| Mon 11 Jan 2010, 14:48 | | KWR - Kiwara Plc - First Quantum Minerals Ltd and Kiwara Plc announce result of |
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KWR
KWR
KWR - Kiwara Plc - First Quantum Minerals Ltd and Kiwara Plc announce result of
court meeting and general meeting
Kiwara Plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara)
First Quantum Minerals Ltd.
TSX: FM
LSE: FQM
("First Quantum")
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE RESULT OF COURT MEETING AND
GENERAL MEETING
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")
and Kiwara PLC ("Kiwara", LSE AIM Symbol - "KIW", JSE Symbol "KWR") today
announce that further to the news release dated 23 November 2009 detailing a
proposed scheme of arrangement pursuant to which First Quantum would acquire the
entire issued share capital of Kiwara (the "Scheme"), Kiwara shareholders are
advised that at the meeting convened by the High Court of Justice in England and
Wales (the "Court") held earlier today, 11 January 2010 (the "Court Meeting"),
and at the subsequent General Meeting (the "General Meeting") to approve the
Scheme required to implement the acquisition by First Quantum of the entire
issued and to be issued share capital of Kiwara, all of the resolutions received
the necessary majority votes and were accordingly approved.
Any capitalised term used but not defined in this announcement is as defined in
the shareholder circular relating to the Scheme dated 18 December 2009 (the
"Scheme Document").
Voting results
The voting results in relation to the Court Meeting and the General meeting are
summarised below:
COURT MEETING
Number of Kiwara Shareholders: FOR: 48 (100%), AGAINST: 0 (0%)
Representing the following number of shares voted: FOR: 161,174,820 (100%),
AGAINST: 0 (0%)
Representing the following percentage of Scheme Shares: FOR: 81.0%, AGAINST: 0%
GENERAL MEETING
The special resolutions to give effect to the Scheme were passed unanimously on
a show of hands at the General Meeting.
Timetable
The Court hearing to approve the Reduction of Capital and sanction the Scheme is
expected to take place on Thursday, 28 January 2010, as set out in the Scheme
Document. The cancellation of admission of Kiwara 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 Monday, 1 February 2010. The last day to
trade in Kiwara Shares on the JSE will be the Scheme Effective Date and the JSE
has agreed to terminate the listing of Kiwara Shares on the JSE with effect from
the commencement of business on Tuesday, 9 February 2010, or such later date as
may be requested by Kiwara and approved by the JSE.
A further announcement will be made in due course confirming the final dates.
On Behalf of the Board of Directors
First Quantum Minerals Ltd.
G. Clive Newall President
Listed in Standard and Poor`s
Kiwara Plc
Colin Bird
Executive Chairman
Enquiries:
Raju Samtani
Kiwara plc
Tel: +44 (0)20 7581 4477
Clive Newall
First Quantum Minerals Ltd
Tel: +44 140 327 3484
Matthew Robinson/ Ed Frisby
FinnCap, London
Tel: +44 (0)20 7600 1658
Brian Chistie
Sasfin Capital
Tel: +27 (0) 11 809 7500
Suzanne Johnson-Walsh
Bishopsgate Communications
Tel: +44 (0) 20 7562 3350
Sharon Loung
First Quantum Minerals Ltd
Tel: +1 647 346 3934 or
+1 888 688 6577
Simon Hockridge
Hogarth Partnership Ltd.
Tel: +44 (0) 20 7357 9477
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell any shares of either First Quantum
or Kiwara or any other securities pursuant to the Scheme or otherwise. The offer
to acquire the entire issued share capital of Kiwara by First Quantum (the
"Offer) is made solely by the Scheme Document which contains the full terms and
conditions of the Offer, including details of how the Offer may be accepted and
the Scheme approved.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders are set out in the Scheme document.
This announcement is not directed to, or intended for distribution or use by,
any person or entity that is a citizen or resident or located in any
jurisdiction where such distribution or use would be contrary to any law or
regulation or would require any registration, licensing or other permission.
