ASX-listed Africa-focused base metals company Albidon has advised that its shareholders have approved the proposed 100% acquisition of the company by Jin Tuo Investment, a wholly owned subsidiary of Hong Kong-based Jinchuan Group Resources.On 27 March 2013, the company entered into a merger implementation agreement with Jin Tuo on behalf of Jinchuan Group pursuant to which it was proposed that Jin Tuo merge with and into the company by way of a statutory merger under the British Virgin Islands Business Companies Act, 2004. Albidon advised that shareholders approved the merger in accordance with both ASX listing Rule 10.1 and BVI law requirements at the company’s general meeting in Hong Kong. A breakdown of the results of the meeting is also tabled in a separate announcement lodged today with the Australian Securities Exchange (ASX). Albidon noted that the merger was approved by a clear majority of shareholders even after discounting Jinchuan’s vote, while its chairperson, Zhang Sanlin, reiterated that the merger was in the best interests of shareholders.
“I acknowledge that it has been a very tough few years for Albidon shareholders, however, with the merger today being approved, shareholders will now at least be able to recoup a portion of their investment and may be entitled to a tax deduction or capital loss which may be of some value,” he said.The company advised that the articles of merger were signed by Albidon and Jin Tuo following the general meeting and will be filed shortly. Once the articles of merger have been filed and a certificate of merger has been issued by the registrar in the BVI then the merger becomes effective. Jin Tuo will now pay US$0.0025 per share to all shareholders other than Jinchuan Group and CHESS Depository Nominees (CDN). Albidon shareholders and CHESS Depository Interests (CDI) holders (other than Jinchuan and CDN) will receive their merger consideration in the form of a cheque within 5 business days of the issue of the certificate of merger. The company’s shares will now no longer be listed on the ASX whilst Jin Tuo will be struck off the register of companies in the BVI.