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MTX
MEMTX
MTX - Metorex - Progress Announcement Regarding The Capital And Debt
Restructuring Programme And Continuation Of Cautionary Announcement
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTX
ISIN: ZAE000022745
("Metorex" or "the Company")
PROGRESS ANNOUNCEMENT REGARDING THE CAPITAL AND DEBT RESTRUCTURING PROGRAMME AND
CONTINUATION OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the detailed announcement dated 27 November
2008 regarding the capital and debt restructuring programme embarked upon
by Metorex ("the Restructuring").
This announcement serves to provide an update to shareholders regarding the
Restructuring.
2. SUCCESFUL IMPLEMENTATION OF VARIOUS BANKING AGREEMENTS
The following financing and related agreements have become unconditional
and are in full force and effect:
- the agreement governing the restructuring of approximately R2 billion
of debt pertaining to the Ruashi project ("the Ruashi Debt"), as well
as the accompanying repayment terms, The Standard Bank of South Africa
Limited ("Standard Bank"), Export Credit Insurance Corporation Limited
and other lenders` project finance facility;
- the bridging finance facility of R300 million provided by Standard
Bank ("the Bridging Finance Facility");
- a term loan facility (which converts from the Bridging Finance
Facility); and
- the waiver by Standard Bank of certain of its rights in terms of the
agreements pertaining to the Ruashi Debt in order to allow the
successful implementation of the Restructuring and the above mentioned
other financing agreements.
3. SUCCESFUL IMPLEMENTATION OF TRANCHE A CAPITAL RAISING
Metorex has raised approximately R258 million (before costs) in terms of
the first tranche ("Tranche A") of equity to be raised by Metorex,
pertaining to 129 461 597 authorised but unissued shares and in respect of
which a claw back offer is to be extended to Metorex shareholders (as more
fully set out in a circular to be posted to Metorex shareholders in due
course).
The subscription agreements entered into between Metorex and the Tranche A
subscribers have become unconditional and the net proceeds from the Tranche
A equity raising have been released to Metorex. No further approvals,
other than the requisite regulatory approvals, are required for the
implementation of the claw back offer.
Shareholders are referred to the announcement dated 4 December 2008 in
respect of further details pertaining to the claw back offer.
4. CIRCULAR IN RESPECT OF TRANCHE B EQUITY RAISING
A circular to shareholders setting out the requisite information pertaining
to the proposed specific issue of shares for cash by Metorex, pursuant to
the second tranche equity raising ("Tranche B"), has been posted to
shareholders on 1 December 2008.
Metorex will seek approval from its shareholders in respect of the Tranche
B equity issue on 23 December 2008.
5. CONTINUATION OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the further cautionary announcement dated 27
November 2008 and are advised that Metorex remains involved in negotiations
which may have an effect on the price of the Company`s securities.
Accordingly, shareholders are advised to continue to exercise caution when
dealing in the Company`s shares until a further announcement is made.
Johannesburg
4 December 2008
Corporate advisor, sole book-runner and lead sponsor on the JSE to Metorex
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Independent sponsor on the JSE to Metorex
Deloitte & Touche Sponsor Services (Pty) Limited
South African legal advisor to Metorex
Bowman Gilfillan Incorporated
South African legal advisor to Barnard Jacobs Mellet Corporate Finance (Pty) Ltd
Cliffe Dekker Hofmeyr Inc.
United Kingdom legal advisor to Barnard Jacobs Mellet Corporate Finance (Pty)
Ltd
DLA Piper UK LLP
United Kingdom legal advisors to Metorex
Maclay Murray & Spens LLP
Investment Bank to Standard Bank and Bankers to Metorex
Standard Bank
South African legal advisor to the Standard Bank of South Africa Limited
Deneys Reitz Inc.
English Law legal advisors to the Standard Bank of South Africa Limited
Africa Legal
Date: 05/12/2008 08:45:02 Produced by the JSE SENS Department.
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