| Tue 2 Aug 2011, 9:00 | | 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 "Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 INTRODUCTION
Metorex shareholders ("Shareholders") are referred to the joint
announcement of a firm intention by Jinchuan Group Limited ("Jinchuan") to
make a cash offer, either directly or through a direct or indirect wholly-
owned subsidiary, 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 has been made by Jinchuan`s indirect South African
subsidiary, Newshelf 1124 (Proprietary) Limited (Registration number
2010/018679/07) ("Jinchuan SubCo") by way of a scheme of arrangement
proposed by the board of directors of Metorex ("Scheme") in terms of
section 114(1)(c) 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.
Shareholders are hereby advised that a circular containing details of the
Scheme and incorporating a notice of general meeting ("Circular") is being
posted to Shareholders today and is available on Metorex`s website at
www.metorexgroup.com. Shareholders are advised that the completion of the
Scheme is subject to the fulfillment or waiver of certain conditions
precedent set forth in the Circular, and are advised to review the Circular
for the terms and conditions of the Scheme.
2 NOTICE OF GENERAL MEETING
A general meeting of Shareholders ("General Meeting") will be held at 10:00
on Friday, 2 September 2011 at Nina Room 1, 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 ("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 Metorex Shareholders and notice Tuesday, 2 August
convening the General Meeting published on SENS on
Notice convening the General Meeting published in Wednesday, 3 August
the South African press on
Last day to trade Metorex Shares in order to be Monday, 22 August
recorded in the Register on the Scheme Voting
Record Date on
Scheme Voting Record Date being 17:00 on Monday, 29 August
General Meeting to be held at 10:00 on Friday, 2 September
Results of General Meeting published on SENS on Friday, 2 September
Results of General Meeting published in the South Monday, 5 September
African press on
Finalisation Date expected to be on Friday, 18 November
Finalisation Date announcement expected to be Friday, 18 November
published on SENS on
Finalisation Date announcement expected to be Monday, 21 November
published in the South African press on
Expected last day to trade Metorex Shares on the Friday, 25 November
JSE in order to be recorded in the Register to
receive the Scheme Consideration
Suspension of listing of Metorex Shares at the Monday, 28 November
commencement of trade on the JSE expected to be on
Scheme Consideration Record Date to be recorded in Friday, 2 December
the Register in order to receive the Scheme
Consideration expected to be on or about
Expected Operative Date of the Scheme on Monday, 5 December
Subject to the delayed implementation provisions Monday, 5 December
regulating Dissenting Shareholders set out in
paragraph 6.8.2 of the Circular, payment or
delivery of the Scheme Consideration 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 relevant Transfer Secretaries on or
before 12:00 on the Scheme Consideration Record
Date) on or about
Subject to the delayed implementation provisions Monday, 5 December
regulating Dissenting Shareholders set out in
paragraph 6.8.2 of the Circular, dematerialised
Scheme Participants expected to have their accounts
held at their CSDP or Broker credited with the
Scheme Consideration on or about
Expected termination of listing of Metorex Shares Tuesday, 6 December
on the 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 Jinchuan SubCo and approved by the JSE and/or the Takeover
Panel, if required. If the Conditions Precedent are not met by Friday, 18
November 2011, an updated timetable will be published on SENS and published
in the South African press.
2 Metorex 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 Metorex 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.
9 Capitalised terms in the Timetable have the defined meaning in the
Circular.
Johannesburg
2 August 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
Independent Expert: KPMG
Public relations advisor to Metorex: College Hill
Financial advisor to Jinchuan: Goldman Sachs International
Joint legal advisors to Jinchuan: Allen & Overy and Edward Nathan Sonnenbergs
Inc
Public relations advisor to Jinchuan: Temple Bar Advisory
Date: 02/08/2011 09:00:01 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.
