MNA Monterrico

RNS Number:7190V
Xiamen Zijin Tongguan Inv Dev Co Ld
30 April 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,  INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, PERU OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.



                             Recommended Cash Offer

                                       by

                             Xiamen Zijin Tongguan

                       Investment Development Co., Ltd

                              ("Zijin Consortium")

                                      for

                             Monterrico Metals plc

                                 ("Monterrico")


                                  Offer Closed


On 5 February 2007, Zijin Consortium announced the terms of a recommended cash
offer to acquire the entire issued and to be issued share capital of Monterrico
(the "Offer"). The document setting out the full terms of the Offer (the "Offer
Document") was posted to Monterrico Shareholders on 5 March 2007. Further to the
announcement made on 12 April 2007 that all conditions relating to the Offer had
been satisfied or waived and that the Offer had been declared unconditional in
all respects, Zijin Consortium announces that the Offer closed at 1.00pm (London
time) on 27 April 2007.


The Board of Zijin Consortium is pleased to announce that as at 1.00 p.m. on 27
April 2007, net valid acceptances of the Offer had been received in respect of a
total of 23,649,509 Monterrico Shares, representing 89.90 per cent of the voting
rights normally exercisable at a general meeting of Monterrico.


As at 1.00 p.m. on 27 April 2007, valid elections for the Scale-Back Election
had been received in respect of a total of 271,924 Monterrico Shares,
representing 1.03 per cent. of the Monterrico Shares. Zijin Consortium was able
to satisfy elections in respect of 36,278 Monterrico Shares, in accordance with
the terms set out in the Offer Document.


Of the valid acceptances received as at 1.00 p.m. on 27 April 2007, Zijin
Consortium had received valid elections for the Loan Note Alternative in respect
of 3,335 Monterrico Shares, representing approximately 0.01 per cent. of the
Monterrico Shares. The aggregate nominal value of all the valid elections
received in respect of the Loan Note Alternative is less than #1,000,000, the
minimum amount set out in the Offer Document. Accordingly, no Loan Notes will be
issued and the relevant Monterrico Shareholders will be deemed to have accepted
the Offer for cash consideration.


Prior to announcing the Offer, Zijin Consortium obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer from certain
Monterrico Directors in respect of, in aggregate 2,606,960 Monterrico Shares,
representing approximately 9.91 per cent. of the existing issued share capital
of Monterrico and in respect of 1,150,000 options over Monterrico Shares of
which 1,050,000 are "in the money" (i.e. those share options with exercise
prices lower than the offer price) representing approximately 54.19 per cent. of
the existing "in the money" options over Monterrico Shares. The acceptances
received pursuant to these irrevocable undertakings are included in the total
number of valid acceptances referred to above.


Save as disclosed in this announcement, neither Zijin Consortium nor any person
acting in concert with it for the purpose of the Offer, has an interest in (or a
right to subscribe for or any short positions (whether conditional or absolute
and whether in the money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in respect of) or has borrowed or
lent any Monterrico Shares during the Offer Period.


Settlement of the consideration due under the Offer will be dispatched within 14
days of receipt of an acceptance valid in all respects for all acceptances
received prior to 1.00pm on 27 April 2007.


Monterrico Shareholders are reminded, as set out in the Offer Document, that
Zijin Consortium will, subject to regulatory approval, retain the listing of
Monterrico on AIM and will, subject to placing Monterrico Shares, restrict its
shareholding in Monterrico to not more than 70 per cent. of the issued share
capital of Monterrico for a period of at least 12 months following the Offer
becoming or being declared wholly unconditional. Given the acceptances level of
the Offer, Zijin Consortium intends to place the relevant number of securities
to Independent Placees within a reasonable period so that a Free Float of not
less than 30 per cent. is achieved. Monterrico Shareholders should be aware of,
and take into consideration, the fact that Zijin Consortium has not yet procured
any undertakings from potential Independent Placees and can offer no assurances
that such Independent Placees will be found.


All times referred to in this announcement are London times.


Terms defined in the Offer Document have the same meanings in this announcement.


Enquiries:


BNP Paribas (lead financial adviser to Zijin Consortium)
Oliver Ellingham    Tel: +44 20 7595 2000
Jeremy Erlich


Ambrian Partners (joint financial adviser and corporate broker to Zijin
Consortium)
Richard Chase      Tel: +44 20 7776 6421
Tim Goodman


Buchanan (PR adviser to Zijin Consortium)
Charles Ryland     Tel: +44 20 7466 5000
Ben Willey



This announcement does not constitute an offer or invitation to sell or purchase
any securities or the solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The Offer is being made solely by means of the Offer
Document and, in the case of certificated Monterrico Shares, the Form of
Acceptance accompanying the Offer Document, which contains the full terms and
conditions of the Offer including details of how it may be accepted. Monterrico
Shareholders are advised to read carefully the Offer Document and Form of
Acceptance in relation to the Offer.

BNP Paribas, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Zijin Consortium and no
one else in connection with the Offer and the matters referred to in this
announcement. BNP Paribas will not be responsible to any person other than Zijin
Consortium for providing the protections afforded to clients of BNP Paribas, or
for providing advice in relation to the Offer or any other matters referred to
in this announcement.


Ambrian Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Zijin Consortium and no
one else in connection with the Offer and the matters referred to in this
announcement. Ambrian Partners will not be responsible to any person other than
Zijin Consortium for providing the protections afforded to clients of Ambrian
Partners, or for providing advice in relation to the Offer or any other matters
referred to in this announcement.


Zijin Consortium Directors accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of Zijin
Consortium Directors (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.


The availability of the Offer to Monterrico Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens.
Monterrico Shareholders who are not resident in or citizens of the United
Kingdom should inform themselves about and observe any applicable legal or
regulatory requirements of those jurisdictions. Further detail in relation to
overseas shareholders is contained in the Offer Document.


Unless otherwise determined by Zijin Consortium and permitted by applicable law
and regulation, the Offer (including the Loan Note Alternative) will not be
made, directly or indirectly, in, into or from, or by the use of the mails, or
by any means or instrumentality (including, without limitation, by mail,
telephonically or electronically by way of the internet or otherwise) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of, the United States, Canada, Australia, Japan or Peru (each a "
Restricted Jurisdiction") or any jurisdiction where such delivery or receipt of
the Offer would be contrary to the applicable laws of that jurisdiction and,
subject to certain exceptions, the Offer cannot be accepted by any such use,
means, instrumentality or facility or from or within any Restricted Jurisdiction
or any other such jurisdiction. Accordingly, unless otherwise determined by
Zijin Consortium and permitted by applicable law and regulation, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any other such
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction. All persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these restrictions
and must not mail or otherwise forward, distribute or send this announcement in,
into or from any Restricted Jurisdiction or any other such jurisdiction.




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

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