| Fri 29 Jul 2011, 10:00 | | MTX - Metorex - Irrevocable Undertakings provided to Jinchuan Group Limited |
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MTX
MEMTX
MTX - Metorex - Irrevocable Undertakings provided to Jinchuan Group Limited
("Jinchuan") and Deemed Directors` Dealings in Securities
Metorex Limited
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
("Metorex" or "Company")
IRREVOCABLE UNDERTAKINGS PROVIDED TO JINCHUAN GROUP LIMITED ("JINCHUAN") AND
DEEMED DIRECTORS` DEALINGS IN SECURITIES
Introduction
Metorex shareholders ("Shareholders") are referred to the joint announcement of
a firm intention by Jinchuan to make a cash offer to acquire the entire issued
and to be issued share capital of Metorex ("Jinchuan Offer"), published on the
Securities Exchange News Service of the JSE Limited ("SENS") on 5 July 2011 and
in the press on 6 July 2011 as well as the update announcement in connection
with the Jinchuan Offer published on SENS on 14 July 2011. The Jinchuan Offer
is to be implemented by way of a scheme of arrangement ("Jinchuan Scheme") in
terms of section 114 of the Companies Act No. 71 of 2008, as amended ("Companies
Act"), and by way of a separate offer to the holders of options to acquire
Metorex shares.
Associates of certain Metorex directors as detailed below have provided
irrevocable undertakings, as more fully set out below, to vote in favour of the
Jinchuan Scheme. Consequently, this directors` dealing announcement is
published, after consultation with the Issuer Services division of the JSE
Limited ("JSE"), in compliance with paragraph 3.63 of the JSE Listings
Requirements which requires that any transaction entered into by an associate of
a director of Metorex in respect of Metorex shares be announced as a director`s
dealing. The JSE has granted dispensation to the relevant Metorex directors to
enter into the irrevocable undertakings and to vote in respect of the Jinchuan
Scheme, notwithstanding that Metorex is currently in a closed period. In the
context of the Jinchuan Scheme, the JSE considered the irrevocable undertakings
to vote in favour of the Jinchuan Scheme, provided by the associates stated
below, to be transactions in respect of the Metorex shares, although the Metorex
shares will only be acquired by Jinchuan in terms of the Companies Act, if and
when the Jinchuan Scheme becomes unconditional in accordance with its terms.
It should therefore be noted that the Metorex shares referred to below have not
been sold and will only be acquired by Jinchuan in terms of the Companies Act,
should the Jinchuan Scheme become operative.
Directors` dealings
In compliance with paragraph 3.63 of the JSE Listings Requirements, Metorex
hereby advises Shareholders of the following dealings by the associates of two
directors of the Company:
Name of director: Robert George Still
Non-executive director of: Metorex
Name of associate: Beankin Investments (Proprietary)
Limited ("Beankin")
Relationship with the director: Beankin is a family trust-
controlled entity
Date of transaction: 29 July 2011
Price per share (being the offer price in
terms of the Offer): R8.90
Number of shares: 9 079 000
Total value: R80 803 100
Class of shares: Ordinary
Extent and interest: Indirect beneficial
Trades carried out on-market or off-market: N/A
Prescribed clearance given: Yes
Name of director: Alberto Barrenechea
Non-executive director of: Metorex
Name of associate: Minersa Minerales y Productos
Derivados, S.A ("Minersa")
Relationship with the director: Mr Barrenechea is a director and
shareholder in Minersa
Date of transaction: 29 July 2011
Price per share (being the offer price in
terms of the Offer): R8.90
Number of shares: 89 242 524
Total value: R794 258 464
Class of shares: Ordinary
Extent and interest: Indirect beneficial
Trades carried out on-market or off-market: N/A
Prescribed clearance given: Yes
Name of director: Alberto Barrenechea
Non-executive director of: Metorex
Name of associate: S.A Sulquisa ("Sulquisa")
Relationship with the director: Mr Barrenechea is a director and an
indirect shareholder in Sulquisa
Date of transaction: 29 July 2011
Price per share (being the offer price in
terms of the Offer): R8.90
Number of shares: 12 080 164
Total value: R107 513 460
Class of shares: Ordinary
Extent and interest: Indirect beneficial
Trades carried out on-market or off-market: N/A
Prescribed clearance given: Yes
Name of director: Alberto Barrenechea
Non-executive director of: Metorex
Name of associate: Fami Cuatro De Inversiones S.A
("Fami Cuatro")
Relationship with the director: Mr Barrenechea is a director and an
indirect shareholder in Fami Cuatro
Date of transaction: 29 July 2011
Price per share (being the offer price in
terms of the Offer): R8.90
Number of shares: 28 442 214
Total value: R253 135 705
Class of shares: Ordinary
Extent and interest: Indirect beneficial
Trades carried out on-market or off-market: N/A
Prescribed clearance given: Yes
Nature of transactions:
Each of the aforementioned associates have irrevocably undertaken in favour of
Jinchuan, in their capacity as shareholders of the Company to attend (either in
person or by proxy) any meeting of Shareholders as contemplated in section 115
of the Companies Act, convened for the purpose of considering the Jinchuan
Scheme and to vote (or procure the voting of) all of the shares held (as
referred to above) in favour of any resolutions proposed to approve and/or
implement the Jinchuan Scheme.
Johannesburg
29 July 2011
Sponsor: One Capital
Public relations adviser: College Hill (tel: 011 447 3030)
Date: 29/07/2011 10:00:04 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.
