TIDMSRX
RNS Number : 7470I
Sierra Rutile Limited
01 September 2016
DIS Statement regarding the disposal of a company or assets
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from the United States or
from any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such
jurisdiction.
FOR IMMEDIATE RELEASE 1 September 2016
Merger Update
Further to the announcement of 25 August 2016 relating to the
proposed statutory merger between Sierra Rutile Limited ("SRL") and
Iluka Investments (BVI) Limited under section 170 of the BVI
Business Companies Act ("Merger"), SRL is pleased to announce that
the resolutions required to approve the Merger have been passed by
the requisite majority of SRL shareholders following the general
meeting of SRL held today (the "General Meeting").
Each resolution was passed without modification to the terms as
set out in the notice of the General Meeting included in the
circular posted to SRL shareholders on 9 August 2016 (the
"Circular"), with shareholders holding 534,404,471 SRL shares,
representing in aggregate 89.70% of SRL's issued shares, being
99.96% of the SRL shares voted, voting in favour of all three
resolutions required to approve the Merger. SRL shareholders
holding 207,648 SRL shares, representing in aggregate 0.0003% of
SRL's issued shares, being 0.04% of the shares voted, voted against
the three resolutions required to approve the Merger.
The Merger remains subject to the satisfaction or waiver of the
other conditions set out in Part III of the Circular, including
receipt of all required regulatory approvals from the German
Antitrust Authority, or all applicable waiting periods with respect
thereto having expired or been terminated. SRL confirms that all
applicable waiting periods with respect to all required regulatory
approvals from the German Antitrust Authority are due to end on
Monday, 5 September 2016. SRL currently expects a response from the
German Antitrust Authority by this date.
Further, as announced on 25 August 2016, SRL continues to engage
with the Government of Sierra Leone, in conjunction with Iluka, to
understand whether any capital gains tax may be payable in Sierra
Leone by certain SRL shareholders depending on their individual
circumstances. Although at present there remains no change to the
expected timeline for completion of the Merger, SRL anticipates
that it may be necessary to defer completion. SRL will continue to
update shareholders on the progress of the Merger and on the final
timetable for completion in due course. In any event, as announced
on 9 August 2016, the cancellation of SRL Shares to trading on AIM
will be no earlier than 7.00 a.m. on 9 September 2016.
Enquiries:
Person making this notification:
SRL Limited
John Nagulendran
Company Secretary +44 (0)20 7074 1800
Investec Bank plc Financial Adviser, Nominated Adviser and Joint
Corporate Broker
Chris Sim +44 (0)20 7597 4000
Jeremy Ellis
George Price
Jonathan Wynn
RBC Capital Markets Financial Adviser and Joint Corporate
Broker
Richard Horrocks-Taylor +44 (0)20 7653 4000
Jonathan Hardy
Paul Betts
Numis Securities Limited Joint Corporate Broker
John Prior +44 (0)20 7260 1000
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of SRL in any jurisdiction in contravention
of applicable law.
Any vote in respect of the Acquisition should only be made on
the basis of the information contained in the Circular, which will
contain the full terms and conditions of the Acquisition (including
details of how to vote). SRL Shareholders and holders of Depositary
Interests are advised to read the formal documentation in relation
to the Acquisition carefully.
Please be aware that addresses, electronic addresses and certain
other information provided by SRL Shareholders, holders of
Depositary Interests, persons with information rights and other
relevant persons in connection with the receipt of communications
from SRL may be provided to Iluka during the period until
implementation of the Merger.
Investec Bank plc ("Investec"), which is authorised by
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and Prudential Regulation Authority in the United
Kingdom, is acting for SRL and no-one else in connection with the
Acquisition and will not be responsible to anyone other than SRL
for providing the protections afforded to clients of Investec nor
for providing advice in relation to the Acquisition. Neither
Investec nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec
in connection with this announcement, any statement contained
herein or otherwise.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the Prudential Regulation Authority and regulated by
the FCA and the Prudential Regulation Authority in the United
Kingdom, is acting for SRL and no one else in connection with the
Acquisition and will not be responsible to anyone other than SRL
for providing the protections afforded to clients of RBC Capital
Markets, or for providing advice in connection with the
Acquisition.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about and observe any applicable
restrictions. SRL Shareholders and holders of Depositary Interests
who are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with the AIM Rules and the relevant procedural
requirements of the articles of association of SRL 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 the United Kingdom and the
British Virgin Islands.
