Offer Update

    RNS Number : 5356A
  Mineral Securities Limited
  04 August 2008
   



    MINERAL SECURITIES LIMITED

    RNS ANNOUNCEMENT

    4 August 2008

    COPPERCO OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


    Please find attached an announcement made by CopperCo Limited declaring its offer unconditional in all respects.

    For additional information please contact:

    Mr Keith Liddell                      )     London    [phone]
    Chief Executive Officer        )     

    Martin Eales                             )
    RBC Capital Markets             )                         [phone]


    Not for release, publication or distribution, in whole or in part, in or into or from Canada, or Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

    ASX, AIM and Media Release    4 August 2008

    Recommended Offer by CopperCo Limited for all of the ordinary shares in Mineral Securities Limited
    
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
    Introduction
    An offer was made on 30 June 2008 by CopperCo Limited ("CopperCo") to acquire the entire issued and to be issued share capital of
Mineral Securities Limited ("Minsec") (the "Offer").  
    CopperCo announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby
declared unconditional in all respects and will remain open for acceptance until 10 a.m. (London time) on 1 September 2008.
    Level of Acceptances
    As at 10.00 a.m. (London time) on 1 August 2008, valid acceptances of the Offer ("Valid Acceptances") had been received in respect of a
total of 115,419,038 Minsec Shares, representing approximately 73.37% of the existing issued share capital of Minsec.
    Irrevocable Undertakings
    Prior to this announcement, CopperCo had received irrevocable undertakings from each of the Minsec Directors (including those Minsec
Directors that are also CopperCo Directors) to accept the Offer in respect of Minsec Shares they hold (or may after the date of their
undertaking become the registered holder and beneficial owner), or use their reasonable endeavours to procure the acceptance of the Offer in
respect of certain other interests in Minsec Shares held by themselves and/or certain specified relatives. These irrevocable undertakings
are in respect of a total of 14,765,018 existing Minsec Shares, representing, in aggregate, approximately 9.39% of Minsec's existing issued
share capital (and are included in the number of valid acceptances referred to above).  
    In addition, Keith Liddell and Robert Champion de Crespigny AC have each given irrevocable undertakings in respect of the further
3,072,000 Minsec Shares which they are entitled to receive under the Minsec LTIP arrangements. The Minsec LTIP Shares (which represent, in
aggregate, approximately 3.76% of Minsec's existing issued share capital) will be issued upon the Offer being declared wholly
unconditional.
    As at 10.00 a.m. (London time) on 1 August 2008, Valid Acceptances (all of which are included in the total of Valid Acceptances referred
to above) had been received in respect of all/ of the above existing Minsec Shares subject to the irrevocable undertakings. As the Minsec
LTIP Shares are not yet issued, Mr Liddell and Mr Champion de Crespigny cannot accept the Offer in respect of these Minsec Shares at this
time.
    Full details of these irrevocable undertakings are set out in the Offer Document ("Offer Document"), the Australian prospectus (for
shareholders resident in Australia or New Zealand) and the Prospectus Equivalent Document all of which were dated 30 June 2008.
    Details of holdings of persons acting in concert with CopperCo
    Details of the interests in Minsec relevant securities of persons acting in concert with CopperCo are set out in Appendix 1.  
    As at 10.00 a.m. (London time) on 1 August 2008, Valid Acceptances (all of which are included in the total of Valid Acceptances referred
to above) had been received from the persons set out in Appendix 1 in respect of all of the Minsec Shares set out in Appendix 1.  
    Further Interests
    Save as set out in this announcement, no Valid Acceptances in respect of Minsec Shares have been received either from persons acting in
concert with CopperCo or in respect of shares which were subject to an irrevocable undertaking or a letter of intent to accept the Offer.
    Save as set out in this announcement and Appendix III of the Offer Document, as at 10.00 a.m. (London time) on 1 August 2008 neither
CopperCo nor, so far as CopperCo is aware, any person acting in concert with CopperCo (as defined in the City Code) has any interest in or
right to subscribe for any Minsec Shares or in any securities convertible or exchangeable into Minsec Shares ("Relevant Minsec Securities")
or has any short position in relation to Relevant Minsec Securities (whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to
purchase or take delivery, or has any arrangement in relation to Minsec Shares, or has borrowed or lent any Relevant Minsec Securities (save
for borrowed Minsec Shares which have been either on-lent or sold). An "arrangement" includes indemnity or option arrangements, and any
agreement or understanding, formal or informal, of whatever nature, relating to Relevant Minsec Securities which may be an inducement to deal or refrain from dealing. An "interest" includes any
long economic exposure, whether absolute or conditional, to changes in the price of securities and a person is treated as having an
"interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to,
securities.
    As at 10.00 a.m. on 1 August 2008, CopperCo may count 115,419,038 Minsec Shares (representing approximately 73.37% of the issued share
capital of Minsec) towards satisfaction of the acceptance condition of the Offer.
    Consideration
    The consideration to which any Minsec Shareholder (other than an Electing Unmarketable Parcel Holder) is entitled under the Offer is
expected to be despatched to validly accepting Minsec Shareholders: (i) in the case of acceptances received, complete in all respects, on or
before this announcement within 14 days of the date of this announcement; or (ii) in the case of acceptances received, complete in all
respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of receipt, and in either case
in the manner described in paragraph 16 of the Offer Document.  
    The consideration to which any Electing Unmarketable Parcel Holder is entitled under the Offer is expected to be despatched to Electing
Unmarketable Parcel Holders within 40 days of the date the New CopperCo Shares are issued to the CopperCo Nominee as described in paragraph
5(d) of Section B of Part IV of the Prospectus Equivalent Document.
    To accept the Offer
    Minsec Shareholders who wish to accept the Offer, but have not yet done so (in the case of Minsec Shares which are held in certificated
form) should complete and return the Form of Acceptance, in the case of Minsec Shares held as UK DIs (that is, in CREST), should take the
action set out in paragraph 15(b) of Part II of the Offer Document, or in the case of Minsec Shares which are held as CDIs, should complete
and return the CDI Acceptance Form, in each case as soon as possible. 
    Copies of the Offer Document, the Australian Prospectus, the Prospectus Equivalent Document, the Form of Acceptance and the CDI
Acceptance Form can be obtained by contacting the Minsec Helpline on the following numbers between 9.00 a.m. and 3.00a.m. (Australian EST)
and midnight and 6.00 p.m. (London time) on any business day:
 
