased to
announce that at the Court and General Meetings convened earlier today
Allied Gold Shareholders approved all the resolutions proposed at both
meetings by the requisite majorities in respect of the proposed
acquisition by St Barbara Limited ("St Barbara") of the entire issued
and to be issued share capital of the Company (the "Acquisition") which
is being implemented by way of a scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). Full details of the Scheme were
set out in the circular to Shareholders dated 18 July 2012 (the Scheme

Mark Caruso, Chairman of Allied Gold, said "We are delighted to have
received the overwhelming support from our shareholders for this
transaction and look forward to its successful completion and to
creating, as part of St Barbara, a leading diversified, mid-tier gold

Court Meeting

The first meeting, convened in accordance with the order of the Court
(the "Court Meeting"), sought approval from Scheme Shareholders for the

The resolution proposed at the Court Meeting was decided on a poll. A
majority in number of Scheme Shareholders who voted (either in person
or by proxy), representing 99.98 per cent. by value of those Scheme
Shares voted, voted in favour of the resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was duly
passed on a poll vote. Details of the votes cast are as follows:

                                                           No. of Scheme
              No. of         % of    No. of      % of    Shares voted as
              Scheme       Scheme    Scheme    Scheme  a % of the issued
        Shareholders Shareholders    Shares    Shares   share capital of
           who voted    who voted     voted     voted        the Company

FOR             87         92.55  147,955,228     99.98          72.41

AGAINST          7          7.45       34,387      0.02           0.02

Allied Gold General Meeting

The Allied Gold General Meeting sought approval for a special
resolution proposed to approve implementation of the Scheme, to approve
the reduction of the capital of the Company and to approve certain
other related matters as set out in the Scheme Circular. The special
resolution was decided on a poll and duly passed. Details of the votes
cast are as follows:

                No. of                % of                        No. of
                Allied Gold    Allied Gold                   Allied Gold
                Shares              Shares                  Shares voted
                Voted at the  Voted at the    as a % of the issued share
                meeting            meeting        capital of the Company
FOR              144,757,413          99.98                       70.85

AGAINST               31,081           0.02                        0.01

TOTAL VOTE       144,788,494            100                       70.86
(excl. WITHHELD)

WITHHELD             577,973                                       0.28

In accordance with Listing Rule 9.6.2R, a copy of the special
resolution passed at the General Meeting has been submitted to the
National Storage Mechanism and will shortly be available for inspection

Board Change

In the light of shareholder approval of the Scheme and the impending
completion of the Acquisition, the Company also announces that Mr Frank
Terranova has decided to accelerate his departure from the Group and is
stepping down as Chief Executive with effect from 15 August 2012.

Next steps

Completion of the Acquisition remains subject to the satisfaction or
(if capable of waiver) waiver of the remaining Conditions, including
the sanction of the Scheme and confirmation of the associated capital
reduction by the High Court of Justice of England and Wales. The Board
and senior management of Allied Gold look forward to working closely
with St Barbara as both companies approach the integration planning
phase of the Acquisition over the coming weeks.

The date of the Court hearing to sanction the Scheme and confirm the
reduction of capital is expected to be on 30 August 2012.

It is intended that dealings in Allied Gold Shares will be suspended at
6.00 p.m. on 29 August 2012. The last day of trading in Allied Gold
CDIs on the ASX is intended to be 31 August 2012.

If the Court sanctions the Scheme and confirms the reduction of capital
it is intended that St Barbara will procure that Allied Gold makes
applications to: (i) cancel the listing of Allied Gold Shares on the
UKLA's Official List, (ii) cancel trading in Allied Gold Shares on the
London Stock Exchange's Main Market for listed securities and in Allied
Gold CDIs on the ASX, and (iii) de-list the Allied Gold Shares from the
Toronto Stock Exchange, with such cancellations/de-listings in each
case to take effect on or as soon as practicable after 7 September

Settlement of the consideration to which any holder of Scheme Shares is
entitled will be effected as soon as practicable after the date on
which the Scheme becomes effective and in any event not later than 14
days after that date. It is currently anticipated that the admission of
the St Barbara Consideration Shares to trading on the ASX will take
effect by 8.00 a.m. on 13 September 2012. Despatch of cheques in
respect of the Cash Consideration or settlement through CREST is
expected to occur by 13 September 2012.

