TIDMSRX
RNS Number : 3913Q
Sierra Rutile Limited
29 November 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 29 November 2016
Merger Update
Further to the announcement of 21 November 2016 relating to the
statutory merger between Sierra Rutile Limited ("SRL") and Iluka
Investments (BVI) Limited ("Iluka Newco") under section 170 of the
BVI Business Companies Act ("Merger"), the board of SRL wishes to
provide the following update on the transaction.
SRL received a notice late on 28 November 2016 from Iluka
("Iluka Notice") informing SRL that Iluka considers that there are
geotechnical risks at two dams which form part of the SRL
operations, and that such risks will result in the non-satisfaction
of the material adverse change condition precedent under the Merger
Implementation Agreement dated 31 July 2016 ("MIA"). Iluka has also
indicated that it will not proceed to closing the Merger on 29
November 2016, as expected.
SRL does not believe that there has been any event or fact that
will result in the non-satisfaction of the material adverse change
condition precedent under the MIA. SRL's production remains in line
with management's and market expectations and its operations within
appropriate industry standards. The Long Stop Date under the MIA
will occur on 30 November 2016. SRL intends to take up an offer
included in the Iluka Notice to consult in good faith with Iluka
whether to extend the Long Stop Date.
Pending resolution of such discussions, SRL is considering all
options and has reserved all rights available to it under the MIA.
The suspension of the admission to trading on AIM of, and cessation
of dealings in, SRL Shares will not now occur at 7.30 a.m. on 29
November 2016 and cancellation will not now occur at 7.00 a.m. on
30 November 2016, each as previously announced. SRL will provide a
further update as soon as possible.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular.
This announcement contains inside information in relation to
Sierra Rutile Limited.
Enquiries:
Person making this notification:
Sierra Rutile 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 Merger 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 Merger should only be made on the
basis of the information contained in the Circular of 9 August
2016, which contained the full terms and conditions of the Merger
(including details of how to vote). SRL Shareholders and holders of
Depositary Interests are advised to read the formal documentation
in relation to the Merger 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
Merger 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 Merger. 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
Merger 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 Merger.
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 Merger 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 Merger 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 Merger 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 Merger and is
not able to answer Shareholders' or holders of Depositary
Interests' queries in relation to SRL, Iluka, Newco or the Merger.
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
MSCBLBFTMBJTMLF
(END) Dow Jones Newswires
November 29, 2016 02:01 ET (07:01 GMT)
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