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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 : 0046Z
Braemore Resources PLC
14 September 2009
BRAEMORE RESOURCES PLC
("Braemore")
AIM: BRR/ JSE: BRE
JUBILEE PLATINUM PLC
("Jubilee")
AIM: JLP/ JSE: JBL
OFFER BY JUBILEE TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
BRAEMORE, PURSUANT TO WHICH BRAEMORE SHARES WILL BE CANCELLED FROM TRADING ON
AIM AND THE JSE LIMITED (THE "OFFER")
1. NOTICE OF SCHEME MEETING AND POSTING OF SCHEME DOCUMENT
On 3 July 2009 Braemore and Jubilee released a joint announcement relating to a
Scheme of arrangement (the "Scheme") in accordance with Part 26 of the UK
Companies Act of 2006, as amended (the "Act") that has been proposed by Jubilee
between Braemore and Braemore's shareholders (the "Proposal"), in terms of which
members recorded in the register of members of Braemore at the appropriate time
will receive 1 new Jubilee share for every 15.818 Braemore shares held by
Braemore shareholders (the "Consideration"). Upon the Scheme becoming effective,
Braemore will become a wholly-owned subsidiary of Jubilee and Braemore's listing
on AIM (a market operated by the London Stock Exchange plc) and on the
Johannesburg Securities Exchange operated by the JSE Limited (the "JSE") will be
cancelled.
Any capitalised term used but not defined in this announcement is as defined in
the Scheme Document (as defined below).
Further to the above announcement, shareholders are advised that on Friday, 11
September 2009, the Court granted an order to Braemore affording Braemore leave
to convene a Court Meeting for the purpose of considering and, if deemed fit,
approving (with or without modification) the Scheme. The Court Meeting is to be
held at 11:00 a.m. on Wednesday, 7 October 2009 at the offices of Watson, Farley
& Williams LLP, 15 Appold Street, London EC2A 2HB. The implementation of the
Scheme will also require the passing by Braemore Shareholders of a special
resolution to be proposed at a general meeting to be held at 11:05 a.m. on the
same day as the Court Meeting (or as soon thereafter as the Court Meeting shall
have been concluded or been adjourned).
A Scheme document containing, inter alia, the terms of the Scheme, an
Explanatory Statement (pursuant to Section 897 of the UK Companies Act 2006),
notices of the required meetings, a timetable of principal events and details of
the action to be taken by Braemore Shareholders (the "Scheme Document") is being
posted today to Braemore Shareholders and will also be available on Braemore's
website at www.braemoreresources.com. Copies of (amongst other documents) the
Scheme Document are available (during normal business hours) for inspection at
the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB
and at Braemore's South African office, Block B, 1st Floor, Stoney Ridge Office
Park, Cnr. Witkoppen And Waterford Roads, Kleve Hill Park, 2191, Johannesburg,
until the Scheme becomes effective.
2. OPINIONS AND RECOMMENDATIONS
Braemore has retained Venmyn Rand (Pty) Limited ("Venmyn") to act as its
independent advisor in connection with the Scheme. Venmyn delivered to the
Braemore board of directors an opinion that the terms and conditions of the
Scheme are fair to the Braemore Shareholders.
The directors of Braemore have considered the terms and conditions of the Scheme
and, inter alia, the opinion of Venmyn, and are of the unanimous opinion that
the Scheme is fair to Braemore Shareholders. Accordingly, the board of directors
of Braemore recommends that Braemore Shareholders vote in favour of the Scheme.
The directors of Braemore who hold Braemore Shares intend to vote in favour of
the Scheme at the Court Meeting in respect of their own beneficial holdings of
Braemore Shares.