Neither this announcement nor any copy of it nor the information contained in it
may be taken or transmitted in or into USA, Republic of Ireland and Japan, or
distributed, directly or indirectly, in or into USA, Republic of Ireland and
Japan, or distributed or redistributed in Japan or to any resident thereof. Any
failure to comply with these restrictions may constitute a violation of USA,
Republic of Ireland and Japanese securities laws. The distribution of this
announcement in other jurisdictions may be restricted by law, and persons into
whose possession this announcement comes should inform themselves about, and
observe, any such restrictions.
This announcement has been prepared in accordance with English law, the AIM
Rules and the JSE Listings Requirements and information disclosed may not be the
same as that which would have been prepared in accordance with the law of
jurisdictions outside England. The Offer is subject to the applicable rules and
regulations of the Financial Services Authority, LSE, and the JSE.
This announcement and the information contained herein are not an offer of
securities for sale in the United States. Neither Kiwara nor First Quantum
securities may be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Neither Kiwara nor First Quantum intend to register an offering of their
respective securities in the United States or to conduct a public offering of
any of their respective securities in the United States.
Neither Kiwara nor First Quantum`s securities have been or will be registered
under the applicable securities laws of any state or jurisdiction of USA,
Republic of Ireland and Japan and, subject to certain exceptions, may not be
offered or sold within USA, Republic of Ireland and Japan or to or for the
benefit of any national, resident or citizen of USA, Republic of Ireland and
Japan.
Certain statements in this announcement may constitute "forward-looking
statements". Such forward-looking statements or information include but are not
limited to statements or information with respect to future price of copper or
gold, estimation of mineral reserves and mineral resources, our exploration and
development program, estimated future expenses, exploration and development
capital requirements, and our goals and strategies. Often, but not always,
forward-looking statements or information can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate" or "believes" or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. These statements reflect the beliefs and
expectations of the First Quantum and Kiwara directors and are subject to risks
and uncertainties that may cause actual results to differ materially. These
risks and uncertainties include, among other factors, changing business or other
market conditions and the prospects for growth anticipated by the management of
Kiwara and First Quantum. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. As a
result, you are cautioned not to place undue reliance on such forward-looking
statements. First Quantum, Kiwara and their respective advisors and each of
their respective members, directors, officers and employees disclaim any
obligation to update their view of such risks and uncertainties or to publicly
announce the result of any revision to the forward-looking statements made
herein, except where it would be required to do so under applicable law. With
respect to forward-looking statements and information contained herein, First
Quantum and Kiwara have made numerous assumptions including among other things,
assumptions about the price of copper and gold, anticipated costs and
expenditures and our ability to achieve our goals. Although their respective
managements believe that the assumptions made and the expectations represented
by such statements or information are reasonable, there can be no assurance that
a forward-looking statement or information herein will prove to be accurate.
Forward-looking statements and information by their nature are based on
assumptions and involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or
information.
See First Quantum`s annual information form and quarterly and annual
management`s discussion and analysis for additional information on risks,
uncertainties and other factors relating to the forward-looking statements and
information. Although First Quantum has attempted to identify factors that
would cause actual actions, events or results to differ materially from those
disclosed in the forward-looking statements or information, there may be other
factors that cause actual results, performances, achievements or events not to
be anticipated, estimated or intended. Also, many of the factors are beyond
First Quantum`s control. Accordingly, readers should not place undue reliance
on forward-looking statements or information. First Quantum undertake no
obligation to reissue or update forward-looking statements or information as a
result of new information or events after the date hereof except as may be
required by law. All forward-looking statements and information made herein,
are qualified by this cautionary statement.
Nothing in this announcement is intended, or is intended to be construed, as a
forecast, projection or estimate of the future financial performance of First
Quantum or Kiwara.
Johannesburg
11 January 2010
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 11/01/2010 14:48:01 Produced by the JSE SENS Department.
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