| Thu 21 Apr 2011, 9:58 | | MMH - Miranda Mineral Holdings Limited - Claw Back Offer and Rights Offer |
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MMH MMHN
MMH
MMH - Miranda Mineral Holdings Limited - Claw Back Offer and Rights Offer
cancelled in present form
Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
Share code: MMH ISIN: ZAE000074019
(LA code: MMHN LA ISIN: ZAE000152633
("Miranda" or "the Company")
Claw Back Offer and Rights Offer cancelled in present form
1. Cancellation of the Claw Back Offer and Rights Offer ("the Offers") in
terms of presently published timetable
Shareholders are referred to the announcements dated 7 April 2011 and 19
April 2011, and are advised that:
* At the Annual General Meeting ("AGM") of the Company held on 7 April
2011, a majority of shareholders voted against the resolution to place
the authorised but unissued shares of the Company under the control of
the directors in terms of sections 221 and 222 of the Companies Act, No
61 of 1973, as amended ("the Resolution").
* As a consequence of the Resolution not being passed by shareholders,
Miranda has had to cancel the current Offers in terms of the timetable
as presently published, as the Offers are conditional.
* The Company is remedying the situation by giving notice to
shareholders of an Extraordinary General Meeting (see paragraphs 2 and 3
underneath).
* Miranda has requested the JSE to reverse the trades in the Letters of
Allocation which occurred from the commencement of trade on 15 April
2011 up until the halt in trade on 19 April 2011, which request has been
approved by the JSE and will be implemented.
2. Notice of Extraordinary General Meeting ("EGM")
Shareholders are also referred to the notice of EGM, posted yesterday:
* The EGM will take place on Monday, 9 May 2011 at 10:00 at The Green
Office Park, Ground Floor, Pecanwood Building,Charles de Gaulle
Crescent, Highveld, Centurion.
* Shareholders will be asked to consider the resolution pertaining to
the placing of the authorised but unissued shares in the capital of the
Company under the control of the directors of the Company, and that the
directors be authorised, subject to Sections 221 and 222 of the
Companies Act, No 61 of 1973, as amended, to allot and/ or issue shares
to such person or persons on such terms and conditions as they may
determine ("the New Resolution").
* A majority of 50% plus one vote of shareholders represented and voting
at the EGM is required to pass the New Resolution.
3. Irrevocable Undertakings
* Miranda has obtained irrevocable undertakings to vote in favour of the
New Resolution from shareholders representing more than 58% of the
issued share capital of the Company.
4. Launch of the Offers
Shareholders are advised that as soon as all the relevant approvals have
been obtained, Miranda will commence with the process to re-launch the
Offers. A new timetable will be announced as soon as possible.
21 April 2011
Centurion
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Corporate Advisor
Touchstone Capital (Pty) Ltd
Date: 21/04/2011 09:58:40 Produced by the JSE SENS Department.
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