| Mon 14 Sep 2009, 13:30 | | BRE / JBL - Braemore / Jubilee - Offer By Jubilee To Acquire The Entire Issued |
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BRE JBL
BRE JUJLP
BRE / JBL - Braemore / Jubilee - Offer By Jubilee To Acquire The Entire Issued
And To Be Issued Share Capital Of Braemore, Pursuant To Which Braemore
Shares Will Be Cancelled From Trading On Aim And The JSE Limited (The
"Offer")
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
Braemore Resources plc
(A company incorporated in England and Wales)
(Registration number 5350550)
JSE Share Code: BRE / AIM Share Code: BRR
ISIN: GB00B06GJQ01
("Braemore")
Jubilee Platinum plc
(A company incorporated in England and Wales)
(Registration number 4459850)
JSE Share Code: JBL / AIM Share Code: JLP
ISIN: GB0031852162
("Jubilee")
OFFER BY JUBILEE TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
BRAEMORE, PURSUANT TO WHICH BRAEMORE SHARES WILL BE CANCELLED FROM TRADING ON
AIM AND THE JSE LIMITED (THE "OFFER")
1. NOTICE OF SCHEME MEETING AND POSTING OF SCHEME DOCUMENT
On 3 July 2009 Braemore and Jubilee released a joint announcement relating to a
Scheme of arrangement (the "Scheme") in accordance with Part 26 of the UK
Companies Act of 2006, as amended (the "Act") that has been proposed by Jubilee
between Braemore and Braemore`s shareholders (the "Proposal"), in terms of which
members recorded in the register of members of Braemore at the appropriate time
will receive 1 new Jubilee share for every 15.818 Braemore shares held by
Braemore shareholders (the "Consideration"). Upon the Scheme becoming effective,
Braemore will become a wholly-owned subsidiary of Jubilee and Braemore`s listing
on AIM (a market operated by the London Stock Exchange plc) and on the
Johannesburg Securities Exchange operated by the JSE Limited (the "JSE") will be
cancelled.
Any capitalised term used but not defined in this announcement is as defined in
the Scheme Document (as defined below).
Further to the above announcement, shareholders are advised that on Friday, 11
September 2009, the Court granted an order to Braemore affording Braemore leave
to convene a Court Meeting for the purpose of considering and, if deemed fit,
approving (with or without modification) the Scheme. The Court Meeting is to be
held at 11:00 a.m. on Wednesday, 7 October 2009 at the offices of Watson, Farley
& Williams LLP, 15 Appold Street, London EC2A 2HB. The implementation of the
Scheme will also require the passing by Braemore Shareholders of a special
resolution to be proposed at a general meeting to be held at 11:05 a.m. on the
same day as the Court Meeting (or as soon thereafter as the Court Meeting shall
have been concluded or been adjourned).
A Scheme document containing, inter alia, the terms of the Scheme, an
Explanatory Statement (pursuant to Section 897 of the UK Companies Act 2006),
notices of the required meetings, a timetable of principal events and details of
the action to be taken by Braemore Shareholders (the "Scheme Document") is being
posted today to Braemore Shareholders and will also be available on Braemore`s
website at www.braemoreresources.com. Copies of (amongst other documents) the
Scheme Document are available (during normal business hours) for inspection at
the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB
and at Braemore`s South African office, Block B, 1st Floor, Stoney Ridge Office
Park, Cnr. Witkoppen And Waterford Roads, Kleve Hill Park, 2191, Johannesburg,
until the Scheme becomes effective.
2. OPINIONS AND RECOMMENDATIONS
Braemore has retained Venmyn Rand (Pty) Limited ("Venmyn") to act as its
independent advisor in connection with the Scheme. Venmyn delivered to the
Braemore board of directors an opinion that the terms and conditions of the
Scheme are fair to the Braemore Shareholders.
The directors of Braemore have considered the terms and conditions of the Scheme
and, inter alia, the opinion of Venmyn, and are of the unanimous opinion that
the Scheme is fair to Braemore Shareholders. Accordingly, the board of directors
of Braemore recommends that Braemore Shareholders vote in favour of the Scheme.
The directors of Braemore who hold Braemore Shares intend to vote in favour of
the Scheme at the Court Meeting in respect of their own beneficial holdings of
Braemore Shares.
