| Fri 12 Mar 2010, 15:30 | | MTX - Metorex Limited - Capital raising becomes unconditional |
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MTX
MEMTX
MTX - Metorex Limited - Capital raising becomes unconditional
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTX
ISIN: ZAE000022745
JSE code for LA`s: MTXN
ISIN for LA`s: ZAE000144309
("Metorex" or "the Company")
CAPITAL RAISING BECOMES UNCONDITIONAL
FINALISATION ANNOUNCEMENT REGARDING THE PARTIAL CLAW BACK OFFER OF 250 000
000 ORDINARY METOREX SHARES ("CLAW BACK OFFER")
CEO Terence Goodlace said "Metorex is pleased to announce that the capital
raising has become unconditional and that the variations and amendments to
the Ruashi lending agreements have also become unconditional and we thank the
Ruashi lenders for their pro-active co-operation."
1. INTRODUCTION
Further to the announcements published on the Securities Exchange News
Service ("SENS") on Friday, 29 January 2010 ("the Announcement"), Tuesday, 2
February 2010 and Wednesday, 10 March 2010 in which Metorex shareholders
("Shareholders") were advised of Metorex`s intention to raise a minimum of
US$100 million through the issue of 250 000 000 new Metorex ordinary shares
("Claw Back Shares") at a price of 360 cents per share in the ratio of 33.233
Claw Back Shares for every 100 Metorex ordinary shares currently in issue
("the Capital Raising"), the board of directors of Metorex ("Board") is
pleased to advise Shareholders that the following suspensive conditions
pertaining to the Capital Raising have been fulfilled:
- the Claw Back Offer subscription agreements have become unconditional
and a total amount of R586 820 000 has been received by the Company from
the subscribers to the Claw Back Offer;
- the irrevocable undertaking by Beankin Investments (Proprietary) Limited
to subscribe for additional Metorex ordinary shares for a total amount
of R15 million, through the Claw Back Offer, has become unconditional;
- the facilities agreement pertaining to the Revised Ruashi Debt Package,
as referred to in the Announcement, has become unconditional;
- the listing of the Claw Back Shares on the exchange operated by the JSE
Limited ("JSE") to be allotted and issued pursuant to the Claw Back
Offer has been granted by the JSE;
- the listing of the renounceable (nil paid) letters of allocation
("LA`s") on the JSE in respect of the Claw Back Offer has been granted
by the JSE; and
- the circular setting out the detailed terms of the Claw Back Offer, the
implementation thereof and the form of instruction in respect of the
LA`s has been registered by the Companies and Intellectual Property
Registration Office.
As a result the Claw Back Offer is now unconditional and will be implemented
in accordance with the timetable set out in paragraph 2 below.
2. SALIENT DATES AND TIMES
The salient dates and times pertaining to the Claw Back Offer are set out
below:
2010
Last day to trade in Metorex ordinary shares in Thursday, 18 March
order to settle by the record date and to
qualify to participate in the Claw Back Offer
(cum entitlement) on
Listing of LA`s on the JSE commences at Friday, 19 March
commencement of trading on
Metorex ordinary shares commence trading ex- Friday, 19 March
rights on the JSE at commencement of trading on
Record date for participation in the Claw Back Friday, 26 March
Offer at the close of business on
Claw Back Offer circular and form of Monday, 29 March
instruction posted to Shareholders, where
applicable, on
Claw Back Offer opens at commencement of Monday, 29 March
trading on
Dematerialised Shareholders will have their Monday, 29 March
accounts at their Central Securities Depository
Participant ("CSDP") or broker automatically
credited with their entitlement on
Certificated Shareholders on the register will Monday, 29 March
have their entitlement credited to an account
held with the transfer secretaries on
Last day to trade in LA`s on the JSE on Friday, 9 April
Listing of Claw Back Shares on the JSE Monday, 12 April
commences at commencement of trading on
Claw Back Offer closes - payments to be made Friday, 16 April
and form of instruction in respect of LA`s
lodged by certificated Shareholders by 12:00 on
Record Date for LA`s on Friday, 16 April
Dematerialised Shareholders` accounts will be Monday, 19 April
updated with entitlements and debited by their
CSDP or broker and certificates posted to
certificated Shareholders on
Results of Claw Back Offer announcement Monday, 19 April
released on SENS on
Results of Claw Back Offer announcement Tuesday, 20 April
released in the South African press on
Notes:
1. Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance of the Claw Back Offer
in the manner and time stipulated in the agreement governing the
relationship between the Shareholder and his CSDP or broker.
2. All times indicated are South African times unless otherwise
stated.
3. Share certificates may not be dematerialised or rematerialised
between Friday, 19 March 2010 and Friday, 26 March 2010, both days
inclusive.
4. The CSDP / broker accounts of dematerialised shareholders will be
automatically credited with new Metorex shares to the extent to
which they have accepted the Claw Back Offer. Metorex share
certificates will be posted, by registered post at the
Shareholders` risk, to certificated Shareholders in respect of the
Claw Back Shares which have been accepted.
5. CSDPs or brokers effect payment in respect of dematerialised
Shareholders on a delivery versus payment method.
3. LETTERS OF ALLOCATION
The LA`s will be listed on the main board of the JSE on Friday, 19 March 2010
and will trade under the JSE code: MTXN (short name: METOREX NPL) and have
been allocated an ISIN number of ZAE000144309.
4. RESTRICTIONS
The Claw Back Shares have not been and will not be registered for the
purposes of the Claw Back Offer under the securities laws of the United
Kingdom, Canada, United States of America or any other country outside South
Africa and accordingly, except as stated below, are not being offered, sold,
taken up, re-sold or delivered directly or indirectly to rights recipients
other than those with registered addresses within South Africa. Therefore,
the circular, incorporating revised listing particulars, setting out the
detailed terms of the Claw Back Offer will be sent to them for information
purposes only. In this regard, the approval of the Registrar in terms of
section 142(2) (a) of the Companies Act, 61 of 1973 has been obtained to
extend the Claw Back Offer only to Shareholders with registered addresses
within South Africa and certain eligible Spanish Shareholders. The rights
attributable to rights recipients unable to participate in the Claw Back
Offer will, if a premium can be obtained over the expenses of sale, be sold
on the JSE, for the benefit of such rights recipients as soon as practicable.
However, if the net proceeds of sale in relation to any such rights recipient
are less than R5.00, they will be retained for the benefit of Metorex. No
letters of allocation will be sent, therefore, to any rights recipient whose
registered address is in the United Kingdom, Canada, the United States or any
other country outside South Africa or Spain.
5. CIRCULAR
The circular setting out the detailed terms of the Claw Back Offer will be
posted on Monday, 29 March 2010 to Shareholders recorded as such in the
register on Friday, 26 March 2010.
12 March 2010
Rosebank
Corporate and Debt Advisor, Sole Bookrunner and Transaction Sponsor
One Capital
Attorneys to Corporate and Debt Advisor, Sole Bookrunner and Transaction
Sponsor
Cliffe Dekker Hofmeyr Incorporated
Attorneys to Metorex
Bowman Gilfillan Incorporated
Independent Sponsor
Deloitte & Touche Sponsor Services
Independent Reporting Accountants and Auditors
Deloitte & Touche
Transfer Secretaries
Link Market Services South Africa (Proprietary) Limited
Date: 12/03/2010 15:30:01 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.
