MTX - Metorex Limited - Update regarding vale offer and Jinchuan offer

Release Date: 14/07/2011 16:30
Code(s): MTX
Wrap Text

MTX - Metorex Limited - Update regarding vale offer and Jinchuan offer Metorex Limited (Incorporated in the Republic of South Africa) (Registration number 1934/005478/06) Share code: MTX ISIN: ZAE000022745 Issuer code: MEMTX ("Metorex" or "Company") TERMINATION OF THE IMPLEMENTATION AGREEMENT ENTERED INTO BETWEEN VALE AND METOREX, THE WITHDRAWAL OF THE BOARD`S RECOMMENDATION OF VALE`S OFFER, THE ENTERING INTO OF AN IMPLEMENTATION AGREEMENT WITH JINCHUAN AND THE BOARD`S RECOMMENDATION OF THE JINCHUAN OFFER 1 INTRODUCTION Metorex shareholders ("Shareholders") are referred to the joint announcement of a firm intention by Jinchuan Group Limited ("Jinchuan") to make a cash offer to acquire the entire issued and to be issued share capital of Metorex ("Jinchuan Offer"), published on the Securities Exchange News Service of the JSE Limited ("SENS") on 5 July 2011 and in the press on 6 July 2011 ("Jinchuan Firm Intention Announcement"), which included details of the opportunity afforded to Vale S.A. ("Vale") to amend its offer to acquire the issued and to be issued share capital of the Company ("Vale Offer") by matching or bettering the terms of the Jinchuan Offer (such offer if made, an "Amended Vale Offer"). Shareholders are further referred to the announcement published on SENS on 11 July 2011 notifying Shareholders of Vale`s intention not to submit an Amended Vale Offer and are advised that Vale has agreed to the termination of the implementation agreement entered into between Vale and the Company dated 8 April 2011 ("Vale Implementation Agreement"), subject to receipt by Vale of the break fee provided for in the Vale Implementation Agreement, being an amount of R75,240,000 ("Vale Break Fee"). The board of directors of Metorex ("Board") and the independent board of Metorex ("Independent Board") constituted in terms of the Companies Regulations, 2011, promulgated under the Companies Act, No 71 of 2008, as amended ("Companies Act") met separately on Tuesday, 12 July 2011 to consider the: - termination of the Vale Implementation Agreement and payment of the Vale Break Fee; - withdrawal of their respective recommendations to Shareholders in respect of the Vale Offer detailed in the circular to Shareholders posted on 17 June 2011 ("Vale Offer Circular"); - terms of the implementation agreement proposed by Jinchuan in relation to the Jinchuan Offer ("Jinchuan Implementation Agreement"); and - recommendation of the Jinchuan Offer by the Board and the Independent Board. 2 ADVICE OF THE INDEPENDENT EXPERT The Company has retained KPMG Services (Proprietary) Limited ("KPMG") as independent expert ("Independent Expert"), as required under section 114(2) and (3) of the Companies Act to report on the Jinchuan Offer. KPMG has furnished a preliminary opinion as at 12 July 2011 ("Preliminary
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