MMX Mineração e Metálicos S.A.: Publicly Held Company Material Fact
October 30 2008 - 5:35PM
Marketwired
MMX Minera��o e Met�licos S.A. ("MMX" or "Companhia") (BOVESPA:
MMXM3) (TSX: XMM), in accordance with article 157 of Brazilian Law
No. 6.404/76 and CVM Instruction No. 358/02, announces that it has
determined to voluntarily delist its global deposit receipts
("GDRs") from the Toronto Stock Exchange ("TSX"). The GDRs will be
delisted and will cease trading as of the close of trading on the
TSX on November 6, 2008.
The Company determined to enter the North American markets
through a listing of GDRs on the TSX in June of 2007 in order to
better position itself to raise capital in Canada, and take
advantage of a broader securityholder base and gain additional
coverage and visibility from specialized investors; however, the
Company has not, to date, conducted any offerings of its securities
in Canada and has no intention of doing so in the future.
Moreover, the majority of the Company's larger securityholders
continue to be those shareholders who purchased common shares of
the Company on the Company's 2006 initial public offering over the
Bovespa in Brazil, and are not securityholders that rely on the
Company's listing on the TSX for the purposes of trading in the
Company's shares. Needless to say that the vast majority of the
Company's daily trading volume also takes place at the Bovespa,
with the TSX playing a minimum role to this extent.
Following delisting, the GDRs will continue to trade on the
over-the-counter market in the United States. Both prior to and
following the delisting, holders of GDRs will have the following
options:
1. GDR holders may continue to hold GDRs through the Canadian
Depository for Securities (CDS) or the Depository Trust Company in
the United States (DTC) and trade over-the-counter in the United
States;
2. GDR holders may sell their GDRs on the over-the-counter
market in the United States; or
3. Holders may surrender their GDRs to BNY for cancellation and
receive common shares in Brazil. In order for foreign investors
(i.e. non-Brazilian) to be issued common shares of MMX, they are
required to open an account with an appropriate financial
institution in Brazil pursuant to applicable laws and
regulations.
If a holder chooses option 3 above, he or she will be required
to comply with Section 2.5 of the deposit agreement dated February
5, 2007 (the "Deposit Agreement"), among the Company, The Bank of
New York Mellon and the owners of GDRs, a copy of which is
available under the Company's SEDAR profile at www.sedar.com and at
the SEC website at www.sec.gov. In summary, GDR holders will be
required to surrender their GDRs to The Bank of New York Mellon,
DTC Account 2504, and provide delivery instructions for the common
shares of the Company to be issued and delivered to them in Brazil
in connection with the surrender of their GDRs. The instructions
for delivery of the common shares in Brazil must include the
following: (a) Custodian name; (b) CBLC account (Brazilian Clearing
and Depository Corporation); (c) Beneficiary name; and (d)
Beneficiary account. The Bank of New York Mellon will confirm
receipt of the GDRs and will instruct the Custodian to deliver the
underlying common shares to the account specified in the
instructions received from the GDR holder. The holder of GDRs, or
his or her broker as the case may be, will be charged up to a
maximum of $0.05 per GDR surrendered to The Bank of New York
Mellon.
For more information, please contact ri@mmx.com.br
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