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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Braemore Res | LSE:BRR | London | Ordinary Share | GB00B06GJQ01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.10 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 4115A
Braemore Resources PLC
07 October 2009
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 of such jurisdiction.
7 October 2009
Braemore Resources plc
("Braemore" or "the Company")
Recommended offer for Braemore Resources plc by Jubilee Platinum plc
Result of Court Meeting and General Meeting
Braemore Resources plc (AIM:BRR / JSE:BRE) announces that at the meeting
convened by the High Court of Justice in England and Wales (the "Court") held
earlier today, 7 October 2009 (the "Court Meeting"), and at the subsequent
General Meeting (the "General Meeting") to approve the scheme of arrangement
(the "Scheme") required to implement the acquisition by Jubilee Platinum plc of
the entire issued and to be issued share capital of Braemore (the "Proposal"),
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 14 September 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 Braemore Shareholders: FOR: 129 (94.85%), AGAINST: 7 (5.15%)
Representing the following number of shares voted: FOR: 396,259,816 (99.89%),
AGAINST: 438,830
(0.11%)
Representing the following percentage of Scheme Shares: FOR: 50.20%, AGAINST:
0.06%
GENERAL MEETING
The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the General Meeting.
The Court hearing to approve the Reduction of Capital and sanction the Scheme is
expected to take place on 29 October 2009, as set out in the Scheme Document.
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
this will take effect at 07.00 on 2 November 2009. The last day to trade in
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.
Notwithstanding the above, the Proposal remains subject to the terms and
conditions set out in the Scheme Document. The Scheme will not become effective
and the Proposal will not be completed unless the conditions set out in the
Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00
p.m. (London time) on 31 December 2009, or such later date as Jubilee and
Braemore may agree and (if required) the Court may approve.
A further announcement will be made in due course confirming the final dates.
7 October 2009
+-------------------------+------------------------------------------------------+
| | Braemore Advisors |
+-------------------------+------------------------------------------------------+
| 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 | Eversheds |
| Africa | |
+-------------------------+------------------------------------------------------+
| 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.
APPENDIX
Expected timetable of principal events
+--------------------------------------------------------------+----------------+
| Scheme Record Time on AIM | 6.00 p.m. on |
| | 28 October |
+--------------------------------------------------------------+----------------+
| Last Dealing Date in Braemore Shares on AIM | 28 October |
| | |
+--------------------------------------------------------------+----------------+
| Court hearing to approve the Reduction of Capital and | 29 October |
| sanction the Scheme | |
| | |
+--------------------------------------------------------------+----------------+
| Commencement of temporary suspension of Braemore Shares on | 7.00 a.m. on |
| AIM | 29 October |
| | |
+--------------------------------------------------------------+----------------+
| Scheme Effective Date | 30 October |
| | |
+--------------------------------------------------------------+----------------+
| Time of registration of the Court Order with the Registrar | 4.30 p.m. on |
| of Companies | 30 October |
| | |
+--------------------------------------------------------------+----------------+
| | |
+--------------------------------------------------------------+----------------+
| Last Date to Trade in Braemore Shares on the JSE | 30 October |
| | |
+--------------------------------------------------------------+----------------+
| Cancellation of admission of Braemore Shares to trading on | 7.00 a.m. on 2 |
| AIM | November |
| | |
+--------------------------------------------------------------+----------------+
| Listing of New Jubilee Shares on AIM at commencement of | 2 November |
| trade | |
| | |
+--------------------------------------------------------------+----------------+
| Listing of New Jubilee Shares on the JSE at commencement of | 2 November |
| trade | |
| | |
+--------------------------------------------------------------+----------------+
| Suspension of trading of the Braemore Shares on the JSE at | 2 November |
| commencement of trade | |
| | |
+--------------------------------------------------------------+----------------+
| CREST stock accounts credited with New Jubilee Shares in | 2 November |
| un-certificated form | |
| | |
+--------------------------------------------------------------+----------------+
| JSE Record Date | 6 November |
| | |
+--------------------------------------------------------------+----------------+
| Dematerialised Scheme Shareholders' accounts (held at their | 9 November |
| CSDP or broker) updated on or about | |
| | |
+--------------------------------------------------------------+----------------+
| Date for dispatch of certificated New Jubilee Shares on the | 9 November |
| JSE on or about | |
| | |
+--------------------------------------------------------------+----------------+
| Termination of listing of Braemore Shares on the JSE | Commencement |
| | of business on |
| | 9 November |
+--------------------------------------------------------------+----------------+
| Latest date for dispatch of certificated New Jubilee Shares | 13 November |
| trading on AIM | |
| | |
+--------------------------------------------------------------+----------------+
The above dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or, if capable of waiver, waived on or prior to such date.
All references to times are to times in London (unless otherwise stated).
Enquiries:
+--------------------------+---------------------------+-------------------------+
| Leon Coetzer | David Russell | Dennis Tucker |
| Braemore Resources plc | Braemore Resources plc | Qinisele Resources |
| Tel +27 (0)11 465 1913 | +61 (0) 416 377 157 | (Pty) Limited |
| | | Tel +27 (0) 82 492 4957 |
+--------------------------+---------------------------+-------------------------+
| Sharon Owens / Brian | James Joyce | Nicola Taylor |
| Chistie | WH Ireland Limited | Russell and Associates |
| Sasfin Capital | Tel +44 (0) 207 220 1666 | Tel +27 (0) 11 880 3924 |
| Tel +27 (0) 11 809 7500 | | |
| | | |
+--------------------------+---------------------------+-------------------------+
| Louise Goodeve / Leah | | |
| Kramer | | |
| Walbrook PR | | |
| Tel +44 (0) 207 933 8780 | | |
+--------------------------+---------------------------+-------------------------+
Notes to Editors:
Braemore Resources offers investors an attractive opportunity to enter into the
PGMs and nickel business, initially through the mid-stream processing of these
metals and, in time, through mine-to-market production opportunities.
Braemore Resources is principally involved in evaluating, establishing and
operating independent facilities for the roasting, smelting and refining of
concentrates containing PGM and associated base metals and for the reclamation
and processing of sulphide nickel tailings. Diversified both geographically and
in terms of product, the Company is located in two key mining regions - Braemore
Nickel in Western Australia and Braemore Platinum in South Africa. Braemore's
access to proprietary technology, and in particular the Mintek ConRoast
technology, which has successfully operated at test plant level, makes the
Company well-positioned to become a significant player in the burgeoning South
African PGMs sector, offering a more cost-effective, environmentally friendly
and accessible smelting option to many junior mining companies. Unlike
conventional smelters, ConRoast is unaffected by the high-chrome content ores,
which are increasingly being mined.
Braemore's management team, in South Africa and Australia, bring with them
impressive credentials in their respective sectors, combined with a Board that
has experience in metals processing, financial and commodities markets.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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