    (a)    Australia-wide toll free number 1800 65 65 06
    (b)    UK toll free number 0808 234 2505
    (c)    Overseas (non-UK) [phone]
    Please note that, for legal reasons, Minsec's helpline cannot provide financial advice or advice on the merits of the Offer.
    Delisting and cancellation of trading on AIM and compulsory acquisition
    CopperCo intends to take all necessary actions to acquire compulsorily or have redeemed the remaining Minsec Shares not already acquired
or agreed to be acquired by CopperCo pursuant to the Offer. There are various methods under the laws of the British Virgin Islands by which
CopperCo may obtain 100% of the issued and outstanding Minsec Shares and these are set out paragraph 17 of Part II of the Offer Document.  
    As stated in the Offer Document, CopperCo intends to procure the making of applications to the London Stock Exchange to cancel the
admission of the Minsec Shares to trading on AIM (if it receives valid acceptances in excess of 75% of Minsec Shares), and to the ASX to
cancel quotation of the CDIs (if it receives valid acceptances in respect of 90% of Minsec Shares). A further announcement will be made
giving at least 20 Business Days notice prior to the anticipated cancellation of admission to trading on AIM.
    Minsec Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity
and marketability of Minsec Shares not acquired under the Offer. Once cancellation has taken effect, Minsec Shareholders will no longer be
able to effect transactions in Minsec Shares on AIM.
    Enquiries
    For further information about the Offer please contact the Minsec Helpline on the numbers set out above.
      Other
    ASX Listing Rule Requirements
    In accordance with ASX Listing Rule 3.2, CopperCo reports that:
    (a)  as at 30 June 2008 (the date that it first made its offer) CopperCo and its associates held a relevant interest in 14,765,018
Minsec Shares ( being 9.39% of Minsec's current issued share capital and 8.62% of Minsec's then issued share capital) pursuant to the
irrevocable undertakings that had been received from Minsec directors and which are referred to above; and
    (b)  at the date of this announcement, CopperCo and its associates have a relevant interest in 115,419,038 Minsec Shares (or 73.37% of
Minsec's current issued share capital).
    Defined terms
    The definitions set out in the Offer Document apply to this announcement unless otherwise indicated.  
    General
    The Directors of CopperCo accept responsibility for the information contained in this announcement (other than the information relating
to Minsec, the Minsec Directors, members of their immediate families, related trusts and other connected persons). To the best of the
knowledge and belief of the Directors of CopperCo (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
    This announcement is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The
Offer has been made solely on the basis of the Offer Document, the Australian Prospectus, the Prospectus Equivalent Document and, in the
case of Minsec Shares held as UK DIs, the Form of Acceptance, and the case of Minsec Shares held as CDIs, the CDI Acceptance Form, which
contain the full terms and conditions of the Offer (including details on how to accept the Offer). 
    The Offer Document has been posted to those persons able to receive it. Those persons receiving, or who have received, the Offer
Document are strongly advised to read it, and the accompanying documentation, including the Australian Prospectus and the Prospectus
Equivalent Document, in full. Any response in relation to the Offer should be made only on the basis of the information contained in the
Offer Document or any other document by which the Offer is made. 
    Except where otherwise stated, this announcement has been prepared for the purpose of complying with English law and the City Code as
incorporated by Minsec's articles of association and the information disclosed may not be the same as that which would have been disclosed
if this announcement had been prepared in accordance with the laws of jurisdictions outside England. The Offer is subject to the applicable
rules and regulations of the London Stock Exchange and the rules of the City Code, to the extent they have not been dissapplied by agreement
between CopperCo and Minsec. Details of those parts of the City Code that have been dissapplied are set out in the Offer Document. 
    The Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility
of, a national, state or other securities exchange of any Restricted Jurisdiction and the Offer cannot be accepted and will not be capable
of acceptance by any such use, means, instrumentality or facilities from or within a Restricted Jurisdiction. Accordingly, copies of this
document and any related documents are not being, and must not be, in whole or in part, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this document and any related
document (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them, in
whole or in part, in, into or from any other jurisdiction where to do so would constitute a violation of the relevant laws of any such jurisdiction.
    The availability of the Offer to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are
located. Minsec Shareholders who are subject to the laws of any jurisdiction other than the UK, Australia, New Zealand, Hong Kong, the
Republic of Ireland and Cyprus, should inform themselves about and observe any applicable legal and regulatory requirements in their
jurisdiction. Further details in relation to Overseas Shareholders are contained in the Offer Document, the Australian Prospectus and the
Prospectus Equivalent Document.
    The Offer cannot be accepted and will not be capable of acceptance in the United States by any person or by (or for the account or
benefit of) US Persons, in either case other than "accredited investors" as defined in Regulation D who also agree to resell such securities
only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from
or a transaction not subject to registration under the Securities Act.
    This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking
statements' concerning the Offer and statements regarding CopperCo's plans, objectives and expected performance. Generally, the words
'will', 'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or
similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond CopperCo's and Minsec's abilities to control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not be placed on such statements. CopperCo and Minsec assume no
obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
    If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
      Appendix 1

