The purpose of this notice is to provide participants key information relating to the proposed Scheme of Arrangement between Newcrest Mining Limited (Newcrest) (ASX: NCM) and Newmont Corporation (Newmont).

Newcrest has entered into a Scheme Implementation Deed with Newmont Overseas Holdings Pty Ltd, a wholly owned indirect subsidiary of Newmont, under which it is proposed 100% of Newcrest shares will be acquired through a Scheme of Arrangement.

Newcrest to continue trading after the Scheme Effective Date

Pursuant to the proposed Scheme timetable, it is important to note that Newcrest Shares will continue to trade on the ASX following the Scheme Effective Date currently expected to be Wednesday, 18 October 2023 and will continue to trade until the close of trading on Thursday, 26 October 2023.   

Special Dividend and the Scheme Consideration.  Two Record Dates

If the Scheme becomes Effective, Newcrest expects to pay a franked Special Dividend of US$1.10 per Newcrest Share held on the Special Dividend Record Date (currently expected to be 7.00pm Thursday, 19 October 2023) prior to implementation of the Scheme.   The final decision on the amount of the Special Dividend will be made by the Newcrest Directors and will be communicated to Newcrest Shareholders by way of an ASX announcement before the Scheme Meeting. 

Newcrest Shareholders will be entitled to receive Scheme Consideration of 0.400 Newmont CHESS Depositary Interests (CDIs) for each Newcrest Share held on the Scheme Record Date (currently expected to be 7.00pm on Monday, 30 October 2023).  

In order to be entitled to both the Special Dividend and the Scheme Consideration, Newcrest Shareholders must hold their Newcrest Shares on both the Special Dividend Record Date and Scheme Record Date.

Newmont Corporation

Newmont CDIs will be quoted and traded on the ASX under the ticker symbol “NEM”.  Deferred settlement trading of Newmont CDIs is expected to commence on the ASX from Friday, 27 October 2023. Newmont CDIs are expected to commence trading on the ASX on a normal settlement basis from Tuesday, 7 November 2023. 

Holders of Newmont CDIs can elect to transmute into Newmont Shares and vice versa at any time following the Implementation Date, by contacting the Newmont CDI registry or Newmont Share Registry (as applicable).

All times and dates in the above timetable are subject to change and are conditional on the approval of the Scheme by Newcrest Shareholders and by the Court.

What do I need to do by when?

For further details, please refer to Newcrest market announcement titled ‘Scheme Booklet registered by ASIC’ dated 8 September 2023.

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