Jinchuan Group Limited ("Jinchuan") and Metorex Limited ("Metorex"): Posting of Shareholder Circular, Notice of Metorex General Shareholder Meeting and Update on Irrevocable UndertakingsBy Jinchuan Group Limited, PRNE
Monday, August 1, 2011
JOHANNESBURG, August 2, 2011 -
Today Jinchuan (through a wholly owned subsidiary) and Metorex posted a circular to Metorex shareholders (”the Circular”). The Circular contains details of the proposed scheme of arrangement in terms of section 114(1)(c) of the Companies Act proposed by the Metorex Board between Metorex and its shareholders, in terms of which, if implemented, an indirect South African subsidiary of Jinchuan will acquire the entire issued and to be issued ordinary share capital for a cash consideration of R8.90 per Metorex share.
2. Shareholder meeting
The Circular contains details of the proposed scheme of arrangement and notice of the general shareholder meeting due to be held on Friday 2 September, 2011. The full Circular is available on Metorex’s website at www.metorexgroup.com and you are referred to it for further information. Shareholders are advised that the completion of the scheme of arrangement is subject to fulfillment or waiver of certain conditions precedent set forth in the Circular, and are advised to review the Circular for the terms of the proposed scheme.
3. Irrevocable shareholder undertakings
Jinchuan has received irrevocable undertakings to vote in favour of the Jinchuan Offer, from the following Metorex shareholders:
Institution Shares subject to % holding undertaking Beankin Investments (Proprietary) Limited 9 079 000 0.90% Coronation Asset Management (Proprietary) Limited (1) 69 500 000 6.92% Fami Cuatro de Inversiones S.A. 28 442 214 2.83% Minerales y Productos Derivados, S.A 89 242 524 8.89% Public Investment Corporation SOC Limited 80 499 152 8.02% S.A. Sulquisa 12 080 164 1.20% Standard Bank 24 000 000 2.39%
The aggregate number of Metorex Shares subject to irrevocable undertakings therefore amounts to 312843054Metorex Shares, representing 31.15%of the entire issued share capital of Metorex.
- As at the date of the undertaking, the total number of Metorex Shares that are subject to the irrevocable undertaking provided by Coronation is 69,500,000 Metorex Shares. However in terms of the undertaking, Coronation is permitted to sell or dispose of up to 34,750,000 of these Metorex Shares. Accordingly, the number Metorex Shares subject to the undertaking will not reduce below 34,750,000 Metorex Shares (3.46% of Metorex’s issued share capital) and the total number Metorex Shares subject to irrevocable undertakings will not reduce below 278,093,054 Metorex Shares (27.69% of Metorex’s issued share capital).
- Expected timetable
Notice convening the General Meeting published in the South African press on Wednesday, 3 August Last day to trade Metorex Shares in order to be recorded in the Register on the Scheme Voting Record Date on Monday, 22 August Scheme Voting Record Date being 17h00 on Monday, 29 August General Meeting to be held at 10h00 on Friday, 2 September Results of General Meeting published on SENS on Friday, 2 September Results of General Meeting published in the South African press on Monday, 5 September Finalisation Date expected to be on Friday, 18 November Finalisation Date announcement expected to be published on SENS on Friday, 18 November Finalisation Date announcement expected to be published in the South African press on Monday, 21 November Expected last day to trade Metorex Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration on Friday, 25 November Suspension of listing of Metorex Shares at the commencement of trade on the JSE expected to be on Monday, 28 November Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration expected to be on or about Friday, 2 December Expected Operative Date of the Scheme on Monday, 5 December Payment or delivery of the Scheme Consideration expected to be transferred electronically or posted to certificated Scheme Participants, provided certificated title documents are received on time, on or about (subject to limited exceptions) Monday, 5 December Expected termination of listing of Metorex Shares on the JSE at the commencement of trade on or about Tuesday, 6 December
Note: The above dates and times are subject to such changes as may be agreed to by Metorex and Jinchuan’s subsidiary that is making the offer, and approved by the JSE and/or the Takeover Panel, if required.
The Chairman of Jinchuan’s Board of Directors, Mr. Yang Zhiqiang commented:
“We are pleased to provide an anticipated timetable for the implementation of our recommended cash offer. We believe the offer represents significant value for Metorex shareholders, as indicated by the irrevocable undertakings received to date.”
Headquartered in Jinchang City, Gansu Province, Jinchuan is China’s largest producer of nickel, cobalt and platinum group metals, as well as one of the largest producers of refined copper. Globally, Jinchuan is currently the fourth largest producer of nickel and the second largest producer of cobalt. Additional information about Jinchuan can be found by visiting: www.jnmc.com
Metorex is a producer of copper and cobalt, with operations in the African Copper Belt. Metorex has two operating mines, Chibuluma located in Zambia, in which it holds an 85% interest, and Ruashi in the Democratic Republic of Congo (”DRC”), in which it holds a 75% interest. Metorex has three projects in the DRC, one in the development phase and two in the exploration phase. In 2010, Metorex produced 51,569 metric tons of copper and 3,622 metric tons of cobalt. Additional information about Metorex can be found by visiting: www.metorexgroup.com
This press release does not constitute an offer to buy or subscribe for or a solicitation of an offer to sell any securities (including without limitation any securities of Metorex nor shall there be any sale of securities in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction.
Temple Bar Advisory (PR advisor to Jinchuan) Tom Allison/Alex Money/Alex Child-Villiers T.+44(0)207-002-1080 Johannes van Niekerk T.+27(0)829-219-110
Tags: August 2, China, Jinchuan Group Limited, Johannesburg, South Africa