ASX-listed Gold Road Resources has confirmed that a scheme booklet related to an entity of Gold Fields acquiring all of Gold Road’s shares has been registered with the Australian Securities and Investment Commission. 

Gold Road has scheduled a scheme meeting for shareholders to vote on the takeover on September 22, and strongly recommends that shareholders vote in favour of the scheme in the absence of a superior proposal.

Gold Road’s board believes the takeover is in the best interest of all shareholders, but nonetheless appointed Deloitte Corporate Finance to conduct an independent assessment on the merits of the scheme. Deloitte found the scheme to be fair and reasonable and in the best interest of shareholders.

The scheme booklet contains information about the proposed acquisition of Gold Road by GHPL, which is owned by Gold Fields.

GHPL and Gold Road entered into a scheme implementation deed in May after Gold Fields submitted a revised offer price of $2.52 apiece.

The offer includes a variable amount to each Gold Road shareholder’s pro rata proportion of the value of Gold Road’s shareholding in Northern Star, formerly De Grey Mining.

Gold Road holds a 50% joint venture interest in the Gruyere gold mine, in Western Australia, which was developed with Gold Fields. Gold Road also owns a 100% interest in the Yamarna project, which is contiguous to the Gruyere project, various exploration projects in Australia and numerous shareholdings in ASX-listed companies, including Northern Star, Yandal Resources, Iceni Gold and Premier1 Lithium.

Owing to the total consideration payable under the scheme, including a variable component that is dependent on the volume weighted average price of Northern Star shares up to the effective date, the actual amount that Gold Road shareholders will receive as consideration under the deal will only be determined after the scheme meeting.

To become effective, the scheme requires that at least 50% of the company’s shareholders vote and that at least 75% of the votes be in favour of the scheme.

Should the scheme be approved and become effective, the last trading of Gold Road shares on the ASX will occur on September 26.  

Gold Road has confirmed that it will pay a special dividend to Gold Road shareholders if the scheme is approved before the implementation date of the transaction.

Gold Road shareholders Yarra Capital Management Group, First Sentier Investors and UniSuper, which combined hold 7.5% of the company’s shares, have indicated their intention to vote in favour of the scheme.