    CopperCo Directors and their immediate families, related trusts and connected persons, had as at 1 August 2008 interests (including
interests indirectly held) in the following Minsec relevant securities (excluding share options and conditional share awards which are
disclosed below):

 Name of Director      Number of Minsec      Percentage of issued Minsec Shares
                       Shares
 Keith Stuart Liddell  7,561,710             4.81

 Brian James Rear      341,946               0.22

 Richard John Basham   83,094                0.05

 Hon. John Moore AO    544,641               0.35

 Peter Patrikeos       -                     -


    CopperCo Directors and their immediate families, related trusts and connected persons, had as at 1 August 2008 rights to subscribe for
(including those indirectly held by the individuals listed below), or short positions in relation to, the following Minsec relevant
securities:

 Name of Director           Number of Minsec  Minsec Share Options  Exercise price  Exercise period
                                Shares under
                              option/maximum
                            number of Minsec
                           LTIP award shares

 Keith Stuart Liddell   1,300,000             Class B Options       A$1.25             22 June 2007 - 31
                                                                                            January 2009

                        3,840,0001                    Minsec LTIP   N/A             N/A

 Brian James Rear                         -                     -               -                     - 

 Richard John Basham                      -                     -               -                     - 

 Hon. John Moore AO     13,691                NEDSOS - 1            A$1.5918         1 October 2007 - 30
                                                                                          September 2012

                        17,645                NEDSOS - 2            A$1.6845         1 January 2008 - 31
                                                                                           December 2012

 Peter Patrikeos                          -                     -               -                     - 


    Note:

    1. On 27 June 2008, Mr Liddell entered into an agreement with Minsec pursuant to which, on a change of control of Minsec as a result of
the Offer, he will receive only 80% of his maximum entitlement under the Minsec LTIP, being 3,072,000 Minsec Shares. His entitlement to the
balance of Minsec Shares will be terminated.


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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