The dates stated above are indicative only and will depend, among other
things, on the dates upon which the Court sanctions the Scheme and
confirms the associated reduction of capital and the date on which the
Conditions are satisfied or (if capable of waiver) waived. If any of
the times and/or dates above change, the revised times and/or dates
will be notified to Allied Gold Shareholders by announcement through a
Regulatory Information Service.


Terms and expressions in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the
Scheme Circular.


Allied Gold
Joe Dowling, General Manager Investor Relations          +61 403 369 232
and Communications
RBC (Financial Adviser and Corporate Broker to Allied Gold)

Stephen McPherson, Jonathan Stephens, M&A (UK)          +44 20 7653 4000
Duncan St John, M&A (Australia)                           +612 9033 3307
Stephen Foss, Matthew Coakes, Corporate Broking         +44 20 7653 4000

St Barbara

Ross Kennedy, Executive General Manager                   +613 8660 1903
Corporate Services/Company Secretary
Lazard (Lead Financial Adviser to St Barbara)

Eka Nirapathpongporn, Managing Director                   +613 9657 8414

Media Enquiries

Buchanan (UK Media Adviser to Allied Gold)

Bobby Morse                                             +44 20 7466 5000
James Strong                                            +44 20 7466 5000
Nightingale (Media Adviser to St Barbara)

Switchboard                                               +613 9614 6930
Tim Williamson                                           +61 458 680 130
Lisa Keenan                                              +61 409 150 771
StockWell (UK Media Adviser to St Barbara)

Switchboard                                             +44 20 3370 0013
Philip Gawith                                           +44 7887 954 048
Rob Morgan                                              +44 7557 413 275

RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to

Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.

Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.

Further information

This announcement is for information purposes only and does notconstitute
or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Scheme Document, which
contains the full terms and conditions of the Offer. Allied Gold and St
Barbara urge Allied Gold Shareholders to read the Scheme Document which
has been distributed to Scheme Shareholders (with the exception of
certain Excluded Overseas Shareholders), as it contains important
information relating to the Offer.

This announcement does not constitute a prospectus or prospectus
equivalent document.

This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.

Overseas shareholders

The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.

The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.

Further details in relation to overseas Allied Gold Shareholders are
contained in the Scheme Document.

The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is (a) a 'foreign private
issuer' as defined under Rule 3b-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and (b) a "designated foreign
issuer" under applicable Canadian securities laws. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under Australian law,
Canadian securities law or the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements and practices of Australian, Canadian or US shareholder
vote, proxy and tender offer rules. Financial information included in
the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of Australian, Canadian or US companies.

No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.

Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.

Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.

Publication on website

A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at and by no later than 12 noon (London time) on the
Business Day following the date of this announcement.

Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.

                    This information is provided by RNS
          The company news service from the London Stock Exchange


Contacts: RNS Customer Services 0044-207797-4400 Email Contact
Data and Statistics for these countries : Australia | Canada | Japan | United Kingdom | All
Gold and Silver Prices for these countries : Australia | Canada | Japan | United Kingdom | All

Allied Gold Ltd.

ISIN : AU000000ALD4
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
Projects & res.
Asset profile
Contact Cpy

Allied Gold is a gold development stage company based in Australia.

Allied Gold produces gold, copper in Papua New Guinea, and holds various exploration projects in Australia and in Papua New Guinea.

Its main assets in production are SIMBERI MINING JV and JOHNSON CAMP (COPPER CHIEF / BURRO) in Papua New Guinea and its main exploration properties are MT DROMEDARY JV and MONAKOFF in Australia and TABAR ISLANDS in Papua New Guinea.

Allied Gold is listed in Australia. Its market capitalisation is AU$ 35.8 billions as of today (US$ 25.8 billions, € 22.6 billions).

