OceanaGold Announces Intent to Delist from the New Zealand Stock Exchange
MEDIA RELEASE
28 November 2016
OCEANAGOLD ANNOUNCES INTENT TO DELIST FROM THE NEW ZEALAND STOCK EXCHANGE
(MELBOURNE) OceanaGold Corporation (TSX/ASX/NZX: OGC) (the “Company”) announces its intention to simplify its listing structure and delist its shares from the NZX Main Board (“NZX”). The effective date for the delisting is 30 December 2016 (“Delisting Date”). The last day on which shareholders will be able to trade OGC shares on the NZX is 28 December 2016. Following that date securities will only be tradeable on the Australian Securities Exchange (“ASX”) and the Toronto Stock Exchange (“TSX”).
The Company expects to realise benefits for shareholders by delisting from the NZX including a reduction in the Company’s legal and regulatory costs mainly from less compliance requirements. The Company also expects that New Zealand shareholders could benefit from increased liquidity of the Company’s securities on the ASX as a result of concentrating trading volumes in New Zealand and Australia on the ASX.
Mick Wilkes, President and CEO said, “The decision to delist from the New Zealand Stock Exchange is a prudent one and does not in any way change the Company’s commitment to its New Zealand business or future investments we plan on making in country.” He added, “Our operations in New Zealand are an important component of our overall global business and our valued New Zealand workforce represent some of the most talented employees in the mining sector anywhere in the world. The breadth of experience we have from our New Zealand workforce has laid the foundation for the multitude of the Company’s achievements technically, environmentally and socially. They along with our valued stakeholders in New Zealand are a vital part of our future.”
On the Delisting Date, shareholders on the New Zealand register will automatically be transferred to the Australian register and their shares will be listed on the ASX in the form of CHESS Depositary Interests (or CDIs). New Zealand shareholders are not required to do anything in order to effect the transfer of their shares to the Australian register. A letter to shareholders on the New Zealand register outlining the delisting process is attached, and will also be mailed to relevant shareholders in the coming days. Additionally, shareholders are encouraged to visit the Company’s website at www.oceanagold.com for information related to the NZX delisting process including important timelines and the process moving forward.
Holders of Company securities currently listed on the ASX and TSX will not be affected by this process.
- ENDS -
For further information, please contact:
Investor Relations
Sam Pazuki Jeffrey Sansom Tel: +1 416 915 3123 Tel: +61 3 9656 5300 Email: [email protected] Email: [email protected]
Media Relations
Jill Thomas Tel: +61 3 9656 5300 Email: [email protected]
[email protected] | www.oceanagold.com | Twitter: @OceanaGold
About OceanaGold
OceanaGold Corporation is a mid-tier, low-cost, multinational gold producer with assets located in the Philippines, New Zealand and the United States. The Company’s assets encompass its flagship operation, the Didipio Gold-Copper Mine located on the island of Luzon in the Philippines. On the North Island of New Zealand, the Company operates the high-grade Waihi Gold Mine while on the South Island of New Zealand, the Company operates the largest gold mine in the country at the Macraes Goldfield which is made up of a series of open pit mines and the Frasers underground mine. In the United States, the Company is currently constructing the Haile Gold Mine, a top-tier asset located in South Carolina along the Carolina Terrane. The Company expects the Haile Gold Mine to commence commercial production in early 2017. OceanaGold also has a significant pipeline of organic growth and exploration opportunities in the Asia-Pacific and Americas regions.
OceanaGold has operated sustainably over the past 26 years with a proven track record for environmental management and community and social engagement. The Company has a strong social license to operate and works collaboratively with its valued stakeholders to identify and invest in social programs that are designed to build capacity and not dependency.
In 2016, the Company expects to produce 385,000 to 425,000 ounces of gold from the combined New Zealand and Didipio operations and 19,000 to 21,000 tonnes of copper from the Didipio operation at All-In Sustaining Costs of US$700 to US$750 per ounce.
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES.
Dear Shareholders
Notice of Delisting of OceanaGold Corporation from the NZX Main Board
You are receiving this letter because you are a shareholder of OceanaGold Corporation (OGC), registered on its New Zealand register.
OGC has decided to delist from the NZX Main Board (NZX) with effect from 30 December 2016 (Delisting Date). The decision to delist from the NZX is based on OGC's low trading volume on the NZX and its reduced shareholder base in New Zealand.
Delisting from the NZX will reduce OGC's compliance costs, as a result of moving from listings on three markets, to listings on two markets, being the Australian Securities Exchange (ASX) and the Toronto Stock Exchange (TSX). New Zealand shareholders will also benefit from increased liquidity of OGC's securities on the ASX as a result of concentrating trading volumes in New Zealand and Australia on the ASX.
