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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 South LIMITED
Africa) (Incorporated in the Republic of
(Registration number 1934/005478/06) South Africa)
Share code: MTX (Registration number
ISIN: ZAE000022745 2010/018679/07)
Issuer code: MEMTX An indirectly-owned subsidiary of
("Metorex") Jinchuan Group Limited
("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 Thursday, 24 November 2011. Terms defined in the Circular bear the
same meanings herein unless otherwise stated.
Metorex and Jinchuan are pleased to announce that an exemption has been
received 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.
Accordingly, the outstanding Conditions Precedent comprise:
- the remaining PRC Consents, being approval by MOFCOM regarding the
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.
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
29 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: 29/11/2011 11:20:01 Produced by the JSE SENS Department.
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