11th Jan 2010 13:00
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NEWS RELEASE 10-02 January 11, 2010 www.first-quantum.com www.kiwara.co.uk |
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE RESULT OF COURT MEETING AND GENERAL MEETING
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Kiwara plc Registration number: 01760458 JSE: KWR AIM: KIW ISIN: GB0007702953 |
First Quantum Minerals Ltd. TSX: FM LSE: FQM |
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM") and Kiwara PLC ("Kiwara", LSE AIM Symbol - "KIW", JSE Symbol "KWR") today announce that further to the news release dated 23 November 2009 detailing a proposed scheme of arrangement pursuant to which First Quantum would acquire the entire issued share capital of Kiwara (the "Scheme"), Kiwara shareholders are advised that at the meeting convened by the High Court of Justice in England and Wales (the "Court") held earlier today, 11 January 2010 (the "Court Meeting"), and at the subsequent General Meeting (the "General Meeting") to approve the Scheme required to implement the acquisition by First Quantum of the entire issued and to be issued share capital of Kiwara, all of the resolutions received the necessary majority votes and were accordingly approved.
Any capitalised term used but not defined in this announcement is as defined in the shareholder circular relating to the Scheme dated 18 December 2009 (the "Scheme Document").
Voting results
The voting results in relation to the Court Meeting and the General meeting are summarised below:
COURT MEETING
Number of Kiwara Shareholders: FOR: 48 (100%), AGAINST: 0 (0%)
Representing the following number of shares voted: FOR: 161,174,820 (100%), AGAINST: 0 (0%)
Representing the following percentage of Scheme Shares: FOR: 81.0%, AGAINST: 0%
GENERAL MEETING
The special resolutions to give effect to the Scheme were passed unanimously on a show of hands at the General Meeting.
Timetable
The Court hearing to approve the Reduction of Capital and sanction the Scheme is expected to take place on Thursday, 28 January 2010, as set out in the Scheme Document. The cancellation of admission of Kiwara Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that this will take effect at 07.00 on Monday, 1 February 2010. The last day to trade in Kiwara Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Kiwara Shares on the JSE with effect from the commencement of business on Tuesday, 9 February 2010, or such later date as may be requested by Kiwara and approved by the JSE.
A further announcement will be made in due course confirming the final dates.
On Behalf of the Board of Directors
First Quantum Minerals Ltd. Kiwara Plc
G. Clive Newall Colin Bird
President Executive Chairman
Listed in Standard and Poor's
Enquiries:
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Raju Samtani Kiwara plc Tel: +44 (0)20 7581 4477 |
Clive Newall First Quantum Minerals Ltd Tel: +44 140 327 3484 |
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Matthew Robinson/ Ed Frisby FinnCap, London Tel: +44 (0)20 7600 1658 |
Sharon Loung First Quantum Minerals Ltd Tel: +1 647 346 3934 or +1 888 688 6577
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Brian Chistie Sasfin Capital Tel: +27 (0) 11 809 7500 |
Simon Hockridge Hogarth Partnership Ltd. Tel: +44 (0) 20 7357 9477
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Suzanne Johnson-Walsh Bishopsgate Communications Tel: +44 (0) 20 7562 3350 |
This announcement is not intended to and does not constitute, or form part of, an offer or an invitation to purchase or sell any shares of either First Quantum or Kiwara or any other securities pursuant to the Scheme or otherwise. The offer to acquire the entire issued share capital of Kiwara by First Quantum (the "Offer) is made solely by the Scheme Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted and the Scheme approved.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders are set out in the Scheme document.
This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any jurisdiction where such distribution or use would be contrary to any law or regulation or would require any registration, licensing or other permission. Neither this announcement nor any copy of it nor the information contained in it may be taken or transmitted in or into USA, Republic of Ireland and Japan, or distributed, directly or indirectly, in or into USA, Republic of Ireland and Japan, or distributed or redistributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of USA, Republic of Ireland and Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement has been prepared in accordance with English law, the AIM Rules and the JSE Listings Requirements and information disclosed may not be the same as that which would have been prepared in accordance with the law of jurisdictions outside England. The Offer is subject to the applicable rules and regulations of the Financial Services Authority, LSE, and the JSE.
This announcement and the information contained herein are not an offer of securities for sale in the United States. Neither Kiwara nor First Quantum securities may be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither Kiwara nor First Quantum intend to register an offering of their respective securities in the United States or to conduct a public offering of any of their respective securities in the United States.
Neither Kiwara nor First Quantum's securities have been or will be registered under the applicable securities laws of any state or jurisdiction of USA, Republic of Ireland and Japan and, subject to certain exceptions, may not be offered or sold within USA, Republic of Ireland and Japan or to or for the benefit of any national, resident or citizen of USA, Republic of Ireland and Japan.
Certain statements in this announcement may constitute "forward-looking statements". Such forward-looking statements or information include but are not limited to statements or information with respect to future price of copper or gold, estimation of mineral reserves and mineral resources, our exploration and development program, estimated future expenses, exploration and development capital requirements, and our goals and strategies. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the beliefs and expectations of the First Quantum and Kiwara directors and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of Kiwara and First Quantum. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. First Quantum, Kiwara and their respective advisors and each of their respective members, directors, officers and employees disclaim any obligation to update their view of such risks and uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law. With respect to forward-looking statements and information contained herein, First Quantum and Kiwara have made numerous assumptions including among other things, assumptions about the price of copper and gold, anticipated costs and expenditures and our ability to achieve our goals. Although their respective managements believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.
See First Quantum's annual information form and quarterly and annual management's discussion and analysis for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although First Quantum has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond First Quantum's control. Accordingly, readers should not place undue reliance on forward-looking statements or information. First Quantum undertake no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information made herein, are qualified by this cautionary statement.
Nothing in this announcement is intended, or is intended to be construed, as a forecast, projection or estimate of the future financial performance of First Quantum or Kiwara.
Related Shares:
FQM.L