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Capital (LSE:CAPD) has successfully divested its entire holding of 225,349,418 shares in Predictive Discovery Limited to Perseus Mining Limited. The sale, completed for A$0.21 per share, totals approximately US$31.2 million at current exchange rates. This transaction marks a significant strategic move for Capital as it continues to streamline its portfolio and focus on core operations.
Details of the Sale
The agreement with Perseus includes a profit-sharing arrangement, whereby both parties will split any profit equally if Perseus sells the shares to a third party on or before 31 December 2025. This provision ensures that Capital retains a potential upside from future transactions involving the Sale Shares.
Additionally, the agreement outlines specific terms in case Perseus makes a takeover offer or proposes a scheme of arrangement for PDI shares by the end of 2025. If Perseus either offers more than A$0.21 per share or proposes a scheme of arrangement involving the Sale Shares, Capital holds certain rights:
- Takeover Offer: If Perseus makes a takeover offer at a price exceeding A$0.21 per share, Capital has the option to repurchase the Sale Shares for the original sale price. To exercise this right, Capital must commit to accepting Perseus’s takeover offer for the Sale Shares.
- Scheme of Arrangement: Should a scheme of arrangement be proposed, Capital can opt to buy back the Sale Shares from Perseus or Perseus may choose to cancel this option by paying Capital a cash fee equivalent to any premium offered.
Strategic Implications
This sale aligns with Capital's ongoing strategy to optimize its investment portfolio. By divesting its stake in PDI, Capital can focus on enhancing its core mining services operations and potentially reallocate capital to other strategic initiatives. The profit-sharing arrangement provides a mechanism for Capital to benefit from any future upside associated with Perseus’s handling of the Sale Shares.
The agreement’s provisions concerning a takeover offer or scheme of arrangement demonstrate Capital's strategic foresight in securing potential additional value from its investment in PDI. These terms ensure that Capital remains well-positioned to capitalize on future opportunities involving PDI shares, further supporting the company’s long-term financial interests.
