| Thu 29 Oct 2009, 15:45 | | BRE- Braemore - Court Order Sanctioning Scheme |
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BRE
BRE
BRE- Braemore - Court Order Sanctioning Scheme
BRAEMORE RESOURCES PLC
(A company incorporated in England and Wales with Registration Number 5350550)
(South African registration number: 2008/013973/10)
Share code on the JSE Limited: BRE
Share code on AIM: BRR ISIN: GB00B06GJQ01
("Braemore")
RECOMMENDED OFFER FOR BRAEMORE RESOURCES PLC BY JUBILEE PLATINUM PLC
COURT ORDER SANCTIONING SCHEME AND CONFIRMING REDUCTION OF CAPITAL
Braemore Resources plc ("Braemore") announces that, at a hearing held earlier
today, the High Court of Justice in England and Wales sanctioned the Scheme of
Arrangement (the "Scheme") in relation to the recommended acquisition of
Braemore by Jubilee Platinum plc ("Jubilee"). The Court also confirmed the
reduction of share capital involved therein. This Scheme was approved by the
requisite majorities of Braemore Shareholders at the Court Meeting and the
General Meeting which were both held on 7 October 2009.
The Scheme is conditional on the delivery of an office copy of the Court Order
sanctioning the Scheme and confirming the reduction of capital being registered
with the Registrar of Companies in England and Wales. This is expected to be on
30 October 2009.
Trading in Braemore ordinary shares on AIM has been temporarily suspended. 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 such
cancellation will take effect at 7.00 a.m. on 2 November 2009. 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.
Capitalised terms used, but not defined, in this announcement have the same
meaning given to them in the circular posted to shareholders on 14 September
2009 (the "Scheme Document").
Capitalised terms used, but not defined, in this announcement have the same
meaning given to them in the circular posted to shareholders on 14 September
2009 (the "Scheme Document").
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Scheme Effective Date 30 October 2009
Time of registration of the Court Order 4.30 p.m. on
with the Registrar of Companies 30 October 2009
Last Date to Trade in Braemore Shares on 30 October 2009
the JSE
Cancellation of admission of Braemore 7.00 a.m. on 2
Shares to trading on AIM November
Listing of New Jubilee Shares on 2 November 2009
AIM at commencement of trade
Listing of New Jubilee Shares on the 2 November 2009
JSE at commencement of trade
Suspension of trading of the Braemore Shares 2 November 2009
on the JSE at commencement of trade
CREST stock accounts credited with New 2 November 2009
Jubilee Shares in uncertificated form
JSE Record Date 6 November 2009
Dematerialised Scheme Shareholders` accounts 9 November 2009
(held at their CSDP or broker) updated on or about
Date for dispatch of certificated New 9 November 2009
Jubilee Shares on the JSE on or about
Termination of listing of Braemore Shares Commencement of
on the JSE business on
9 November 2009
Latest date for dispatch of certificated 13 November 2009
New Jubilee Shares trading on AIM
All references to times are to times in London (unless otherwise stated).
Enquiries:
Leon Coetzer
Braemore Resources plc
Tel +27 (0)11 465 1913
David Russell
Braemore Resources plc
+61 (0) 416 377 157
Dennis Tucker
Qinisele Resources (Pty) Limited
Tel +27 (0) 82 492 4957
Sharon Owens / Brian Chistie
Sasfin Capital
Tel +27 (0) 11 809 7500
Louise Goodeve / Leah Kramer
Walbrook PR
Tel +44 (0) 207 933 8780
James Joyce
WH Ireland Limited
Tel +44 (0) 207 220 1666
Nicola Taylor
Russell and Associates
Tel +27 (0) 11 880 3924
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
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: 29/10/2009 15:45:00 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.
