The complex matter will be implemented via two inter-conditional schemes of arrangement
Clayton Utz is guiding an ASX-listed company on a complex transaction that involves a demerger and an acquisition by an overseas resources group.
The independent firm is advising Gindalbie Metals on the demerger of its wholly owned subsidiary, Coda Minerals, and the acquisition of the parent company by its Chinese joint-venture partner and major shareholder, Angang Group Hong Kong (Ansteel).
The Clayton Utz team is headed by partner Mark Paganin and special counsel Stephen Neale, who are supported by lawyers Benjamin Depiazzi and Matthew Johns.
Clayton Utz said that the transactions will be implemented through two inter-condition schemes of arrangement. The acquisition values Gindalbie at about $39m on a fully diluted basis.
Gindalbie plans demerge Coda through a capital reduction, which will result in Gindalbie shareholders receiving a pro-rata distribution of Coda equity at a yet-to-be-determined ratio. Ansteel’s offer for all Gindalbie shares it does not own is $0.026 per share.
The transactions are subject to approvals from Gindalbie shareholders, the courts, and regulatory authorities in Australia and China.