| Fri 17 Jun 2011, 7:51 | | MTX - Metorex Limited - Posting of circular and notice of general meeting |
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MTX
MEMTX
MTX - Metorex Limited - Posting of circular and notice of general meeting
Metorex Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1934/005478/06)
Share code: MTX
ISIN code: ZAE000022745
Issuer code: MEMTX
("Metorex" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Metorex shareholders ("Shareholders") are referred to the joint announcement
published by Metorex and Vale S.A. on SENS on 8 April 2011 and in the press on
11 April 2011 regarding the terms on which Vale S.A., through a wholly-owned
subsidiary ("Vale Africa"), would make a cash offer (the "Offer") to acquire the
entire issued and to be issued share capital of Metorex (the "Shares").
The Offer is to be implemented by means of a scheme of arrangement in terms of
Section 114(1)(c) of the Companies Act, No. 71 of 2008, as amended, which, if
implemented would result in Vale Africa becoming the registered and beneficial
owner of the Shares (the "Scheme").
Shareholders are hereby advised that a circular containing details of the Scheme
and incorporating a notice of general meeting (the "Circular") is being posted
to Shareholders today and is available on Metorex`s website at
www.metorexgroup.co.za.
2. NOTICE OF GENERAL MEETING
A general meeting of Shareholders ("General Meeting") will be held at 10h00 on
Friday, 22 July 2011 in Ilanga Room 2, Hyatt Regency Johannesburg, 191 Oxford
Road, Rosebank, Johannesburg for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in the notice of
the General Meeting included in the Circular.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme (the "Timetable") are set
out below. Words and expressions in the Timetable and notes thereto shall have
the same meanings as assigned to them in the Circular.
2011
Circular posted to Shareholders and notice convening the Friday, 17 June
General Meeting published on SENS on
Notice convening the General Meeting published in the Monday, 20 June
South African press on
Last day to trade Metorex Shares in order to be recorded Monday, 11 July
in the Register on the Scheme Voting Record Date on
Scheme Voting Record Date being 17h00 on Monday, 18 July
Last date and time for Shareholders to give notice to Friday, 22 July
Metorex objecting to the special resolution approving
the Scheme by 10h00 on
General Meeting to be held at 10h00 on Friday, 22 July
Results of General Meeting published on SENS on Friday, 22 July
Results of General Meeting published in the South Monday, 25 July
African press on
Last date for Metorex to send objecting Shareholders Friday, 5 August
notices of the adoption of the special resolution
approving the Scheme on
Finalisation Date expected to be on Friday, 16
September
Finalisation Date announcement expected to be published Friday, 16
on SENS on September
Finalisation Date announcement expected to be published Monday, 19
in the South African press on September
Expected last day to trade Metorex Shares on the JSE in Friday, 23
order to be recorded in the Register to receive the September
Scheme Consideration and the Sable Distribution on
("Scheme LDT")
Suspension of listing of Metorex Shares at the Monday, 26
commencement of trade on the JSE expected to be on September
Scheme Consideration Record Date to be recorded in the Friday, 30
Register in order to receive the Scheme Consideration September
and the Sable Distribution expected to be on or about
Expected Operative Date of the Scheme on Monday, 3 October
Payment or delivery of the Scheme Consideration and the Monday, 3 October
Sable Distribution expected to be transferred
electronically or posted to certificated Scheme
Participants (if form of surrender and transfer and
Documents of Title are received by the Transfer
Secretaries on or before 12h00 on the Scheme
Consideration Record Date) on or about
Dematerialised Scheme Participants expected to have Monday, 3 October
their accounts held at their CSDP or Broker credited
with the Scheme Consideration and the Sable Distribution
on or about
Expected termination of listing of Metorex Shares on the Tuesday, 4 October
JSE at the commencement of trade on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to
by Metorex and Vale Africa and approved by the JSE and/or the Takeover
Panel, if required. If the Conditions Precedent are not met by Friday, 16
September 2011, an updated timetable will be published on SENS and
published in the South African press.
2. Shareholders should note that, as trade in Metorex Shares on the JSE is
settled through Strate, settlement of trades takes place five Business Days
after the date of such trades. Therefore, Shareholders who acquire Shares
on the JSE after the last day to trade in Metorex Shares in order to be
recorded in the Register on the Scheme Voting Record Date will not be
entitled to vote at the General Meeting.
3. Shareholders who wish to exercise their Appraisal Rights are referred to
Annexure 5 to the Circular for purposes of determining the relevant timing
for the exercise of their Appraisal Rights.
4. Dematerialised Shareholders, other than those with "own-name" registration,
must provide their CSDP or Broker with their instructions for voting at the
General Meeting by the cut-off time and date stipulated by their CSDP or
Broker in terms of their respective Custody Agreements.
5. No Dematerialisation or re-materialisation of Shares may take place from
the Business Day following the Scheme LDT.
6. If the General Meeting is adjourned or postponed, forms of proxy submitted
for the initial General Meeting will remain valid in respect of any
adjournment or postponement of the General Meeting.
7. Although the salient dates and times are stated to be subject to change,
such statement may not be regarded as consent or dispensation for any
change to time periods which may be required in terms of the Takeover
Regulations, where applicable, and any such consents or dispensations must
be specifically applied for and granted.
8. All times referred to in the Circular are references to South African
Standard Time.
Johannesburg
17 June 2011
Lead financial advisor and investment bank to Metorex: Standard Bank
Joint financial advisor and transaction sponsor to Metorex: One Capital
Legal advisor to Metorex: Cliffe Dekker Hofmeyr
Joint financial advisors to Vale S.A.: Societe Generale and Investec Bank
Limited
Joint legal advisors to Vale S.A.: Fasken Martineau and Webber Wentzel
Date: 17/06/2011 07:51:11 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.