3. SALIENT DATES AND TIMES
2009
Latest time for lodging Forms of Proxy for the:
- Court Meeting (BLUE Form of Proxy)* 11.00 a.m. on 5 October
- General Meeting (PINK Form of Proxy) 11.05 a.m. on 5 October
Voting Record Time 6.00 p.m. on 5 October
Jubilee General Meeting 11.00 a.m. on 7 October
Court Meeting 11.00 a.m. on 7 October
General Meeting 11.05 a.m. on 7 October
The dates below are indicative only and
will depend, among other things, on the
date upon which the Court sanctions the
Scheme and whether the Conditions
are satisfied or (if capable of waiver)
waived on or prior to such date. Any change will
be published on RNS, SENS and in the SA press.
Scheme Record Time on AIM 6.00 p.m. on 28 October
Last Dealing Date in Braemore Shares on AIM 28 October
Court hearing to approve the Reduction of Capital 29 October
and sanction the Scheme
Commencement of temporary suspension of Braemore 7.00 a.m. on 29 October
Shares on AIM
Scheme Effective Date 30 October
Time of registration of the Court Order with the 4.30 p.m. on 30 October
Registrar of Companies
Last Date to Trade in Braemore Shares on the JSE 30 October
Cancellation of admission of Braemore Shares to 7.00 a.m. on 2 November
trading on AIM
Listing of New Jubilee Shares on AIM at 2 November
commencement of trade
Listing of New Jubilee Shares on the JSE at 2 November
commencement of trade
Suspension of trading of the Braemore Shares on the 2 November
JSE at commencement of trade
CREST stock accounts credited with New Jubilee 2 November
Shares in uncertificated form
JSE Record Date 6 November
Termination of listing of Braemore Shares on the Commencement of
JSE business on
9 November
Dematerialised Scheme Shareholders` accounts (held 9 November
at their CSDP or broker) updated on or about
Date for dispatch of certificated New Jubilee 9 November
Shares on the JSE on or about
Latest date for dispatch of certificated New 13 November
Jubilee Shares trading on AIM
* A blue Form of Proxy for the Court Meeting not lodged by this time may be
handed to the Chairman at the Court Meeting.
Notes:
1. Braemore`s South African shareholders should note that, as Braemore is
trading in the STRATE environment, settlement for trade takes place five
business days after the relevant trade has taken place. Therefore, Braemore
members who acquire Braemore shares after the last day to trade Braemore shares
on the JSE, being Friday, 30 October 2009, in order to be recorded in the
register of Braemore members by the record date, being Friday, 6 November 2009,
will not be eligible to receive the Consideration.
2. Own name shareholders will be entitled to attend the Court Meeting in person
or if they are unable to attend and wish to be represented thereat may complete
and return the form of proxy to the transfer secretaries in accordance with the
time specified on that form of proxy.
3. A beneficial owner of Braemore Shares should timeously inform his nominee or,
if applicable, his CSDP or broker of his intention to attend and vote at the
Court Meeting or to be represented by proxy thereat in order for his nominee or,
if applicable, his CSDP or broker to issue him with the necessary authorisation
to do so or should provide his nominee or, if applicable, his CSDP or broker
timeously with his voting instruction should he not wish to attend the Court
Meeting in person in order for his nominee or, if applicable, his CSDP or broker
to vote in accordance with his instruction at the Court Meeting.
4. Any change to the above dates and times will be agreed upon by Jubilee and
Braemore and advised to Braemore Shareholders by a release on RNS, SENS and
publication in the press.
5. No dematerialisation or rematerialisation of Braemore Shares will take place
after Friday, 30 October 2009.
6. All references in this announcement to time are to UK times unless otherwise
stated.
7. Certificated Braemore Shareholders are required to complete their surrender
and transfer form to be received by the transfer secretaries by the record date
of the Scheme.
8. If the Scheme does not become effective for any reason (including pursuant to
a failure to fulfill any condition precedent set out in the Scheme Document), a
Conventional Offer will be implemented unless the closing date of the
Conventional Offer is to fall after 31 December 2009 (or such later date as
Braemore and Jubilee may agree).
4. CONDITIONS PRECEDENT
As set out in the joint announcement released on 3 July 2009, it was a condition
to issuing the Scheme document that Jubilee or Braemore have issued, or agree to
issue prior to or conditional only upon the Scheme becoming effective or Offer
becoming unconditional, Jubilee Shares or Braemore Shares for cash with an
aggregate subscription price of not less than ZAR 50 million (or such lesser
amount as Jubilee (in its sole discretion) shall specify in writing to Braemore)
on such terms as Braemore or Jubilee may agree, acting reasonably.
