| Mon 14 Nov 2011, 8:50 | | MTX - Metorex - Update on Conditions relating to the Scheme |
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MTX
MEMTX
MTX - Metorex - 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 published on the Securities Exchange News Service on
Wednesday, 2 November 2011. Terms defined in the Circular bear the same meanings
herein unless otherwise stated.
Metorex and Jinchuan are pleased to announce that the Anti-Monopoly Bureau of
the Ministry of Commerce of the People`s Republic of China ("MOFCOM") has
unconditionally granted approval for the implementation of the Scheme under the
Anti-monopoly Law of the People`s Republic of China. Good progress has also
been made on other PRC Consents, as the Gansu Provincial SASAC has approved the
transaction and the state NDRC is at the final stages in its review and approval
of the Scheme.
Accordingly, the outstanding Conditions Precedent comprise:
- an exemption from the Zambian Securities and Exchange Commission from any
obligation to make a mandatory offer to minority shareholders of Chibuluma
in accordance with applicable Zambian laws and regulations;
- the remaining PRC Consents, including approvals by the NDRC and MOFCOM
regarding acquisition of overseas assets and the registration with SAFE for
the foreign exchange required for the payment of the aggregate Scheme
Consideration; and
- no Material Adverse Change occurring.
UPDATED IMPORTANT DATES AND TIMES
Given that the outstanding Consents are of a regulatory nature and accordingly
are not subject to definitive timelines, the current status of the Conditions
Precedent has necessitated Metorex and Jinchuan to update the anticipated
remaining important dates and times relating to the Scheme ("Timetable") as set
out below.
Finalisation Date expected to be on Thursday,29
December 2011
Finalisation Date announcement expected to be Thursday, 29
published on SENS on December 2011
Finalisation Date announcement expected to be Friday, 30 December
published in the South African press on 2011
Expected last day to trade Metorex Shares on Friday, 6 January
the JSE in order to be recorded in the Register 2012
to receive the Scheme Consideration
Suspension of listing of Metorex Shares at the Monday, 9 January
commencement of trade on the JSE expected to be 2012
on
Scheme Consideration Record Date to be recorded Friday, 13 January
in the Register in order to receive the Scheme 2012
Consideration expected to be on or about
Expected Operative Date of the Scheme on Monday, 16 January
2012
Payment or delivery of the Scheme Consideration Monday, 16 January
expected to be transferred electronically or 2012
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
Dematerialised Scheme Participants expected to Monday, 16 January
have their accounts held at their CSDP or 2012
Broker credited with the Scheme Consideration
on or about
Expected termination of listing of Metorex Tuesday, 17 January
Shares on the JSE at the commencement of trade 2012
on or about
Notes:
1. All anticipated dates are merely indicative and dependent on the
Finalisation Date, which in turn is dependent on the fulfillment of the
outstanding Conditions Precedent to the Scheme.
2. 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 fulfilled or waived
by Friday, 29 December 2011, an updated timetable will be published on SENS
and published in the South African press.
3. 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.
4. No Dematerialisation or re-materialisation of Shares may take place from
the Business Day following the Scheme LDT.
5. Although the important 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.
6. All times referred to above are references to South African Standard Time.
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
14 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: 14/11/2011 08:50:10 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.
