29th Oct 2009 13:45
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
29 October 2009 AIM: BRR / JSE: BRE
Recommended offer for Braemore Resources plc
by
Jubilee Platinum plc
Court order sanctioning scheme and confirming reduction of capital
Braemore Resources plc ("Braemore") announces that, at a hearing held earlier today, the High Court of Justice in England and Wales sanctioned the Scheme of Arrangement (the "Scheme") in relation to the recommended acquisition of Braemore by Jubilee Platinum plc ("Jubilee"). The Court also confirmed the reduction of share capital involved therein. This Scheme was approved by the requisite majorities of Braemore Shareholders at the Court Meeting and the General Meeting which were both held on 7 October 2009.
The Scheme is conditional on the delivery of an office copy of the Court Order sanctioning the Scheme and confirming the reduction of capital being registered with the Registrar of Companies in England and Wales. This is expected to be on 30 October 2009.
Trading in Braemore ordinary shares on AIM has been temporarily suspended. The cancellation of admission of Braemore Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that such cancellation will take effect at 7.00 a.m. on 2 November 2009. The last day to trade in the Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE.
Capitalised terms used, but not defined, in this announcement have the same meaning given to them in the circular posted to shareholders on 14 September 2009 (the "Scheme Document").
Expected timetable of principal events
|
Scheme Effective Date |
30 October 2009 |
|
Time of registration of the Court Order with the Registrar of Companies |
4.30 p.m. on 30 October 2009 |
|
Last Date to Trade in Braemore Shares on the JSE |
30 October 2009 |
|
Cancellation of admission of Braemore Shares to trading on AIM |
7.00 a.m. on 2 November 2009 |
|
Listing of New Jubilee Shares on AIM at commencement of trade |
2 November 2009 |
|
Listing of New Jubilee Shares on the JSE at commencement of trade |
2 November 2009 |
|
Suspension of trading of the Braemore Shares on the JSE at commencement of trade |
2 November 2009 |
|
CREST stock accounts credited with New Jubilee Shares in uncertificated form |
2 November 2009 |
|
JSE Record Date |
6 November 2009 |
|
Dematerialised Scheme Shareholders' accounts (held at their CSDP or broker) updated on or about |
9 November 2009 |
|
Date for dispatch of certificated New Jubilee Shares on the JSE on or about |
9 November 2009 |
|
Termination of listing of Braemore Shares on the JSE |
Commencement of business on 9 November 2009 |
|
Latest date for dispatch of certificated New Jubilee Shares trading on AIM |
13 November 2009 |
All references to times are to times in London (unless otherwise stated).
Enquiries:
|
Leon Coetzer Braemore Resources plc Tel +27 (0)11 465 1913 |
David Russell Braemore Resources plc +61 (0) 416 377 157 |
Dennis Tucker Qinisele Resources (Pty) Limited Tel +27 (0) 82 492 4957 |
|
Sharon Owens / Brian Chistie Sasfin Capital Tel +27 (0) 11 809 7500 |
James Joyce WH Ireland Limited Tel +44 (0) 207 220 1666 |
Nicola Taylor Russell and Associates Tel +27 (0) 11 880 3924 |
|
Louise Goodeve / Leah Kramer Walbrook PR Tel +44 (0) 207 933 8780 |
|
Advisers to Braemore |
|
|
Corporate adviser |
Qinisele Resources (Pty) Limited |
|
Sponsor |
Sasfin Capital (A division of Sasfin Bank Limited) |
|
Nominated adviser |
WH Ireland Limited |
|
Independent adviser |
Venmyn Rand (Pty) Limited |
|
Legal adviser in the UK |
Watson, Farley & Williams LLP |
|
Legal adviser in South Africa |
Eversheds |
|
Reporting accountants |
Moore Stephens MWM Inc |
|
Auditors |
BDO Stoy Haywood LLP |
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal.
The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions.
Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.
Related Shares:
Jubilee Metals