MAC Copper Limited (NYSE:MTAL, ASX:MAC))) ("MAC" or the "Company") is pleased to announce that the Royal Court of Jersey ("Court") today ordered that meetings of MAC shareholders be held to consider the proposed acquisition of 100% of the issued share capital in MAC by Harmony Gold (Australia) Pty Ltd ("Harmony Australia") (a wholly owned subsidiary of Harmony Gold Mining Company Limited (JSE:HAR, NYSE:HMY) ("Harmony")) by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 ("Scheme") (the "Transaction").
Unless otherwise defined, capitalised terms used in this announcement have the meaning given to them in the Scheme Circular (as defined below).
Court orders
The Court has today made orders, among other things, that MAC:
- convene a meeting of Scheme Shareholders to consider and vote on a resolution to approve the Scheme ("Court Meeting"); and
- convene a meeting of MAC Shareholders immediately after the Court Meeting to approve certain other matters in connection with the implementation of the Transaction ("General Meeting").
The MAC Directors:
- continue to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and MAC Shareholders vote in favour of the General Meeting Resolution at the General Meeting; and
- intend to vote, or cause to be voted, all MAC Shares or MAC CDIs held or controlled by them (totalling 2.44% of the MAC Shares in aggregate) in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution at the General Meeting, in each case, in the absence of a Superior Proposal.
Scheme Circular
The Court approved the dispatch of a scheme circular, which, among other things, contains full details of the Scheme (the "Scheme Circular"). Dispatch of the Scheme Circular to MAC Shareholders and MAC CDI Holders at the Scheme Voting Record Time is expected to be completed on or about 4 August 2025 as follows:
- MAC Shareholders will receive a hard copy of the Scheme Circular and Proxy Forms by mail unless they have made an election to receive communications through electronic means, in which case they will receive an electronic copy;
- MAC CDI Holders will receive a hard copy of the Scheme Circular and CDI Voting Instruction Forms by mail unless they have made an election to receive communications through electronic means, in which case they will receive an electronic copy; and
- other beneficial holders will receive a hard copy of the Scheme Circular and any other voting instruction forms by mail or an electronic copy based on the elections made with the Intermediary that holds MAC Shares on their behalf.
A copy of the Scheme Circular is attached to this announcement and is also available for viewing on MAC's website at www.maccopperlimited.com.
MAC Securityholders should read the Scheme Circular carefully, and in its entirety, including the materials accompanying it, before deciding how to vote at the Court Meeting and the General Meeting.
If, after reading the Scheme Circular, you have any questions about the Scheme or the Scheme Circular, please contact MAC's proxy solicitation firm, Sodali & Co, at:
| If you are a MAC Shareholder Call toll-free in US: +1 (800) 662-5200 Outside of US: +1 (203) 658-9400 |
If you are a MAC CDI Holder Within Australia: 1300 229 418 Outside Australia: +61 2 9066 4059 |