3. SALIENT DATES AND TIMES
+-----------------------------------------------------------+--------------------+
| | 2009 |
+-----------------------------------------------------------+--------------------+
| | |
+-----------------------------------------------------------+--------------------+
| | |
+-----------------------------------------------------------+--------------------+
| Latest time for lodging Forms | |
| of Proxy for the: | |
+-----------------------------------------------------------+--------------------+
| * Court | 11.00 a.m. on 5 |
| Meeting (BLUE | October |
| Form of | |
| Proxy)* | |
| | |
+-----------------------------------------------------------+--------------------+
| * General | 11.05 a.m. on 5 |
| Meeting (PINK | October |
| Form of | |
| Proxy) | |
| | |
+-----------------------------------------------------------+--------------------+
| Voting Record Time | 6.00 p.m. on 5 |
| | October |
+-----------------------------------------------------------+--------------------+
| Jubilee General Meeting | 11.00 a.m. on 7 |
| | October |
+-----------------------------------------------------------+--------------------+
| Court Meeting | 11.00 a.m. on 7 |
| | October |
+-----------------------------------------------------------+--------------------+
| General Meeting | 11.05 a.m. on 7 |
| | October |
+-----------------------------------------------------------+--------------------+
| The dates below 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. Any change will be published on |
| RNS, SENS and in the SA press. |
| |
+--------------------------------------------------------------------------------+
| Scheme Record Time on AIM | 6.00 p.m. on 28 |
| | October |
+-----------------------------------------------------------+--------------------+
| Last Dealing Date in Braemore | 28 October |
| Shares on AIM | |
| | |
+-----------------------------------------------------------+--------------------+
| Court hearing to approve the | 29 October |
| Reduction of Capital and | |
| sanction the Scheme | |
| | |
+-----------------------------------------------------------+--------------------+
| Commencement of temporary | 7.00 a.m. on 29 |
| suspension of Braemore Shares | October |
| on AIM | |
| | |
+-----------------------------------------------------------+--------------------+
| Scheme Effective Date | 30 October |
| | |
+-----------------------------------------------------------+--------------------+
| Time of registration of the | 4.30 p.m. on 30 |
| Court Order with the Registrar | October |
| of Companies | |
| | |
+-----------------------------------------------------------+--------------------+
| | |
+-----------------------------------------------------------+--------------------+
| Last Date to Trade in Braemore | 30 October |
| Shares on the JSE | |
| | |
+-----------------------------------------------------------+--------------------+
| Cancellation of admission of | 7.00 a.m. on 2 |
| Braemore Shares to trading on | November |
| AIM | |
| | |
+-----------------------------------------------------------+--------------------+
| Listing of New Jubilee Shares | 2 November |
| on AIM at commencement of trade | |
| | |
+-----------------------------------------------------------+--------------------+
| Listing of New Jubilee Shares | 2 November |
| on the JSE at commencement of | |
| trade | |
| | |
+-----------------------------------------------------------+--------------------+
| Suspension of trading of the | 2 November |
| Braemore Shares on the JSE at | |
| commencement of trade | |
| | |
+-----------------------------------------------------------+--------------------+
| CREST stock accounts credited | 2 November |
| with New Jubilee Shares in | |
| uncertificated form | |
| | |
+-----------------------------------------------------------+--------------------+
| JSE Record Date | 6 November |
| | |
+-----------------------------------------------------------+--------------------+
| Termination of listing of | 9.00 a.m. on 9 |
| Braemore Shares on the JSE | November |
| | |
+-----------------------------------------------------------+--------------------+
| Dematerialised Scheme | 9 November |
| Shareholders' accounts (held at | |
| their CSDP or broker) updated | |
| on or about | |
| | |
+-----------------------------------------------------------+--------------------+
| Date for dispatch of | 9 November |
| certificated New Jubilee Shares | |
| on the JSE on or about | |
| | |
+-----------------------------------------------------------+--------------------+
| Termination of listing of | Commencement of |
| Braemore Shares on the JSE | business on |
| | 9 November |
+-----------------------------------------------------------+--------------------+
| Latest date for dispatch of | 13 November |
| certificated New Jubilee Shares | |
| trading on AIM | |
| | |
+-----------------------------------------------------------+--------------------+
* A blue Form of Proxy for the Court Meeting not lodged by this time may be
handed to the Chairman at the Court Meeting.
