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BRE - Braemore Resources Plc - Result of Court Meeting and General Meeting

Release Date: 07/10/2009 16:45
Code(s): BRE
Wrap Text

BRE - Braemore Resources Plc - Result of Court Meeting and General Meeting Braemore Resources plc (A company incorporated in England and Wales with Registration number: 5350550) (South African registration number: 2008/013973/10) ISIN: GB00B06GJQ01 JSE Share Code: BRE / AIM Share Code: BRR ("Braemore") Recommended offer for Braemore Resources plc by Jubilee Platinum plc RESULT OF COURT MEETING AND GENERAL MEETING COURT MEETING Number of Braemore Shareholders: FOR: 129 (94.85%), AGAINST: 7 (5.15%) representing the following number of shares voted: FOR: 396,259,816 (99.89%), AGAINST: 438,830 (0.11%) representing the following percentage of Scheme Shares: FOR: 50.20%, AGAINST: 0.06% GENERAL MEETING The special resolution to give effect to the Scheme was passed unanimously on a show of hands at the General Meeting. The Court hearing to approve the Reduction of Capital and sanction the Scheme is expected to take place on 29 October 2009, as set out in the Scheme Document. The cancellation of admission of Braemore Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that this will take effect at 07.00 on 2 November 2009. The last day to trade in Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE. Notwithstanding the above, the Proposal remains subject to the terms and conditions set out in the Scheme Document. The Scheme will not become effective and the Proposal will not be completed unless the conditions set out in the Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 31 December 2009, or such later date as Jubilee and Braemore may agree and (if required) the Court may approve. A further announcement will be made in due course confirming the final dates. 7 October 2009 This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Scheme Record Time on AIM 6.00 p.m. on 28 October Last Dealing Date in Braemore Shares on AIM 28 October Court hearing to approve the Reduction of 29 October Capital and sanction the Scheme Commencement of temporary suspension of 7.00 a.m. on 29 October Braemore Shares on AIM Scheme Effective Date 30 October Time of registration of the Court Order with 4.30 p.m. on 30 October the Registrar of Companies Last Date to Trade in Braemore Shares on the 30 October JSE Cancellation of admission of Braemore Shares 7.00 a.m. on 2 November to trading on AIM Listing of New Jubilee Shares on AIM at 2 November commencement of trade Listing of New Jubilee Shares on the JSE at 2 November commencement of trade Suspension of trading of the Braemore Shares 2 November on the JSE at commencement of trade CREST stock accounts credited with New 2 November Jubilee Shares in uncertificated form JSE Record Date 6 November Dematerialised Scheme Shareholders` accounts 9 November (held at their CSDP or broker) updated on or about Date for dispatch of certificated New Jubilee 9 November Shares on the JSE on or about Termination of listing of Braemore Shares on Commencement of business on the JSE 9 November Latest date for dispatch of certificated New 13 November Jubilee Shares trading on AIM The above 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. All references to times are to times in London (unless otherwise stated). Corporate adviser Qinisele Resources (Pty) Limited Sponsor Sasfin Capital (A division of Sasfin Bank Limited) Nominated adviser WH Ireland Limited Independent adviser Venmyn Rand (Pty) Limited Legal adviser in the UK Watson, Farley & Williams LLP Legal adviser in South Africa Eversheds Reporting accountants Moore Stephens MWM Inc Auditors BDO Stoy Haywood LLP Johannesburg 7 October 2009 Sponsor Sasfin Capital (a division of Sasfin Capital Limited) Date: 07/10/2009 16:45:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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