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KWR - Kiwara Plc - Announce result of court hearing
Kiwara plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara)
First Quantum Minerals Ltd.
TSX: FM
LSE: FQM
("First Quantum")
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE RESULT OF COURT HEARING
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 11 January 2010
regarding the results of the Court Meeting and the General Meeting to
approve a proposed capital reduction and sanction the scheme of arrangement
pursuant to which First Quantum would acquire the entire issued share
capital of Kiwara (the "Scheme"), the High Court of Justice in England and
Wales (the "Court") approved the Reduction of Capital and sanctioned the
Scheme at the hearing held earlier today, 28 January 2010.
The Scheme is conditional on the delivery of an office copy of the Court
Order sanctioning the Scheme and confirming the reduction of capital to the
Registrar of Companies in England and Wales. This is expected to be on 29
January 2010.
Trading in Kiwara ordinary shares on AIM has been temporarily suspended from
today, 28 February 2010 and will be suspended on the JSE from commencement
of business on Monday 1 February 2010.
Any capitalised term used but not defined in this announcement is as defined
in the shareholder circular relating to the Scheme dated 18 December 2009
(the "Scheme Document").
Timetable
The cancellation of admission of Kiwara 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 Monday, 1 February 2010. The last day
to trade in Kiwara Shares on the JSE will be the Scheme Effective Date and
the JSE has agreed to terminate the listing of Kiwara Shares on the JSE with
effect from the commencement of business on Tuesday, 9 February 2010, or
such later date as may be requested by Kiwara and approved by the JSE.
A further announcement will be made in due course confirming the final
dates.
On Behalf of the Board of Directors
First Quantum Minerals Ltd.
G. Clive Newall President
Listed in Standard and Poor`s
Kiwara Plc
G Colin Bird
Colin Bird
Executive Chairman
Enquiries:
Raju Samtani
Kiwara plc
Tel: +44 (0)20 7581 4477
Clive Newall
First Quantum Minerals Ltd
Tel: +44 140 327 3484
Matthew Robinson/ Ed Frisby
FinnCap, London
Tel: +44 (0)20 7600 1658
Brian Chistie
Sasfin Capital
Tel: +27 (0) 11 809 7500
Suzanne Johnson-Walsh
Bishopsgate Communications
Tel: +44 (0) 20 7562 3350
Sharon Loung
First Quantum Minerals Ltd
Tel: +1 647 346 3934 or
+1 888 688 6577
Simon HockridgeHogarth Partnership Ltd.
Tel: +44 (0) 20 7357 9477
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 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.
Johannesburg
28 January 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 28/01/2010 17:30:02 Supplied by www.sharenet.co.za
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