OGC's securities will remain listed and quoted on both the ASX and the TSX. From the Delisting Date, you can continue to trade OGC shares via your New Zealand stockbroker who can simply use OGC's Australian listing on the ASX to effect the trade.
New Zealand shareholders will be administered from Computershare's share registry service based in Australia. Your shares will be registered on the Australian register in the form of CHESS Depositary Interests (or CDIs). CDIs are a type of security used by the ASX to allow foreign companies to trade on the ASX where the laws in their place of incorporation do not recognise uncertificated holdings or electronic transfers of legal titles. This structure exists because OGC is a Canadian company with a right to trade securities on the ASX by way of CDIs.
Each CDI represents a beneficial interest in a common share in OGC. As a CDI holder you will not actually own direct legal title to the shares, which will be held for and on behalf of you as a CDI holder by CHESS Depositary Nominees Pty Limited (CDN), a wholly owned subsidiary company of ASX Limited that was created to fulfil the functions of a depositary nominee. This arrangement will impact on how you can record your votes at shareholders meetings. As a CDI holder, you cannot vote personally on the date of a shareholders meeting; instead, you will be required to confirm your voting instructions to CDN before a shareholders meeting using a voting instruction form which will be provided to you prior to each meeting. CDN then exercises the votes on your behalf. You can find more information about CDIs on the ASX website at http://www.asx.com.au/documents/settlement/CHESS_Depositary_Interests.pdf. You will not incur any fees as a result of holding CDIs rather than shares in OGC.
Once OGC has delisted, you will receive a welcome letter and holding statement which will provide details of your new Securityholder Reference Number (SRN).
OceanaGold Corporation Level 14, 357 Collins Street, Melbourne Vic 3000 Telephone: + 61 3 9656 5300 PO Box 355, Flinders Lane PO, Melbourne Vic 8009 Facsimile: + 61 3 9656 5333 Website: www.oceanagold.com
When is this all going to happen?
The last day on which you will be able to trade OGC shares on the NZX is 28 December 2016. After this date, OGC securities may only be traded on the ASX and TSX.
If you still own OGC shares on the Delisting Date, your shares will automatically be transferred to the Australian register and registered as CDIs.
Other than the change to holding beneficial interest in OGC shares resulting from the holding of CDIs outlined above, your legal rights as a holder of OGC will remain unchanged and you will continue to receive corporate documentation and notices, attend meetings and vote (through CDN), and receive dividend payments (where applicable). As usual, dividend payments have no guaranteed denomination and the Board will determine the currency of payment of dividends (if any) each year. There is no guarantee that you will be paid dividends in Australian dollars following delisting even though you will be registered on the Australian register.
You are not required to do anything in order to effect the transfer of your shares to the Australian register and issuance of CDIs. The process will be managed by Computershare in accordance with the following timetable:
| 28 December 2016 | Last day for trading OGC shares on the NZX. |
| 28 December 2016 | Trading halt applied on OGC shares on the New Zealand register from the close of business. |
| 30 December 2016 | OGC shares delisted from the NZX from close of business. Shares will be transferred to the Australian register and CDIs issued. |
| 3 January 2017 | Shareholders on the NZ register to be allocated a new Securityholder Reference Number (SRN) for their new CDI holding on the Australian register. |
| 3 January 2017 | Shareholders can trade their CDIs on the ASX from market open. However CDI Holders who sell or otherwise deal with their CDIs before they receive their CDI holding statements will do so at their own risk. |
| 4 January 2017 | CDI holding statements mailed to shareholders formerly on the NZ register. |
You can trade your OGC CDIs by contacting a New Zealand stockbroker who can facilitate trading through the ASX, or by dealing directly with an Australian stockbroker after you have received your new SRN. You can also request to remove your shares from the New Zealand register and receive CDIs on the Australian register prior to the Delisting Date. To request a register removal, you can download a copy of the Register Removal Request Form (Request for Removal of Securities) from the share registry website https://wwwau.computershare.com/Investor/help/PrintableForms and ensure you have selected New Zealand as the country at the top of the screen. If you do not wish to be transferred to the Australian register, you could try to sell your shares prior to 28 December 2016.
What do I need to do?
You do not need to take any action in relation to the proposed delisting. Your shares will automatically be transferred to the Australian register on the Delisting Date and CDIs issued. You will not incur any costs in relation to the delisting or the transfer to the ASX.
You should contact your stockbroker if you would like to discuss the process for trading your OGC CDIs on the ASX after the Delisting Date. If you do not have a relationship with a New Zealand stockbroker you can visit the directory of registered market participants on the NZX website to locate one (https://www.nzx.com/investing/find_a_participant).
If you have any questions about your OGC shares or the delisting process, or if you would like to remove your shares from the New Zealand register and receive CDIs on the Australian register prior to the Delisting Date, please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
Yours faithfully,
OceanaGold Corporation
Liang Tang
Company Secretary