Notes:
1 Braemore's South African shareholders should note that, as Braemore is
trading in the STRATE environment, settlement for trade takes place five
business days after the relevant trade has taken place. Therefore, Braemore
members who acquire Braemore shares after the last day to trade Braemore shares
on the JSE, being Friday, 30 October 2009, in order to be recorded in the
register of Braemore members by the record date, being Friday, 6 November 2009,
will not be eligible to receive the Consideration.
2 Own name shareholders will be entitled to attend the Court Meeting in
person or if they are unable to attend and wish to be represented thereat may
complete and return the form of proxy to the transfer secretaries in accordance
with the time specified on that form of proxy.
3 A beneficial owner of Braemore Shares should timeously inform his nominee
or, if applicable, his CSDP or broker of his intention to attend and vote at the
Court Meeting or to be represented by proxy thereat in order for his nominee or,
if applicable, his CSDP or broker to issue him with the necessary authorisation
to do so or should provide his nominee or, if applicable, his CSDP or broker
timeously with his voting instruction should he not wish to attend the Court
Meeting in person in order for his nominee or, if applicable, his CSDP or broker
to vote in accordance with his instruction at the Court Meeting.
4 Any change to the above dates and times will be agreed upon by Jubilee and
Braemore and advised to Braemore Shareholders by a release on RNS, SENS and
publication in the press.
5 No dematerialisation or rematerialisation of Braemore Shares will take
place after Friday, 30 October 2009.
6 All references in this announcement to time are to UK times unless
otherwise stated.
7 Certificated Braemore Shareholders are required to complete their surrender
and transfer form to be received by the transfer secretaries by the record date
of the Scheme.
8 If the Scheme does not become effective for any reason (including pursuant
to a failure to fulfill any condition precedent set out in the Scheme Document),
a Conventional Offer will be implemented unless the closing date of the
Conventional Offer is to fall after 31 December 2009 (or such later date as
Braemore and Jubilee may agree).
4. CONDITIONS PRECEDENT
As set out in the joint announcement released on 3 July 2009, it was a condition
to issuing the Scheme document that Jubilee or Braemore have issued, or agree to
issue prior to or conditional only upon the Scheme becoming effective or Offer
becoming unconditional, Jubilee Shares or Braemore Shares for cash with an
aggregate subscription price of not less than ZAR 50 million (or such lesser
amount as Jubilee (in its sole discretion) shall specify in writing to Braemore)
on such terms as Braemore or Jubilee may agree, acting reasonably.
Braemore Shareholders are advised that Jubilee and Braemore have agreed that
this condition has been fulfilled by the conditional issuance of Jubilee
ordinary share to institutional investors in order to raise GBP13.25 million
before costs.
5. BRAEMORE SHAREHOLDER SUPPORT
As per the joint announcement of 3 July 2009, Jubilee had received irrevocable
undertakings to vote in favour of the Scheme Resolutions in respect of
394,959,641 Braemore Shares, representing approximately 50.04 per cent. of the
existing issued share capital of Braemore. These irrevocable undertakings were
to lapse if, inter alia, the Scheme Document was not published on or before 31
August 2009. Braemore Shareholders are advised that these irrevocable
undertakings were subsequently amended so that such undertakings would lapse if,
inter alia, the Scheme Document was not published on or before 31 October 2009.
6. AMENDMENT TO IMPLEMENTATION AGREEMENT
As mentioned in the joint announcement released on 3 July 2009, Braemore and
Jubilee entered into the Implementation Agreement on 3 July 2009 which sets out
the arrangements between them in relation to the implementation of the Scheme.
Each party to the Implementation Agreement agreed to implement the Scheme and to
co-operate with the other on the terms set out therein. In addition, each of
Braemore and Jubilee gave certain undertakings concerning the conduct of its
business during that period. The Implementation Agreement was amended on 14
September 2009 to include, at the request of the South African Securities
Regulation Panel, a definition of the term "material" as further set out on page
45 of the Scheme document.
7. SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION
It is expected that the order of the Court sanctioning this Scheme under Part 26
of the UK Companies Act 2006 and confirming the reduction of capital under
section 137 of the UK Companies Act 1985 will be registered with the Registrar
of Companies at 4.30 p.m. on the Scheme Effective Date.
Prior to and conditional on the Scheme becoming effective, Braemore intends to
make an application to the London Stock Exchange for the cancellation of the
admission of the Braemore Shares to trading on AIM to take effect 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 notice period
of not less than 20 business days prior to cancellation referred to in Rule 41
of the AIM Rules has commenced today.
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.
Application will be made to the London Stock Exchange for the suspension of
trading in Braemore Shares at 7.00 a.m. on 29 October 2009. The last day of
dealings in Braemore Shares on AIM and the Main Board of the JSE is expected to
be on the business day reflected in the timetable on page 7 of the Scheme
document (it is anticipated that the last dealing day in respect of the Braemore
Shares on AIM will be 28 October 2009, the day prior to the Court hearing to
approve the Reduction of Capital and sanction the Scheme, whilst the last date
for trade in respect of the Braemore Share on the Main Board of the JSE will be
30 October 2009) and no transfers of Braemore Shares on Braemore's UK Register
will be registered after 7.00 a.m. on 29 October 2009.
14 September 2009
+-------------------------+-----------------------------+----------------------------+
| | Braemore | Jubilee |
+-------------------------+-----------------------------+----------------------------+
| Corporate adviser | Qinisele Resources (Pty) | |
| | Limited | |
+-------------------------+-----------------------------+----------------------------+
| Sponsor | Sasfin Capital (A division | Sasfin Capital (A division |
| | of Sasfin Bank Limited) | of Sasfin Bank Limited) |
+-------------------------+-----------------------------+----------------------------+
| Nominated adviser | WH Ireland Limited | Finncap |
+-------------------------+-----------------------------+----------------------------+
| Independent adviser | Venmyn Rand (Pty) Limited | |
+-------------------------+-----------------------------+----------------------------+
| Legal adviser in the UK | Watson, Farley & Williams | Fasken Martineau LLP |
| | LLP | |
+-------------------------+-----------------------------+----------------------------+
| Legal adviser in South | Eversheds | Eversheds |
| Africa | | |
+-------------------------+-----------------------------+----------------------------+
| Reporting accountants | Moore Stephens MWM Inc | Moore Stephens MWM Inc |
+-------------------------+-----------------------------+----------------------------+
| Auditors | BDO Stoy Haywood LLP | Saffery Champness |
+-------------------------+-----------------------------+----------------------------+
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.
Enquiries:
+------------------------+---------------------------+-------------------------+
| Colin Bird | Leon Coetzer | Andrew Sarosi |
| Jubilee Platinum plc | Braemore Resources plc | Jubilee Platinum plc |
| Tel +44 (0) 20 7584 | +27 (0) 11 465 1913 | Tel +44 (0) 1752 221937 |
| 2155 | | |
| | | |
+------------------------+---------------------------+-------------------------+
| Brian Chistie / | David Russell | Dennis Tucker |
| Leonard Eiser | Braemore Resources plc | Qinisele Resources |
| Sasfin Capital | +61 (0) 416 377 157 | (Pty) Limited |
| Tel +27 (0) 11 809 | | Tel +27 (0) 82 492 4957 |
| 7500 | | |
| | | |
+------------------------+---------------------------+-------------------------+
| James Joyce | Matthew Robinson / Rose | Louise Goodeve/Leah |
| WH Ireland Limited | Herbert, FinnCap | Kramer |
| Tel +44 (0) 207 220 | Tel +44 (0) 20 7600 1658 | Walbrook PR |
| 1666 | | Tel +44 (0) 207 933 |
| | | 8780 |
+------------------------+---------------------------+-------------------------+
| Suzanne Johnson-Walsh | Nicola Taylor | |
| Bishopsgate | Russell and Associates | |
| Communications | Tel +27 (0) 11 880 3924 | |
| Tel +44 (0) 20 7562 | | |
| 3350 | | |
+------------------------+---------------------------+-------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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