| Fri 30 Oct 2009, 17:45 | | BRE - Braemore Resources Plc - Scheme Of Arrangement Becomes Effective |
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BRE
BRE
BRE - Braemore Resources Plc - Scheme Of Arrangement Becomes Effective
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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
JUBILEE PLACING ACQUISITION CONDITION MET
The scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
to implement the acquisition by Jubilee Platinum plc ("Jubilee") of the entire
issued and to be issued share capital of Braemore Resources plc ("Braemore") has
now become effective in accordance with its terms and the acquisition has been
completed.
On 29 October 2009, the High Court of Justice in England and Wales (the "Court")
made an order (the "Court Order") sanctioning the Scheme and confirming the
associated reduction of capital. The Court Order has been delivered to the
Registrar of Companies in England and Wales and has been registered today.
On 7 August 2009, Jubilee announced a placing by FinnCap of 44,166,666 new
shares (the "Placing Shares") for cash to raise GBP13.25 million (the
"Placing"). The Placing was conditional, inter alia, on the acquisition by
Jubilee of the entire issued and to be issued share capital of Braemore. In
consequence of the Scheme becoming effective, this condition has been met.
Following the Scheme becoming effective, 89,107,183 new Jubilee Shares will be
issued, comprising 44,940,517 New Jubilee Shares to be issued to former Braemore
Shareholders on the UK Register at the Scheme Record Time (the "New UK Jubilee
Shares") and 44,166,666 Placing Shares to be issued pursuant to the Placing.
The exact number of shares to be issued to Braemore Shareholders on the SA
Register (the "New SA Jubilee Shares") will be determined on the JSE Record
Date, which is 6 November 2009.
The final number of New Jubilee Shares, comprising the New UK Jubilee Shares and
New SA Jubilee Shares, will be announced on or about 9 November 2009.
An application has been made to the London Stock Exchange plc for the New UK
Jubilee Shares and the Placing Shares to be admitted to trading on AIM. These
shares will rank pari passu with Jubilee`s existing ordinary shares and it is
expected that the New UK Jubilee Shares and the Placing Shares will be admitted
to trading on AIM at 8.00 a.m. on 2 November 2009.
The JSE has granted a listing for the New SA Jubilee Shares on the Main Board of
the JSE with effect from the commencement of business on 2 November 2009.
Trading in Braemore ordinary shares on AIM will be cancelled with effect from 2
November 2009. In accordance with the requirements of the JSE, the listing of
Braemore Shares on the JSE is expected to terminate with effect from 9 November
2009.
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
Cancellation of admission of Braemore 7.00 a.m. on 2 November 2009
Shares to trading on AIM
Listing of New Jubilee Shares and 2 November 2009
Placing Shares on 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 2 November 2009
Shares 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` 9 November 2009
accounts (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 Commencement of business on
Shares on the JSE 9 November 2009
Latest date for dispatch of 13 November 2009
certificated 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
Brian Chistie / Sharon Owens
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.
Johannesburg
30 October 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 30/10/2009 17:45:01 Produced by the JSE SENS Department.
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