Scheme of Arrangement
MMA Offshore Limited (“MMA") has entered into a binding Scheme Implementation Deed (“SID”) with Cyan MMA Holdings Pty Limited ACN 675 840 196 (“Cyan”) for Cyan's proposed acquisition of 100% of the shares in MMA via a scheme of arrangement between MMA and its shareholders (“Scheme”).
Scheme Information
Access to Scheme Implementation Deed Access to Scheme Booklet
Access to Supplementary Scheme Booklet Access to Announcement - Scheme Becomes Effective
Results of Scheme Meeting
MMA Offshore Limited ("MMA") is pleased to announce that the requisite majorities of MMA shareholders today voted in favour of the proposed acquisition of 100% of the issued shares in MMA via scheme of arrangement (“Scheme”) by Cyan MMA Holdings Pty Limited, a wholly-owned subsidiary of Cyan Renewables Pte. Ltd.
Voting results
MMA advises that the resolution to approve the Scheme as set out in the notice of meeting included as Annexure D of the scheme booklet released to ASX on 27 May 2024, as supplemented by the supplementary scheme booklet released to ASX on 21 June 2024, was passed by the requisite majorities of MMA shareholders. The vote on the resolution was conducted by a poll.
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the proxies received and the votes cast on the resolution to approve the Scheme is included in Appendix 1 to this announcement.
In summary:
- 92.30% of the votes cast by MMA shareholders were in favour of the Scheme; and
- 65.20% of MMA shareholders present and voting (in person or by direct vote, proxy, attorney or corporate representative) voted in favour of the Scheme.
MMA will now submit the Scheme for approval by the Federal Court of Australia at the hearing currently scheduled to occur at 2.15pm (AWST) on Wednesday, 10 July 2024 ("Second Court Hearing")1.
1In addition to the condition requiring approval by the Australian Foreign Investment Review Board (which approval has now been received, as announced to the ASX by MMA on 3 July 2024), the Scheme is subject to certain customary conditions, the details of which are set out in the Scheme Implementation Deed (which was announced to the ASX on 25 March 2024, as varied by the Deed of Variation announced to the ASX on 20 June 2024). These documents together with the Scheme Booklet and Supplementary Scheme Booklet are available on the ASX website at www.asx.com.au and on MMA’s website at www.mmaoffshore.com/investor-centre/scheme-of-arrangement.
Indicative Timetable
Subject to the remaining conditions being satisfied or waived (if applicable), implementation of the Scheme is expected to occur on or about Thursday, 25 July 2024.
The key dates and times for the Scheme are as follows:
| Event |
Time and Date |
| Record Date for determining entitlements to the Scheme Consideration |
5:00 pm (AWST) on Thursday, 18 July 2024 |
| Implementation Date and date of payment of the Scheme Consideration |
Thursday, 25 July 2024 |
All stated dates and times in the above timetable are references to the date and time in Perth, Western Australia and all such dates and times are indicative only and subject to change. The actual timetable will depend on many factors outside the control of MMA, including the Court approval process and the satisfaction or waiver (where applicable) of the conditions of the Scheme. Certain times and dates are conditional on the approval of the Scheme by the Court. Any changes to the above timetable will be announced by MMA to ASX.
FAQ
Please refer to pages 19-27 of the Scheme Booklet.