| Wed 29 Jul 2009, 15:36 | | MTX - Metorex Limited - Disposal by Metorex of a 15% shareholding in Vergenoeg |
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MTX
MEMTX
MTX - Metorex Limited - Disposal by Metorex of a 15% shareholding in Vergenoeg
Mining Company (PROPRIETARY) Limited ("VERGENOEG") and further cautionary
announcement
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
("Metorex" or "the Company")
DISPOSAL BY METOREX OF A 15% SHAREHOLDING IN VERGENOEG MINING COMPANY
(PROPRIETARY) LIMITED ("VERGENOEG") AND FURTHER CAUTIONARY ANNOUNCEMENT
Terence Goodlace, CEO of Metorex Limited commented, "This is an important step
in the transformation of Metorex and this transaction positions Vergenoeg well
for its ongoing Fluorspar operations. It also demonstrates our commitment to
restructuring the group and enhances our liquidity position. I am pleased to
welcome Medu Capital to the fold and look forward to their contribution and
participation at our Fluorspar operations."
1 INTRODUCTION
Shareholders of Metorex are referred to the announcement released on SENS
by Metorex on Monday, 13 July 2009 and are further advised that Metorex has
entered into a sale of shares agreement whereby Metorex will dispose of 37
500 ordinary shares in Vergenoeg, which represents 15% of the issued
ordinary share capital of Vergenoeg ("the Sale Shares"), to Medu Capital, a
consortium of Black Economic Empowerment ("BEE") controlled entities ("the
Purchasers"), for a cash consideration of R 108 750 000 ("the BEE
Transaction").
2 RATIONALE FOR THE BEE TRANSACTION
As the controlling shareholder in Vergenoeg, Metorex would like to
introduce BEE into Vergenoeg in line with the requirements stipulated in
the Mineral and Petroleum Resources Development Act (No 28 of 2002) and
maximise value through an efficient and orderly BEE process.
The Company believes that the BEE Transaction would assist it in achieving
this.
3 VERGENOEG SHAREHOLDERS AGREEMENT
In terms of the Vergenoeg shareholders` agreement ("Shareholders`
Agreement") entered into between Metorex, the Purchasers and Minerales Y
Productos Derivados SA ("Minersa"), the Purchasers have been granted a
right to dispose of the Sale Shares (the Disposal Right") to Metorex and/or
Vergenoeg and/or Minersa which can be exercised should there be a material
impact on mining rights or between the fifth and the seventh anniversary of
the implementation date of the Shareholders` Agreement.
The consideration payable for the Sale Shares by Metorex and/or Vergenoeg
and/or Minersa in terms of the Disposal Right ("Disposal Right
Consideration") shall be the higher of the fair market value of the Sale
Shares (as determined by an independent merchant bank) or an amount that
will result in the Purchasers earning an annual after tax internal rate of
return of 12% on the Sale Shares since acquisition.
In terms of the Shareholders Agreement, Metorex has a first right to
acquire these Sale Shares.
To the extent that the payment of the Disposal Right Consideration (should
the Disposal Right be exercised) requires the approval of Metorex
shareholders in terms of the Listings Requirements of the JSE Limited
("JSE"), such approval will be sought accordingly.
4 CATEGORISATION
In terms of the Listings Requirements of the JSE, the BEE Transaction is
not a categorised transaction.
5 FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Metorex remains involved in negotiations
which may have a material effect on the price of the Company`s securities.
Accordingly, shareholders should continue to exercise caution when dealing
in their Metorex securities until a further announcement is made.
Rosebank
29 July 2009
Sponsor and Corporate Advisor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 29/07/2009 15:36:01 Produced by the JSE SENS Department.
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