| Tue 4 Oct 2011, 10:35 | | MTX - Metorex Limited - Update on completion of the scheme |
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MTX
MEMTX
MTX - Metorex Limited - Update on completion of the scheme
Metorex Limited
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
("Metorex")
NEWSHELF 1124 (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/018679/07)
An indirectly-owned subsidiary of Jinchuan Group Limited
("Jinchuan")
UPDATE ON COMPLETION OF THE SCHEME
Shareholders are referred to the circular to shareholders dated Tuesday, 2
August 2011 ("Circular") relating to the scheme of arrangement proposed by the
Metorex Board ("Scheme") in terms of section 114(1)(c) of the Companies Act,
No 71 of 2008, as amended, and the separate offer to Option Holders. Terms
defined in the Circular bear the same meanings herein unless otherwise stated.
Shareholders of Metorex are reminded that, as announced on Friday, 2 September
2011, the ordinary and special resolutions contained in the notice attached to
the Circular, approving the Scheme, were duly passed at the General Meeting.
Subsequent to this approval, the Long Stop Date for fulfilment of the
conditions to the Scheme has been extended to 11 January 2012, which is 190
days after Tuesday, 5 July 2011, being the date of the Firm Intention
Announcement.
The Scheme is subject to three broad categories of consents as Conditions
Precedent, namely Regulatory Consents (essentially approvals, consents or
waivers from regulatory, governmental and quasi-governmental bodies necessary
to implement the Scheme, including competition authorities in South Africa and
Zambia), Third Party Consents (approvals, waivers or consents from third
parties necessary to implement the Scheme, of which the joint venture
shareholders have been identified) and governmental bodies in the People`s
Republic of China ("PRC") Consents (approvals by regulatory bodies and
governmental bodies). The Scheme is also conditional upon the receipt of
waivers from lenders to Metorex and no Material Adverse Change occurring by
the date upon which the other Conditions Precedent are fulfilled or waived.
Metorex and Jinchuan are pleased to announce that the South African
Competition Commission and the Zambian Competition and Consumer Protection
Commission each approved the Scheme on Tuesday, 13 September 2011 and Friday,
30 September 2011, respectively.
Shareholders are advised that the following Third Party Consents in respect of
the Scheme have been obtained:
the waiver by ZCCM Investments Holdings plc of its rights to sell its shares
in Chibuluma to Metorex pursuant to Metorex`s obligation in terms of
applicable laws and regulations to make an offer ("Mandatory Offer") to the
minority shareholders of Chibuluma; and
the waiver by La Generale des Carrieres et des Mines ("Gecamines") of all its
rights to require Ruashi Holdings to offer its shares in Ruashi Mining for
sale to Gecamines.
In addition, Metorex has received the requisite waivers from all lenders to
Metorex and/or any of its subsidiaries of any change of control rights that
they may otherwise have had.
The following Conditions Precedent remain outstanding:
obtaining the consent of the Zambian Ministry of Finance to the change of
control of Metorex pursuant to its rights under a special share it is entitled
to hold in Chibuluma, and waiver by the Zambian Ministry of Finance of any
rights to sell the said special share pursuant to the Mandatory Offer;
obtaining an exemption from the Zambian Securities and Exchange Commission
from the obligation to make a Mandatory Offer to ZCCM Investments Holdings plc
and the Zambian Ministry of Finance on the basis of them having waived their
rights in this regard;
obtaining the PRC Consents; and
no Material Adverse Change occurring.
With regard to the PRC Consents, Metorex has been notified by Jinchuan that
good progress has been made with respect to applying for the required
approvals and consents from the relevant PRC authorities. Application
documentation has been formally accepted by the relevant PRC authorities, and
Jinchuan advises that it believes the process is progressing well and
anticipates receiving the relevant approvals and consents in due course.
Given the progress made to date regarding the fulfilment of the outstanding
Conditions Precedent, Metorex and Jinchuan do not at this stage anticipate any
change to the timetable relating to the Scheme, as set out in the Circular
with the anticipated Finalisation Date for the transaction being Friday, 18
November 2011.
Jinchuan and the Metorex Independent Board accept responsibility for the
information contained in this announcement insofar as it relates to Jinchuan
and Metorex respectively.
The forward looking statements in this announcement are subject to the
qualifications set out in the Circular and are incorporated by reference.
Johannesburg
4 October 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 to Metorex: KPMG
Investor relations advisor to Metorex: College Hill
Financial advisor and investment bank to Jinchuan: Goldman Sachs International
Joint legal advisor to Jinchuan: Allen & Overy
Joint legal advisor to Jinchuan: Edward Nathan Sonnenbergs
Public relations advisor to Jinchuan: Temple Bar Advisory
General
The release, publication or distribution of this announcement in jurisdictions
other than South Africa may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than South Africa should
inform themselves about, and observe any applicable requirements. This
announcement has been prepared for the purposes of complying with the laws of
South Africa and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of South Africa.
Date: 04/10/2011 10:35:01 Produced by the JSE SENS Department.
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