| Mon 16 Mar 2009, 17:16 | | TEL - Teal Receives South African Reserve Bank Approval For Arrangement With |
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TEL
TEL
TEL - Teal Receives South African Reserve Bank Approval For Arrangement With
Arm And Vale; Teal Announces Information Concerning Closing Timetable
TEAL EXPLORATION & MINING INCORPORATED
Corporate Access Number: 31403
ISIN: CA8781511099
(Incorporated in Yukon, Canada on 1 June 2005)
SA Company Registration Number: 2006/003229/10
JSE share code: TEL
JSE short name: TEAL
TEAL RECEIVES SOUTH AFRICAN RESERVE BANK APPROVAL FOR ARRANGEMENT WITH ARM
AND VALE; TEAL ANNOUNCES INFORMATION CONCERNING CLOSING TIMETABLE
JOHANNESBURG, South Africa - TEAL Exploration & Mining Incorporated ("TEAL"),
a mineral development and exploration company incorporated under the laws of
the Yukon, Canada, is pleased to announce that it has obtained the required
approval from the South African Reserve Bank ("SARB") for the previously
announced plan of arrangement (the "Arrangement") with African Rainbow
Minerals Limited ("ARM") and Companhia Vale do Rio Doce ("Vale").
The Arrangement was approved at a special meeting of TEAL`s shareholders held
on February 13, 2009 by: (i) over 99.99% of all votes cast in respect of the
Arrangement; and (ii) over 99.98% of the votes cast in respect of the
Arrangement by shareholders other than ARM and its affiliates. The
Arrangement was subsequently approved by the Supreme Court of the Yukon
Territory on February 17, 2009.
Timing for Completion of the Arrangement:
The SARB approval was the final governmental consent required as a condition
of completing the Arrangement. As all required third party consents are being
finalized, TEAL expects that the Arrangement will be completed on or about
March 24, 2009.
Important Dates for Holders of TEAL Shares Recorded on the South African
Branch Register:
As reflected in TEAL`s management proxy circular dated January 19, 2009,
which was provided to TEAL`s shareholders for purposes of the special meeting
of shareholders to consider the Arrangement (the "Circular"), there are
certain additional dates, which specifically relate to settlement of amounts
payable under the Arrangement to shareholders recorded on the South African
branch register (the "SA Branch Register"), and which are required to be
publicly announced.
The timetable for settlement with respect to shareholders on TEAL`s SA Branch
Register will be as set out below (capitalized terms used in the chart below
have the meanings ascribed to such terms in the Circular):
Conversion Reference Date Wednesday, March 18, 2009
Closing of SA Branch Register for Wednesday, March 18, 2009
removal to and from the principal
register
Last day to trade TEAL shares on the Monday, March 23, 2009
JSE in order to be recorded in the SA
Branch Register on the SA Payment
Record Date to become entitled to
receive payment of the Rand equivalent
of the Consideration
Suspension of listing of TEAL Shares Tuesday, March 24, 2009
on the JSE at commencement of trading
SA Payment Record Date for payment of Monday, March 30, 2009
Rand equivalent of the Consideration
Expected SA Payment Date when the Rand Tuesday, March 31, 2009
equivalent of the Consideration is
expected to be: (a) credited to
dematerialised South African
Shareholders` accounts held at their
respective CSDP`s or Brokers; or (b)
transferred or posted to Certificated
South African Shareholders
Termination of listing on the JSE at Friday, April 3, 2009
commencement of trading
ADDITIONAL TEAL INFORMATION CAN BE FOUND AT: www.tealmining.com
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements with respect to the
Arrangement and the transactions contemplated thereby, including the proposed
business combination of TEAL and ARM. Words such as "anticipates", "expects",
"intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks",
"estimates", "could", "might", "should" and similar expressions identify
forward-looking statements.
Although TEAL believes that the plans, intentions and expectations reflected
in these forward-looking statements are reasonable, TEAL cannot be certain
that these plans, intentions or expectations will be achieved. Forward-
looking statements involve numerous assumptions, known and unknown risks and
uncertainties, of both a general and specific nature, that could cause actual
results to differ materially from those suggested by the forward-looking
statements or contribute to the possibility that predictions, forecasts or
projections will prove to be materially inaccurate. These risks include, but
are not limited to, the following: (a) a material and adverse change in the
anticipated tax treatment of the Arrangement; (b) the inability of TEAL to
obtain all required regulatory approvals and necessary consents; (c) a
failure by TEAL to complete the necessary pre-Arrangement corporate
reorganizations; (d) the occurrence of a material adverse change in regard to
TEAL or its business; and (e) the occurrence of any other event, change or
other circumstances that could give rise to the termination of the
Arrangement agreement, or the delay of consummation of the Arrangement or
failure to complete the Arrangement for any other reason. TEAL disclaims any
intention or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. TEAL
cautions that the list of risks and assumptions set forth or referred to
above is not exhaustive.
For further details contact:
Julian Gwillim (VP: Investor Relations and Corporate Development) on
+27 (0) 82 4524 389; or julian@tealmining.com
16 March 2009
SPONSOR: INVESTEC BANK LIMITED
Date: 16/03/2009 17:16:26 Produced by the JSE SENS Department.
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