CDI explained, page-11

Just on the subject of the listing of the CDIs.

The listing of the CDIs is a conditions precedent required for the Scheme of Arrangement (Merger) to become effective under clause 3(p) of the Scheme Implementation Deed. The conditions precedent is basically saying that the CDIs need to have been approved by ASX before the Second Court Hearing. The Second Court Hearing is presumably the day on which the Scheme is finally approved by the Court.

According to the Indicative Timetable in Attachment 1 the Second Court Hearing date is 3 Business Days from the Scheme Meeting, which is 32 days from the First Court Hearing, which is 7 weeks from the announcement and signing of the Scheme Implementation Deed which was on Monday (19 March 2018).

The document doesn't define what "days" mean so one is left to wonder if the 32 days shown in the indicative timetable are days or business days. Likewise the term weeks is not defined in the document. Taking "weeks" to mean 7 day weeks and days to mean "days" not "business days" then the Second Court hearing is expected to be held after

1) the first court hearing (7 May 2018)
2) Scheme meeting (8 June 2018)

on the 11th of June 2018 if I have my dates right. This date will also depend on the availability of the court and could be extended if the application is adjourned or subject to appeal for any reason, in which case the Second Court hearing will be the day on which the adjourned application or appeal is heard.


The scheme implementation deed allows for a waiver of this conditions precedent pursuant to clause 3.3 (d) below. So if both parties were to agree they could proceed with the Scheme of Arrangement(merger) without the need for listing the CDIs on the ASX.

They will also need to register Golden Harp with ASIC as foreign company prior to the Second Court hearing in order to create the CDIs from what I understand.

So still a long wait until at least mid-June before we see these CDIs created and listed.
I've reproduced the relevant conditions precedent clauses and waiver clauses below.

Esh

3.1 Conditions Precedent
Subject to this clause 3, the Scheme will not become Effective, and the respective
obligations of the parties in relation to the implementation of the Scheme are not binding,
until each of the following Conditions Precedent is satisfied or waived to the extent and in​

the manner set out in this clause 3.

(p) ASX Quotation: the New Golden Harp Shares in the form of CDIs to be issued
pursuant to the Scheme have, before 8:00 am on the Second Court Hearing
Date, been approved for official quotation on the ASX subject only to any
conditions which ASX may reasonably require and to the Scheme becoming
Effective and such approval remains in full force and effect in all respects and
does not become subject to any notice, intimation or indication of intention to​

revoke, suspend, restrict, modify or not renew the same.

The deed however allows for a waiver of this conditions precedent pursuant to clause 3.3

3.3 Waiver of Conditions Precedent
(a) The Conditions Precedent in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(i), 3.1(o)
and 3.1(s) cannot be waived.
(b) The Conditions Precedent in clauses 3.1(k) and 3.1(m) are for the sole benefit
of Golden Harp and may only be waived by Golden Harp (in its absolute
discretion) in writing.
(c) The Conditions Precedent in clauses 3.1(e), 3.1(g), 3.1(h), 3.1(l) and 3.1(n) are
for the sole benefit of Beadell and may only be waived by Beadell (in its
absolute discretion) in writing.
(d) The Conditions Precedent in clauses 3.1(f), 3.1(j), 3.1(p), 3.1(q) and 3.1(r) are
for the benefit of both parties and may only be waived by written agreement
between Golden Harp and Beadell (in each case in their respective absolute
discretion).
(e) If a party waives the breach or non-satisfaction of any of the Conditions
Precedent in clause 3.1, that waiver does not prevent that party from suing the
other party for any breach of this deed that resulted in the breach or nonsatisfaction
of the relevant Condition Precedent.
(f) Waiver of a breach or non-satisfaction in respect of one Condition Precedent
does not constitute:
(1) a waiver of breach or non-satisfaction of any other Condition
Precedent resulting from the same event; or
(2) a waiver of breach or non-satisfaction of that Condition Precedent​

resulting from any other event.