| Tue 6 Nov 2007, 9:16 | | MTX - Metorex - Proposed Mandatory Offer By Metore |
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MTX
MEMTX
MTX - Metorex - Proposed Mandatory Offer By Metorex Limited To The Minority
Shareholders Of Copper Resources Corporation
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
("Metorex")
PROPOSED MANDATORY OFFER BY METOREX LIMITED TO THE MINORITY SHAREHOLDERS OF
COPPER RESOURCES CORPORATION
- Offer to purchase all remaining shares of CRC
- Offer of 73 Metorex shares for every 100 CRC shares with cash
alternative
- Pre-conditional offer document released today
- Metorex share price currently values each CRC share at GBP1.49
Charles Needham, CEO of Metorex, said:
"Our offer to CRC`s minority shareholders, which will be on the same terms as
our acquisition of Forrest`s 39% interest in September 2007, provides CRC`s
shareholders with an exposure to Metorex`s established projects in the DRC
and a diversified mineral portfolio. The Metorex Group has demonstrated
experience and success with the Ruashi projects in the DRC, and CRC would add
significantly to our copper output as part of Metorex`s ongoing strategy of
developing long-life, high-quality ore bodies."
1. Introduction
Shareholders of Metorex are referred to the announcement dated 18
September 2007 whereby shareholders were advised that the acquisition by
Metorex of the Forrest Group shareholding in Copper Resources
Corporation ("CRC") has become unconditional.
Shareholders were also advised that Metorex will proceed with an offer
to the minority shareholders of CRC ("the offer").
A detailed prospectus ("the prospectus") is required to be issued to CRC
shareholders when the offer is made. In lieu of the time required to
complete the prospectus, the Metorex Board considered it appropriate to
keep CRC shareholders informed on this matter by issuing a pre-
conditional offer document. This document contains details of the
proposed pre-conditional mandatory share offer, accompanied by a cash
alternative, for the entire issued and to be issued ordinary share
capital of CRC not already owned by Metorex.
The pre-conditional offer document has been posted to CRC shareholders
today. The document can also be viewed on Metorex`s website
(www.metorexgroup.com).
2. Offer Consideration
Shareholders of CRC would receive 0.73 new Metorex shares for each CRC
share held by them. Based on the closing price of 204 pence per Metorex
share on 2 November 2007, being the last business day prior to the
publication of this announcement, the offer values each CRC share at
approximately 149 pence and CRC`s existing issued ordinary share capital
at approximately GBP120.7 million ("the share offer").
CRC shareholders who validly accept the offer may elect to receive cash
instead of new Metorex shares in respect of some or all of their CRC
shares ("the cash offer"). The cash offer will be 125.1 pence in cash
for each CRC share.
3. Pre-conditions to the offer
The making of the formal offer is conditional upon the satisfaction of
the following Pre-Conditions on or before 15 November 2007 or such later
date as Metorex may decide:
- the United Kingdom Listing Authorities approving the issue of the
prospectus or a document containing information which is regarded
by the Financial Services Authority as being equivalent to that of
a prospectus to be produced relating to Metorex and the new Metorex
shares to be issued as referred to in this announcement; and
- Metorex entering into certain underwriting agreements to fund the
cash offer.
4. Code on Takeovers and Mergers
The proposed offer does not fall within the jurisdiction of the United
Kingdom Code on Takeovers and Mergers and the Securities Regulation
Panel Code on Takeovers and Mergers in South Africa as CRC is a British
Virgin Islands registered company. However, the CRC Articles of
Association require that the proposed offer be made on terms that would
be required by the United Kingdom Code on Takeovers and Mergers and it
is the intention of Metorex that the proposed offer is made on those
terms.
Johannesburg
6 November 2007
Corporate Advisor and Sponsor Legal Advisor
Barnard Jacobs Mellet Corporate Bowman Gilfillan Inc.
Finance (Pty) Ltd
Date: 06/11/2007 09:16:53 Produced by the JSE SENS Department.
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