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MTX
MEMTX
MTX - Metorex Limited - Update on conditions relating to the scheme
Metorex Limited NEWSHELF 1124 (PROPRIETARY)
(Incorporated in the Republic of LIMITED
South Africa) (Incorporated in the Republic of
(Registration number South Africa)
1934/005478/06) (Registration number
Share code: MTX 2010/018679/07)
ISIN: ZAE000022745 An indirectly-owned subsidiary of
Issuer code: MEMTX Jinchuan Group Limited
("Metorex") ("Jinchuan")
UPDATE ON CONDITIONS RELATING TO 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 in terms of section 114(1)(c) of the Companies Act,
No 71 of 2008, as amended, and the separate offer to Option Holders and
are further referred to the update announcement released on the
Securities Exchange News Service on Tuesday, 4 October 2011. Terms
defined in the Circular bear the same meanings herein unless otherwise
stated.
Metorex and Jinchuan are pleased to announce that the Government of the
Republic of Zambia ("GRZ") has unconditionally and irrevocably consented
to the implementation and completion of the Scheme and the Zambian
Ministry of Finance and National Planning has waived its rights to
require Metorex to acquire its special share interest in the Metorex
business, in respect of Chibuluma, to which the GRZ is entitled
("Mandatory Offer Waiver").
As a result of having obtained the Mandatory Offer Waiver, Metorex is
able to formally approach the Zambian Securities and Exchange Commission
to obtain an exemption from any obligation to make a mandatory offer to
minority shareholders of Chibuluma in accordance with applicable Zambian
laws and regulations.
Shareholders will be updated as to the status of the remaining Conditions
Precedent in due course.
Jinchuan and the Metorex Independent Board accept responsibility for the
information contained in this announcement insofar as it relates to
Jinchuan and Metorex respectively.
Johannesburg
2 November 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 Inc
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: 02/11/2011 14:27:57 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.
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