Posting of scheme document
December 21 2009 - 1:00AM
UK Regulatory
TIDMKIW TIDMFQM
RNS Number : 4351E
Kiwara PLC
21 December 2009
+--------------------------------------+------------------------------------------------------+
| | NEWS RELEASE |
| | 09-35 |
| | December 21, 2009 |
| | www.first-quantum.com |
| | www.kiwara.co.uk |
| | |
+--------------------------------------+------------------------------------------------------+
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE POSTING OF SCHEME DOCUMENT
(All dollar amounts are expressed in United States dollars, except as otherwise
indicated where GBP = British pounds; Cdn.$ = Canadian dollars)
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 on Thursday, 17 December 2009, the High Court of Justice in England
and Wales (the "Court") granted an order to Kiwara affording Kiwara leave to
convene a scheme meeting for the purpose of considering and, if deemed fit,
approving (with or without modification) the Scheme. The terms of the Scheme
allow Kiwara shareholders to receive 0.0085 New First Quantum Shares and
GBP 0.375 for every Kiwara share ("Kiwara Shares") held. The Court Meeting and
the General Meeting will be held at the offices of Fasken Martineau LLP, Fourth
Floor, 17 Hanover Square, London W1S 1HU on 11 January 2010.
A Scheme document containing full details of the Scheme has now been posted to
Kiwara shareholders and is available on the Company's website at
www.kiwara.co.uk.
SALIENT DATES AND TIMES
+----------------------------------------------------+----------------------------------+
| Latest time for lodging Forms of Proxy for the: | |
+----------------------------------------------------+----------------------------------+
| * Court Meeting (BLUE Form of | 11.00 a.m. on Saturday 9 January |
| Proxy) | 20101 |
+----------------------------------------------------+----------------------------------+
| * General Meeting (PINK Form of | 11.05 a.m. on Saturday 9 January |
| Proxy) | 20102 |
+----------------------------------------------------+----------------------------------+
| Voting Record Time | 6.00 p.m. on Saturday 9 January |
| | 2010 3 |
+----------------------------------------------------+----------------------------------+
| Court Meeting | 11.00 a.m. Monday 11 January |
| | 2010 |
+----------------------------------------------------+----------------------------------+
| General Meeting | 11.05 a.m. on Monday 11 January |
| | 20104 |
+----------------------------------------------------+----------------------------------+
| Scheme Record Time | 6.00 p.m. on Wednesday 27 |
| | January 20105 |
+----------------------------------------------------+----------------------------------+
| Last Dealing Date in Kiwara Shares on AIM | Wednesday 27 January 2010 |
+----------------------------------------------------+----------------------------------+
| Court Hearing to approve the Reduction of Capital | Thursday 28 January 2010 |
| and sanction the Scheme | |
+----------------------------------------------------+----------------------------------+
| Commencement of temporary suspension of Kiwara | 7.00 a.m. Thursday 28 January |
| Shares on AIM | 20105 |
+----------------------------------------------------+----------------------------------+
| Effective Date | Friday 29 January 20105 |
+----------------------------------------------------+----------------------------------+
| Time of registration of the Court Order with the | 4.30 p.m. on Friday 29 January |
| Registrar of Companies | 20105 |
+----------------------------------------------------+----------------------------------+
| Last Date to Trade in Kiwara Shares on the JSE | Friday 29 January 20105 |
+----------------------------------------------------+----------------------------------+
| Cancellation of admission of Kiwara Shares to | 7.00 a.m. on Monday 1 February |
| trading on AIM | 20105 |
+----------------------------------------------------+----------------------------------+
| Suspension of trading of the Kiwara Shares on the | Monday 1 February 20105 |
| JSE at commencement of trade | |
+----------------------------------------------------+----------------------------------+
| Listing of New First Quantum Shares on the | Monday 1 February 20105 |
| Official List at commencement of trade | |
+----------------------------------------------------+----------------------------------+
| Listing of New First Quantum Shares on the TSX in | Monday 1 February 20105 |
| respect of Kiwara shares on the UK Register at | |
| commencement of trade | |
+----------------------------------------------------+----------------------------------+
| CREST stock accounts credited with new First | Monday 1 February 20105 |
| Quantum Shares in uncertificated form | |
+----------------------------------------------------+----------------------------------+
| JSE Record Date | Friday 5 February 2010 |
+----------------------------------------------------+----------------------------------+
| Latest date for dispatch of certificated New First | Monday 8 February 20106,7 |
| Quantum Shares | |
+----------------------------------------------------+----------------------------------+
| Latest date for dispatch of cheques | Monday 8 February 20105 |
+----------------------------------------------------+----------------------------------+
| First Quantum JSE Settlement Date | Monday 8 February 20105 |
+----------------------------------------------------+----------------------------------+
| Dematerialised Scheme Shareholders' accounts (held | Monday 8 February 20105 |
| at their CSDP or broker) updated with the Cash | |
| Consideration on or about | |
+----------------------------------------------------+----------------------------------+
| Termination of listing of Kiwara Shares on the JSE | 9.00 a.m. on Tuesday 9 February |
| | 2010 |
+----------------------------------------------------+----------------------------------+
All references in this news release to time are to UK times unless otherwise
stated. Unless otherwise defined in this news release, defined terms used
herein shall have the same meaning given to them in the Scheme Document.