Its stock quote reached its lowest recent point on December 12, 2003 at AU$ 0.14, and its highest recent level on May 20, 2022 at AU$ 34.32.

Allied Gold has 1 042 206 569 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
In the News and Medias of Allied Gold Ltd.
4/11/2006Broker report
Financings of Allied Gold Ltd.
4/7/2011Completes A$93.8 Million Placement
Nominations of Allied Gold Ltd.
8/4/2011Mining PLC: Appointment of Joint Broker
6/13/2011: Executive Management Changes
1/8/2008 Appoints CEO as PNG mine readies for start
9/28/2007(Simberi Mining Jv) appoints PNG gold mine open pit operator
Project news of Allied Gold Ltd.
10/3/2011Mining PLC: Production Update
4/1/2011(Simberi Mining Jv): Simberi (PNG) Update-Plan to Recommence Production Later T...
Corporate news of Allied Gold Ltd.
8/14/2012Results of Shareholder Meetings
8/2/2012St Barbara / Allied Gold: FIRB Approval Received
7/18/2012Posting of Scheme Document
6/29/2012Recommended Offer for St Barbara Limited
6/20/2012Results of Annual General Meeting
5/31/2012Mining Announces Board Member Update
4/30/2012Activities Report for March Quarter (Q1) 2012
3/7/2012announces ASX Appendix 4E Correction
3/2/2012Notification of Major interest in Shares
2/6/2012Mining announces Simberi Support
2/6/2012Mining announces Simberi Support
1/24/2012Activities report for December quarter 2011
1/5/2012December 2011 Quarter Update
10/25/2011Mining PLC: Simberi Update
10/7/2011Mining PLC - Block Listing Application
9/9/2011Mining - FTSE Indices
8/31/2011Mining PLC: Exploration Update
8/24/2011Mining PLC: Proposed PNG legislation not expected to impact ...
7/11/2011Mining PLC: Voting Rights and Capital
6/30/2011Mining Plc: Completion of Schemes and Commencement of Dealin...
6/17/2011: Publication of Prospectus in Connection With Proposed Move...
6/6/2011: Notification of Approval of Shareholder and Optionholder S...
5/31/2011: Notification of Cancellation of Admission to Trading on AI...
5/10/2011: Scheme of Arrangement-Notice of Shareholder Meetings
5/5/2011: Scheme of Arrangement-Court Orders Convening of Scheme Mee...
4/20/2011: UK Main Market Listing and Scheme of Arrangement
3/23/2011Holds Official Re-Opening Ceremony at Gold Ridge Gold Mine
3/6/2011: Simberi (PNG) Gold Production March Quarter Guidance
2/28/2011: Gold Production Imminent Commissioning Begins-Gold Ridge, ...
3/19/2008announces promising early production in PNG
8/2/2007Major hedge coup for Allied Gold
Comments closed
Latest comment posted for this article
Be the first to comment
Add your comment
AU$ 34.32
05/20 15:47 0.020
Prev close Open
34.30 34.31
Low High
34.15 35.08
Year l/h YTD var.
27.90 -  34.59 15.71%
52 week l/h 52 week var.
26.18 -  34.59 21.19%
Volume 1 month var.
647,783 4.03%
24hGold TrendPower© : -8
Produces Copper
Explores for
Interactive chart Add to compare
Print Compare Export
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
Annual variation
5 years chart
3 months chart
3 months volume chart
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
announces expected non-cash impairment
AU$ 8.10-1.28%Trend Power :
Oceana Gold(Au)OGC.AX
AU$ 3.08+4.76%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.84+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
US$ 0.50-3.27%Trend Power :
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
Reduced Funding Requirement
GBX 0.70-4.39%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.02+0.00%Trend Power :
Closes Bridge Loan Financing
CA$ 3.40-7.36%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 10.65-1.30%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.30+1.72%Trend Power :
Q A April 2017 Quarterly Report
AU$ 0.28+1.82%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.76-2.22%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 69.92+0.59%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
2nd Quarter Report
AU$ 0.04+0.00%Trend Power :