Additional information for US investors in SRL
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
Shareholders and holders of Depositary Interests in the United
States should note that the Acquisition relates to the shares of a
BVI company and is proposed to be made by means of a merger
provided for under, and governed by, BVI law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended (the "US Exchange Act"), will
apply to the Merger. Moreover the Merger will be subject to the
disclosure requirements, rules and practices applicable in the BVI
to statutory mergers, which differ from the disclosure requirements
of the US proxy solicitation rules and tender offer rules.
Financial information included in this Circular has been or will be
prepared in accordance with International Financial Reporting
Standards adopted for use by the European Union and may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
SRL is incorporated under the laws of the BVI, Iluka is
incorporated under the laws of Australia and Newco is incorporated
under the laws of the BVI. The vast majority of the officers and
directors of SRL and Iluka are residents of countries other than
the United States. It may not be possible to sue SRL, Iluka, Newco
or their respective officers or directors in a non-US court for
violations of US securities laws. It may be difficult to compel
SRL, Iluka or Newco or their respective affiliates to subject
themselves to the jurisdiction and judgment of a US court.
The Acquisition is expected to be made in accordance with, and
in reliance on, certain applicable laws of the United States,
including section 14(e) of the US Exchange Act and Regulation 14E
thereunder, as exempted thereunder by Rule 14d-1(c). The
Acquisition is not expected to be subject to the requirements of
Regulation 14D of the US Exchange Act and as such, is not expected
to be submitted to, nor reviewed by, the US Securities and Exchange
Commission.
To the extent permitted by applicable law, and to the extent
permitted by normal UK practice and Rule 14e-5 under the US
Exchange Act, Iluka or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, SRL Shares outside of the United States,
other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase are made they will be
made outside the United States and will comply with applicable law,
including the US Exchange Act.
Forward-looking statements
This announcement may contain certain forward-looking
statements, including statements regarding Iluka, Iluka Newco and
SRL's plans, objectives and expected performance. Such statements
relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements, including among others, the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the mining industry;
fluctuations in exchange controls; changes in government policy and
taxations; industrial disputes; and war and terrorism. These
forward-looking statements speak only as at the date of this
announcement.
Application of the Code
SRL is a company incorporated and registered in the BVI and, as
such, is not subject to the jurisdiction of the UK Takeover Panel
or the Code.
Shareholders and holders of Depositary Interests are reminded
that SRL's articles of association require certain offers to be
made on terms that would be required by the Code, save to the
extent that the SRL Board otherwise determines. The Panel on
Takeovers and Mergers does not, however, have responsibility for
ensuring compliance with the Code in respect of the Acquisition and
is not able to answer Shareholders' or holders of Depositary
Interests' queries in relation to SRL, Iluka, Newco or the
Acquisition. However, the SRL Board has, and intends to continue
to, take into account guidance issued by the Panel on Takeovers and
Mergers in connection with the exercise of its discretion.
In particular, the SRL Board has confirmed to Iluka and Newco
that it does not intend to require announcements to be made by
Shareholders pursuant to Rule 8 of the Code (disclosure of dealings
and positions). Shareholders are reminded that public disclosures
consistent with the provision of Rule 8.3 of the Code should not be
e-mailed to the Panel on Takeovers and Mergers.
Publication of this announcement
A copy of this announcement will be available, subject to
restrictions relating to persons resident in certain restricted
jurisdictions on http://www.sierra-rutile.com.
The contents of SRL's website are not incorporated into and do
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MERLBMATMBBMBLF
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