| Wed 7 Oct 2009, 16:45 | | BRE - Braemore Resources Plc - Result of Court Meeting and General Meeting |
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BRE
BRE
BRE - Braemore Resources Plc - Result of Court Meeting and General Meeting
Braemore Resources plc
(A company incorporated in England and Wales with Registration number: 5350550)
(South African registration number: 2008/013973/10)
ISIN: GB00B06GJQ01
JSE Share Code: BRE / AIM Share Code: BRR
("Braemore")
Recommended offer for
Braemore Resources plc
by
Jubilee Platinum plc
RESULT OF COURT MEETING AND GENERAL MEETING
COURT MEETING
Number of Braemore Shareholders: FOR: 129 (94.85%), AGAINST: 7 (5.15%)
representing the following number of shares voted: FOR: 396,259,816 (99.89%),
AGAINST: 438,830 (0.11%)
representing the following percentage of Scheme Shares: FOR: 50.20%, AGAINST:
0.06%
GENERAL MEETING
The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the General Meeting.
The Court hearing to approve the Reduction of Capital and sanction the Scheme is
expected to take place on 29 October 2009, as set out in the Scheme Document.
The cancellation of admission of Braemore Shares to trading on AIM will take
place on the business day after the Scheme Effective Date. It is expected that
this will take effect at 07.00 on 2 November 2009. The last day to trade in
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.
Notwithstanding the above, the Proposal remains subject to the terms and
conditions set out in the Scheme Document. The Scheme will not become effective
and the Proposal will not be completed unless the conditions set out in the
Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00
p.m. (London time) on 31 December 2009, or such later date as Jubilee and
Braemore may agree and (if required) the Court may approve.
A further announcement will be made in due course confirming the final dates.
7 October 2009
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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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 29 October
Capital and sanction the Scheme
Commencement of temporary suspension of 7.00 a.m. on 29 October
Braemore Shares on AIM
Scheme Effective Date 30 October
Time of registration of the Court Order with 4.30 p.m. on 30 October
the Registrar of Companies
Last Date to Trade in Braemore Shares on the 30 October
JSE
Cancellation of admission of Braemore Shares 7.00 a.m. on 2 November
to 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 2 November
on the JSE at commencement of trade
CREST stock accounts credited with New 2 November
Jubilee Shares in uncertificated form
JSE Record Date 6 November
Dematerialised Scheme Shareholders` accounts 9 November
(held 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
Termination of listing of Braemore Shares on Commencement of business on
the JSE 9 November
Latest date for dispatch of certificated New 13 November
Jubilee Shares trading on AIM
The above dates 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.
All references to times are to times in London (unless otherwise stated).
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
Johannesburg
7 October 2009
Sponsor
Sasfin Capital (a division of Sasfin Capital Limited)
Date: 07/10/2009 16:45:03 Produced by the JSE SENS Department.
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