Newcrest Mining — Merger or Acquisition (October 2023)
20 slides from Newcrest Mining's merger presentation, Oct 13, 2023
Slide 1: Market Release
Market Release 13 October 2023 Scheme Meeting – Chairman’s address and presentation slides Newcrest Mining Limited (ASX, TSX, PNGX: NCM) refers to the proposed scheme of arrangement under which Newcrest will be acquired by Newmont Corporation (via its subsidiary, Newmont Overseas Holdings Pty Ltd).
Slide 2: Chairman's Address
Newcrest Mining Limited - 2023 Scheme Meeting CHAIRMAN’S ADDRESS Good morning and thank you for joining us at this meeting of Newcrest Mining Limited. My name is Peter Tomsett, and I am the Chairman of your Board of Directors and the Chairman of this meeting. Let me begin today by acknowledging the
Slide 3: Chairman's Address (contd): Scheme Overview
The transaction is a testament to the success of Newcrest and the quality of our assets. Behind our success is a team of people, whose passion, drive to innovate and commitment to make a positive difference has enabled us to achieve a world class metals business. I would like to acknowledge and than
Slide 4: Board recommendation and reasons to vote
The Newcrest Directors consider that the scheme has the potential to realise greater benefits to Newcrest shareholders than any other alternative currently available, including Newcrest continuing as a standalone entity. At the time of this meeting, no superior proposal has emerged and the Newcrest
Slide 5: Independent Expert and relative contributions analysis
Independent Expert considers that as a scrip based transaction, relative contributions analysis is also useful and relevant. Over an extended period, Newcrest shareholders have consistently contributed approximately 25% of the market value of the Merged Group yet they are receiving approximately 32%
Slide 6: Special dividend and implementation
If the scheme is approved and becomes effective, Newcrest shareholders will receive a fully franked special dividend of US$1.10 per Newcrest share held by them as at the special dividend record date (being 7.00pm (Melbourne time) on Thursday, 19 October 2023). The special dividend will be paid on Fr
Slide 7: Scheme Meeting
Scheme Meeting 13 October 2023
Slide 8: Disclaimers
Disclaimers Forward Looking Statements This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions, including within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
Slide 9: Peter Tomsett, Chairman
Peter Tomsett Chairman 3
Slide 10: Procedural matters
Procedural matters In person Online • For those online, you can select “Get a Voting Card” at the top and bottom of your screen. • To cast a vote, select one of the options and select “submit vote”. • For those holding yellow admission cards, you How to can record your vote by marking the box either
Slide 11: Sherry Duhe, Interim Chief Executive Officer
Sherry Duhe Interim Chief Executive Officer 5
Slide 12: Scheme overview
Scheme overview Newmont Corporation (via its wholly owned subsidiary, Newmont Overseas Holdings Pty Ltd) to acquire 100% of the shares in Newcrest by way of a scheme of arrangement (Scheme) The proposed transaction followed many months of negotiation Will Newcrest shareholders receive Newmont betwee
Slide 13: Newcrest Board recommendation
Newcrest Board recommendation The Newcrest Directors unanimously recommend that shareholders vote in favour of the Scheme • The Newcrest Directors consider that the Scheme has the potential to realise greater benefits to Newcrest shareholders than any other alternative currently available, including
Slide 14: Reasons to vote for or against the Scheme
Reasons to vote for or against the Scheme Summary of reasons why you should vote in favour of the Scheme: The Scheme consideration, when aggregated with the special dividend, represents an attractive premium. The Newcrest Directors unanimously recommend that Newcrest shareholders vote in favour
Slide 15: Reasons to vote for or against the Scheme
Reasons to vote for or against the Scheme Summary of reasons why you may wish to vote against the Scheme: You may disagree with the Newcrest Directors’ unanimous recommendation and/or the conclusion of the Independent Expert. You may take the view that the exchange ratio does not reflect the und
Slide 16: Independent Expert's conclusion
Independent Expert’s conclusion The Independent Expert has concluded that the Scheme is in the best interests of Newcrest shareholders, in the absence of a superior proposal The Independent Expert’s Report states that In these circumstances: the overlap between: As a scrip based transaction, relativ
Slide 17: Status of conditions precedent
Status of conditions precedent Implementation of the Scheme remains subject to the following conditions precedent: • Approval of the Scheme resolution by Newcrest shareholders at this meeting; • Approval of the Scheme by the Federal Court of Australia at the second Court hearing; and • Other customa
Slide 18: Implementation timetable
Implementation timetable Event Time and date Second Court Date 10.15am, Tuesday, 17 October 2023 Court hearing to approve the Scheme Effective Date Wednesday, 18 October 2023 Court order lodged with ASIC and announcement to the ASX, PNGX and TSX (via SEDAR) Newcrest shares will continue to trade ex-
Slide 19: Scheme resolution
Scheme resolution Consider and, if thought fit, to pass the Scheme resolution: “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Newcrest Mining Limited and the holders of its fully paid ordinary shares as contained i
Slide 20: Questions
Questions ® NEWCREST MINING LIMITED
Newcrest Mining — Merger or Acquisition (October 2023) on 6ix