| Fri 29 Jan 2010, 16:00 | | KWR - Kiwara plc - First Quantum Minerals Ltd And Kiwara Plc Announce |
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KWR
KWR
KWR - Kiwara plc - First Quantum Minerals Ltd And Kiwara Plc Announce
Completion Of Acquisition
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 COMPLETION OF ACQUISITION
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 28 January 2010
regarding Court approval of the Reduction of Capital and sanctioning of the
proposed scheme of arrangement pursuant to which First Quantum would acquire
the entire issued share capital of Kiwara (the "Scheme"), the Scheme has now
become effective in accordance with its terms and the acquisition has been
completed.
The Court Order has been delivered to the Registrar of Companies in England
and Wales today, 29 January 2010.
The final number of New First Quantum Shares to be issued pursuant to the
Scheme will be announced on or about 8 February 2010. An application has been
made to the London Stock Exchange plc for the New First Quantum Shares to be
admitted to trading on the Official List. Furthermore, application has been
made to the TSX for the New First Quantum Shares to be admitted to trading on
the TSX. These shares will rank pari passu with First Quantum`s existing
ordinary shares and it is expected that the New First Quantum Shares will be
admitted to trading on the Official List and the TSX at 8.00 a.m. local time
on 1 February 2010.
Trading in Kiwara Shares on AIM will be cancelled with effect from 7.00 a.m.
on 1 February 2010. In accordance with the requirements of the JSE, the
listing of Kiwara Shares on the JSE is expected to terminate with effect on
the commencement of business on 9 February 2010.
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").
Timetable
Effective Date of the Scheme Friday 29 January 2010
Time of registration of the Court Order with 4.30 p.m. on Friday
the Registrar of Companies 29 January 2010
Last Date to Trade in Kiwara Shares on the JSE Friday 29 January 2010
Cancellation of admission of Kiwara Shares to 7.00 a.m. on Monday
trading on AIM 1 February 2010
Suspension of trading of the Kiwara Shares on Monday 1 February 2010
the JSE at commencement of trade
Listing of New First Quantum Shares on the Monday 1 February 2010
Official List at commencement of trade
Listing of New First Quantum Shares on the TSX Monday 1 February 2010
in respect of Kiwara shares on the UK Register
at commencement of trade
CREST stock accounts credited with new First Monday 1 February 2010
Quantum Shares in uncertificated form
JSE Record Date Friday 5 February 2010
Latest date for dispatch of certificated New Monday 8 February 2010 (1,2)
First Quantum Shares
Latest date for dispatch of cheques Monday 8 February 2010
First Quantum JSE Settlement Date Monday 8 February 2010
Dematerialised Scheme Shareholders` accounts Monday 8 February 2010
(held at their CSDP or broker) updated with the
Cash Consideration on or about
Termination of listing of Kiwara Shares on the 9.00 a.m. on Tuesday
JSE 9 February 2010
All references in this news release to time are to UK times unless otherwise
stated or the context requires otherwise.
1. Pending the dispatch of certificates for New First Quantum Shares to Kiwara
shareholders on the UK Register, transfers of New First Quantum Shares in
certificated form will be certified against First Quantum`s share register.
Temporary documents of title have not been and will not be issued in respect
of New First Quantum Shares.
2. Shares recorded in the SA Register may not be dematerialised after 29
January 2010.
On Behalf of the Board of Directors
First Quantum Minerals Ltd. Kiwara Plc
G. Clive Newall Colin Bird
President Executive Chairman
Listed in Standard and Poor`s
29 January 2010
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
Sponsor
Brian Christie
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.
Date: 29/01/2010 16:00:01 Produced by the JSE SENS Department.
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