In relation to the proposed acquisition of Newcrest Mining Limited by Newmont Overseas Holdings Pty Ltd, a wholly owned indirect Subsidiary of Newmont Corporation, the Federal Court of Australia made orders on 7 September 2023 that Newcrest convene and hold a meeting of Newcrest shareholders to consider and vote on the Scheme (Scheme Meeting), and approved distribution of the Scheme Booklet to Newcrest shareholders.
The Scheme Booklet sets out details of the proposed transaction and important matters relevant to your vote in relation to the Scheme.
Recommendation of Newcrest Directors
The Newcrest Directors unanimously recommend that Newcrest shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Newcrest shareholders. Subject to those same conditions, each Newcrest Director will vote, or procure the voting of, any Newcrest shares held or controlled by them, or held on their behalf, at the time of the Scheme Meeting in favour of the Scheme.
If you have any questions, please contact the Newcrest Shareholder Information Line on 1800 425 578 (within Australia) or +61 1800 425 578 (outside Australia), between 8.30am and 7.30pm (Melbourne time), Monday to Friday (excluding public holidays).
Information in relation to the Scheme Meeting can be found in the links below:
The Scheme Booklet outlines the main advantages and disadvantages of the proposed transaction, the key conditions and approvals required.
How to vote?
The Scheme can only be implemented if:
- it is approved by Newcrest Shareholders by the Requisite Majorities at the Scheme Meeting;
- it is approved by the Court at the Second Court Hearing; and
- the Conditions Precedent to the Scheme are satisfied or waived (where capable of waiver).
Newcrest Shareholders who are registered on the Newcrest Share register at 7.00pm (Melbourne time) on Wednesday, 11 October 2023 will be entitled to vote on the Scheme.
The Scheme Meeting is scheduled to be held at 10.30am (Melbourne time) on Friday 13 October 2023 at the RACV City Club, 501 Bourke Street, Melbourne, Victoria 3000. Newcrest Shareholders on the Australian Register and PNG Register may vote at the Scheme Meeting in person or by voting during the virtual Scheme Meeting at https://meetings.linkgroup.com/agm/NCMSCHEME/register or alternatively, they can submit a proxy:
- online at https://investorcentre.linkgroup.com or on a smartphone using the QR code on the Proxy and Voting Form. To do so Newcrest Shareholders will need their SRN/HIN and the postcode for their shareholding (if outside Australia);
- by post to Newcrest Mining Limited, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;
- by hand delivery during business hours to the Newcrest Share Registry, Link Market Services Limited at either Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 or Level 12, 680 George Street, Sydney NSW 2000; or
- by fax to Link Market Services Limited on +61 2 9287 0309.
Proxyholders will be emailed their proxy code by the Newcrest Share Registry 24 hours before the commencement of the Scheme Meeting. Newcrest Shareholders on the PNG register should refer to the Proxy and Voting Form for PNG specific contact information for lodgement by post, hand delivery, fax or email.
Proxy appointments and direct votes must be received by 10.30am (Melbourne time), Wednesday 11 October 2023 (for those holding Newcrest shares on the Canadian Register, your equivalent Eastern Time deadline is 7.30pm on Tuesday, 10 October 2023).
Newcrest Shareholders who are registered shareholders on the Canadian Register can vote:
- in person, by attending the Scheme Meeting held at the RACV City Club, 501 Bourke Street, Melbourne, Victoria 3000;
- online at www.meeting-vote.com by following the on-screen instructions or on their smartphone using the QR code on the Proxy and Voting Form;
- by proxy, by lodging a Proxy and Voting Form in one of the following ways:
- by scanning and emailing the form to firstname.lastname@example.org; or
- by mailing the form to TSX Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1.
TSX Trust Company must receive voting instructions by 7.30pm (Eastern Time) on Tuesday, 10 October 2023.
Newcrest shareholders who are non-registered holders on the Canadian Register should refer to the Notice of Scheme Meeting.