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Palamin confirmation of compulsory acquisition
As announced on the Stock Exchange News Service of the JSE Ltd. ("JSE") on 7 February 2014 and published in the press on 10 February 2014, Rio Tinto South Africa Ltd. (which has subsequently changed its name to Smart Union Resources South Africa Ltd.) ("RTSA"), has invoked the provisions of section 124(1)(a) of the Act in order to compulsorily acquire all the remaining ordinary shares in Palamin not already owned by it (the "Remaining Offer Shares") from those holders who did not accept the offer ("Remaining Holders") contained in a circular dated 16 September 2013 ("the Offer").
Confirmation that no court application was made in terms of section 124(2) of the Act
In terms of the notice in terms of section 124 of the Act to Remaining Holders dated 7 February 2014 (the "Notice") the Remaining Holders were advised that if they did not want RTSA to compulsorily acquire their Remaining Offer Shares, the Remaining Holders were entitled to make an application to the High Court of South Africa ("the Court") in terms of section 124(2) of the Act within 30 business days after receiving the Notice, seeking an order in terms of that section.
The last day for the Remaining Holders to make application to Court in terms of section 124(2) of the Act was Tuesday, 1 April 2014. RTSA hereby confirms that, as at 3 April 2014, no applications were made to the Court in terms of the afore-mentioned section. Accordingly, RTSA is entitled and bound to acquire the Remaining Offer Shares on the same terms and conditions as those of the Offer (the "Compulsory Acquisition"). The Compulsory Acquisition will take place on Friday, 4 April 2014.
Salient dates and times
Accordingly, the salient dates and times of the Compulsory Acquisition as contained in the Notice remain unchanged and are as follows:
- Last day to trade to be recorded on the register as one of the Remaining Holders Friday, 7 February 2014
- Suspension of Palamin Ordinary Shares on the JSE from the commencement of trading on Monday, 10 February 2014
- Record date to be recorded on the register as one of the Remaining Holders -- Friday, 14 February 2014
- Last day for Remaining Holders to apply to the Court in terms of section 124(2) of the Act -- Tuesday, 1 April 2014
- Compulsory Acquisition date -- Friday, April 4 2014
- Date of commencement of payment of the "Consideration", as defined in the Notice, to Remaining Holders who have submitted forms of surrender and/or whose details are known and/or holding dematerialised Palamin ordinary shares within six business days after the Compulsory Acquisition date (unclaimed Consideration to be held in trust subject to the provisions of section 124(8) of the Act and to be paid on demand) -- Monday, April 14 2014
- Termination of listing of Palamin on the JSE from the commencement of trading on Tuesday, 15 April 2014
Note: The above-mentioned dates and times are South African dates and times and are subject to change at the discretion of RTSA. All references to days are to business days.
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