1. It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before
11.00 a.m. on 9 January 2010. BLUE Forms of Proxy not lodged by this time may be
handed to the Chairman of the Court Meeting immediately prior to the start of
the Court Meeting.
2. The PINK Forms of Proxy for the General Meeting must be lodged before 11.05 a.m.
on 9 January 2010 (or in the case of an adjournment, not later than 48 hours
before the time fixed for the adjourned meeting) and cannot be handed to the
Chairman of the General Meeting at that meeting or adjourned meeting.
3. If either of the Court Meeting or the General Meeting is adjourned, then the
Voting Record Time for the reconvened meeting will be 6.00 p.m. on the date
falling two days before the day fixed for the reconvened meeting.
4. Or as soon thereafter as the Court Meeting shall have been concluded or been
adjourned.
5. These 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. Any change
will be published on SENS and in the SA press.
6. Pending the dispatch of certificates for New First Quantum Shares to Kiwara
shareholders on the UK Register, transfers of New First Quantum Shares in
certificated form will be certified against First Quantum's share register.
Temporary documents of title have not been and will not be issued in respect of
New First Quantum Shares.
7. Shares recorded in the SA Register may not be dematerialised after 29 January
2010.
SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION
Prior to and conditional on the Scheme becoming effective, Kiwara intends to
make an application to the London Stock Exchange for the cancellation of the
admission of the Kiwara Shares to trading on AIM to take effect on the business
day after the Effective Date. The JSE has agreed to terminate the listing of
Kiwara Shares on the JSE with effect from the commencement of business on 8
February 2010, or such later date as may be requested by Kiwara and approved by
the JSE. The last day of dealings in Kiwara Shares on AIM and the Main Board of
the JSE is expected to be on the business day reflected in the timetable above
(it is anticipated that the last dealing day in respect of the Kiwara Shares on
AIM will be 28 January 2010 and the last date for trade in respect of the Kiwara
Shares on the Main Board of the JSE will be 29 January 2010) and no transfers of
Kiwara Shares will be registered on the UK Register after 7.00 a.m. on 27
January 2010.
Kiwara's advisors in connection with the transaction are:
+---------------------------------+------------------------------------------------------+
| Nominated | FinnCap |
| adviser | |
+---------------------------------+------------------------------------------------------+
| Sponsor | Sasfin Capital (A division of |
| | Sasfin Bank Limited) |
+---------------------------------+------------------------------------------------------+
| Independent | Moore Stephens Corporate Finance |
| adviser | |
+---------------------------------+------------------------------------------------------+
| Legal adviser | Fasken Martineau LLP |
| in the UK | |
+---------------------------------+------------------------------------------------------+
| Legal adviser | Eversheds |
| in South | |
| Africa | |
+---------------------------------+------------------------------------------------------+
| Reporting | Moore Stephens MWM Inc |
| accountants | |
+---------------------------------+------------------------------------------------------+
| Auditors | Saffery Champness Chartered |
| | Accountants |
+---------------------------------+------------------------------------------------------+
First Quantum's advisors in connection with the transaction are:
+---------------------------------+------------------------------------------------------+
| Legal Advisor | McCarthy Tétrault |
| in the UK: | |
+---------------------------------+------------------------------------------------------+
| Legal Advisor | McCarthy Tétrault |
| in Canada | |
+---------------------------------+------------------------------------------------------+
On Behalf of the Board of Directors
First Quantum Minerals Ltd. Kiwara Plc
G. Clive Newall Colin Bird
President Executive Chairman
12g3-2b-82-4461
Listed in Standard and Poor's
Enquiries:
+----------------------------------+------------------------+
| Raju Samtani | Clive Newall |
| Kiwara plc | First Quantum Minerals |
| Tel: +44 (0)20 7581 4477 | Ltd |
| | Tel: +44 140 327 3484 |
| | |
+----------------------------------+------------------------+
| Clive Carver/ Ed Frisby | Sharon Loung |
| FinnCap, London | First Quantum Minerals |
| Tel: +44 (0)20 7600 1658 | Ltd |
| | Tel: +1 647 346 3934 |
| | or |
| | +1 888 688 6577 |
| | |
+----------------------------------+------------------------+
| Brian Chistie | Simon Hockridge |
| Sasfin Capital | Hogarth Partnership |
| Tel: +27 (0) 11 809 7500 | Ltd. |
| | Tel: +44 (0) 20 7357 |
| | 9477 |
| | |
+----------------------------------+------------------------+
| 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 our 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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