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MTX
MEMTX
MTX - Metorex Limited - Finalisation announcement regarding the dates and
times of 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")
FINALISATION ANNOUNCEMENT REGARDING THE DATES AND TIMES OF THE SCHEME
Shareholders are referred to the announcements and 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 ("Act"), and the separate offer
to the holders of options under Metorex`s employee share incentive schemes
whereby Jinchuan will acquire the entire issued share capital of Metorex
(collectively the "Offer"). Terms defined in the Circular bear the same
meanings herein unless otherwise stated.
CONDITIONS PRECEDENT TO THE SCHEME
Metorex and Jinchuan are pleased to announce that all Conditions Precedent to
the Scheme and Offer have been fulfilled and that the TRP has issued the
required compliance certificate in respect of the Offer in terms of sections
115(1)(b), 119(4)(b) and 121 of the Act as read with Regulation 102(13) of the
Companies Regulations 2011.
FINAL DATES AND TIMES
The final dates relating to the Scheme are set out below:
Finalisation Date on Wednesday, 28 December 2011
Finalisation Date announcement published on Wednesday, 28 December 2011
SENS on
Finalisation Date announcement published in the Thursday, 29 December 2011
South African press on
Last day to trade Metorex Shares on the JSE in Friday, 6 January 2012
order to be recorded in the Register to receive
the Scheme Consideration
Suspension of listing of Metorex Shares at the Monday, 9 January 2012
commencement of trade on the JSE on
Scheme Consideration Record Date to be recorded Friday, 13 January 2012
in the Register in order to receive the Scheme
Consideration on
Operative Date of the Scheme on Monday, 16 January 2012
Payment or delivery of the Scheme Consideration Monday, 16 January 2012
to be transferred electronically or 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 to have Monday, 16 January 2012
their accounts held at their CSDP or Broker
credited with the Scheme Consideration on
Termination of listing of Metorex Shares on the Tuesday, 17 January 2012
JSE at the commencement of trade on
Notes:
1. 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.
2. No Dematerialisation or re-materialisation of Shares may take place
from the Business Day following the Scheme LDT.
3. 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
28 December 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: 28/12/2011 15:26:08 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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