Braemore Shareholders are advised that Jubilee and Braemore have agreed that
this condition has been fulfilled by the conditional issuance of Jubilee
ordinary share to institutional investors in order to raise GBP13.25 million
before costs.
5. BRAEMORE SHAREHOLDER SUPPORT
As per the joint announcement of 3 July 2009, Jubilee had received irrevocable
undertakings to vote in favour of the Scheme Resolutions in respect of
394,959,641 Braemore Shares, representing approximately 50.04 per cent. of the
existing issued share capital of Braemore. These irrevocable undertakings were
to lapse if, inter alia, the Scheme Document was not published on or before 31
August 2009. Braemore Shareholders are advised that these irrevocable
undertakings were subsequently amended so that such undertakings would lapse if,
inter alia, the Scheme Document was not published on or before 31 October 2009.
6. AMENDMENT TO IMPLEMENTATION AGREEMENT
As mentioned in the joint announcement released on 3 July 2009, Braemore and
Jubilee entered into the Implementation Agreement on 3 July 2009 which sets out
the arrangements between them in relation to the implementation of the Scheme.
Each party to the Implementation Agreement agreed to implement the Scheme and to
co-operate with the other on the terms set out therein. In addition, each of
Braemore and Jubilee gave certain undertakings concerning the conduct of its
business during that period. The Implementation Agreement was amended on 14
September 2009 to include, at the request of the South African Securities
Regulation Panel, a definition of the term "material" as further set out on page
45 of the Scheme document.
7. SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION
It is expected that the order of the Court sanctioning this Scheme under Part 26
of the UK Companies Act 2006 and confirming the reduction of capital under
section 137 of the UK Companies Act 1985 will be registered with the Registrar
of Companies at 4.30 p.m. on the Scheme Effective Date.
Prior to and conditional on the Scheme becoming effective, Braemore intends to
make an application to the London Stock Exchange for the cancellation of the
admission of the Braemore Shares to trading on AIM to take effect on the
business day after the Scheme Effective Date. It is expected that such
cancellation will take effect at 7.00 a.m. on 2 November 2009. The notice period
of not less than 20 business days prior to cancellation referred to in Rule 41
of the AIM Rules has commenced today.
The last day to trade in the Braemore Shares on the JSE will be the Scheme
Effective Date and the JSE has agreed to terminate the listing of Braemore
Shares on the JSE with effect from the commencement of business on 9 November
2009, or such later date as may be requested by Braemore and approved by the
JSE.
Application will be made to the London Stock Exchange for the suspension of
trading in Braemore Shares at 7.00 a.m. on 29 October 2009. The last day of
dealings in Braemore Shares on AIM and the Main Board of the JSE is expected to
be on the business day reflected in the timetable on page 7 of the Scheme
document (it is anticipated that the last dealing day in respect of the Braemore
Shares on AIM will be 28 October 2009, the day prior to the Court hearing to
approve the Reduction of Capital and sanction the Scheme, whilst the last date
for trade in respect of the Braemore Share on the Main Board of the JSE will be
30 October 2009) and no transfers of Braemore Shares on Braemore`s UK Register
will be registered after 7.00 a.m. on 29 October 2009.
14 September 2009
BRAEMORE
Corporate adviser
Qinisele Resources (Pty) Limited
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Nominated adviser
WH Ireland Limited
Independent adviser
Venmyn Rand (Pty) Limited
Legal adviser in the UK
Watson, Farley & Williams LLP
Legal adviser in South Africa
Eversheds
Reporting accountants
Moore Stephens MWM Inc
Auditors
BDO Stoy Haywood LLP
JUBILEE
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Nominated adviser
Finncap
Legal adviser in the UK
Eversheds
Legal adviser in South Africa
Fasken Martineau LLP
Reporting accountants
Moore Stephens MWM Inc
Saffery Champness
This announcement is not intended to, and does not constitute or form part of,
any offer to sell or an invitation to purchase or subscribe for any securities
pursuant to the Proposal or otherwise or the solicitation of any vote or
approval in any jurisdiction. Braemore Shareholders are advised to read
carefully the formal documentation in relation to the Proposal.
The availability of the Proposal to persons outside the United Kingdom might be
affected by the laws of other jurisdictions. Such persons should inform
themselves about, and observe any applicable requirements of, those
jurisdictions.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders are contained in the Scheme Document.
Date: 14/09/2009 13:30:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
