Pantoro Ltd (ASX:PNR) welcomes news that the High Court of Justice in the United Kingdom has granted approval for a demerger scheme proposed by Tulla Resources Plc (ASX:TUL), along with an acquisition of the company by Pantoro.
This arrangement will see Pantoro consolidate 100% ownership and control of the producing Norseman Gold Project in Western Australia.
Takeover to proceed
Pantoro's acquisition of all the issued and to be issued ordinary share capital of Tulla will now proceed through the court-sanctioned takeover scheme.
Pantoro has already satisfied a financing condition by securing satisfactory arrangements to refinance and replace the existing debt facilities held by both Pantoro and Tulla.
The demerger involves Tulla's wholly-owned subsidiary, Phoenix Industrial Minerals Pty Ltd. The court order, made on June 19, 2023, follows the approval of the demerger scheme by holders of Tulla shares and CDIs at the Demerger Court Meeting on May 29, 2023.
Under the demerger scheme, shareholders and CDI holders of Tulla will receive three ordinary shares in Phoenix for each Tulla share or CDI held at the relevant record time.
The record time for CDI holders is set at 7:00pm AEST on June 21, 2023, while for shareholders it is 6:00pm BST on the same date. The details of the scheme can be found in the scheme circular released by Tulla on May 9, 2023.
Suspension of trading
The court's order will be lodged with the Registrar of Companies in the United Kingdom on June 21, 2023, marking the legal effectiveness of the demerger scheme under UK law.
As a result, Tulla will request the suspension of quotation for its CDIs on the ASX from the close of trading on June 22, 2023, and the next day Phoenix shares will be issued to Tulla shareholders and CDI holders in accordance with the terms of the demerger scheme.
This court approval signifies a significant step forward in the completion of the demerger scheme and the acquisition by Pantoro.
The successful execution of these schemes will have far-reaching implications for both Tulla and Pantoro, shaping their future operations and strategic direction.