Wrap Text
Extension Of Time To Post Offer Circular And Salient Dates And Times Of The Offer
PALABORA MINING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
Registration number – 1956/002134/06
JSE Code: PAM
ISIN: ZAE000005245
Industrial Development Corporation of South Africa Limited (“IDC”)
Hebei Iron & Steel Group Co. Limited (“HBIS”)
Tewoo Group Co. Limited (“Tewoo”)
General Nice Development Limited (“General Nice”)
China-Africa Development Fund (“CADFund”)
EXTENSION OF TIME TO POST OFFER CIRCULAR AND SALIENT DATES AND TIMES OF THE
OFFER
Introduction
Shareholders of Palabora Mining Company Limited (“PMC”) are referred to the announcement by
PMC on the Stock Exchange News Service (“SENS”) on 11 December 2012 and by Rio Tinto South
Africa Limited (“RTSA”) on SENS on 1 August 2013 and in the press on 2 August 2013, in terms of
which shareholders were advised that a consortium comprising of South African and Chinese entities,
namely, the IDC, HBIS, Tewoo, General Nice and CADFund (the “Consortium”) has through RTSA,
acquired (directly and/or indirectly) approximately 74,5% of the voting rights attaching to the issued
ordinary shares in PMC (“PMC Ordinary Shares”). Accordingly, RTSA is required, in terms of
section 123 of the Companies Act, No. 71 of 2008 (“Companies Act”) and in terms of the sale of
shares agreement pursuant to which the consortium acquired the PMC Ordinary Shares (“SPA”), to
extend an offer to the remaining shareholders of PMC (“the Holders”) to acquire all of their PMC
Ordinary Shares (“the Offer”).
In addition, Holders were advised that the consideration for the Offer ("Offer Consideration") will be:
(a) R110 per PMC Ordinary Share, plus;
(b) an escalation amount of R5,95 per PMC Ordinary Share, which represents a non-compounding
escalation of 5% per annum over the period from 1 July 2012 up to (but excluding) the closing
date of the SPA , being 31 July 2013.
Extension of time to post Offer circular
In terms of the Companies Act and the Companies Regulations, 2011 (the “Companies
Regulations”) RTSA is required to post a circular containing the full terms and conditions of the Offer
(“Offer Circular”) to Holders within a period of 20 business days from the date of the Offer
announcement or within such longer period allowed by the Takeover Regulation Panel (“TRP”). The
20 business day period expires on 30 August 2013, being the date on which RTSA was expected to
have posted the Offer Circular. RTSA was not in a position to post the Offer Circular on such a date
and has requested the TRP for an extension of the 20 business day period. The TRP has granted the
Consortium an extension of time within which to post the Offer Circular to the Holders, as
contemplated in Regulation 102(2) of the Companies Regulations and section 119(6)(c) of the
Companies Act (“the Extension”). In terms of the Extension, the Offer Circular is to be posted to the
Holders on or before Monday, 16 September 2013.
Salient dates and times
Having regard to the Extension, the Consortium shall endeavour to post the Offer Circular as soon as
reasonably possible following the date of this announcement. Should, however, the Offer Circular
only be posted on the last day of the extended period, the salient dates and times of the Offer would
be as follows:
2013
Posting of Offer Circular to Holders Monday, 16 September
Opening Date of the Offer at (09:00) Tuesday, 17 September
Payment of Offer Consideration expected to commence on Wednesday, 25 September
Finalisation announcement published on SENS on Friday, 18 October
Finalisation announcement published in the press on Monday, 21 October
Last Day to Trade in order to be registered on the Closing Date Friday, 25 October
Closing Date of the Offer at 12:00 Friday, 1 November
Record Date Friday, 1 November
Results of the Offer released on SENS Monday, 4 November
Results of the Offer published in the press Tuesday, 5 November
Dematerialised Holders who accept the Offer will have their accounts at their Central Securities
Depository Participants or broker updated and credited with the Offer Consideration by no later than
the sixth business day after the date on which the dematerialised Holder’s acceptance of the Offer is
notified to PMC’s transfer secretaries, being Computershare Investor Services (“Transfer
Secretaries”).
Certificated Holders who accept the Offer will have the Offer Consideration posted to them by way of
cheque or transferred to them by way of electronic funds transfer within six business days of the date
on which their documents of title and the form of acceptance, surrender and transfer is received by
the Transfer Secretaries.
Notes:
1. The above-mentioned dates and times are South African dates and times. All references to days are to
business days.
2. The Offer is irrevocable and a Holder who has accepted the Offer may not withdraw that acceptance.
3. No orders to dematerialise or rematerialise PMC Ordinary Shares will be processed from the business day
following the Last Day to Trade until the Closing Date. Orders will again be processed from the first business
day after the Closing Date.
4. The above dates and times are subject to amendment by RTSA and the independent board of PMC with the
prior approval of the TRP and the JSE Limited. Any such amendment/s will be published in the press and
released on SENS.
Johannesburg
30 August 2013
Financial advisors to the Chinese Consortium and to RTSA
Absa Member of Barclays
Barclays
Financial advisors to the IDC and to RTSA
Deutsche Bank
Legal advisor to the shareholders of RTSA and to RTSA
Edward Nathan Sonnenbergs Inc.
Legal advisors to the Chinese Consortium
Werksmans Attorneys
Financial advisor to PMC
Investec Bank
Sponsor to PMC
One Capital
Legal advisor to PMC
Webber Wentzel
General
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves
about and observe any applicable requirements in those jurisdictions. This announcement has been prepared for the purposes
of complying with the Companies Act and the Companies Regulations and the information disclosed may consequently not be
the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction other than South Africa.
This announcement is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a
prospectus or a prospectus equivalent document. Holders are advised to read carefully the formal documentation in relation to
the Offer once it has been dispatched. The Offer will be made solely through the Offer Circular, which will contain the full terms
and conditions of the Offer. Any decision to accept the Offer or other response to the proposals should be made only on the
basis of the information contained in the Offer Circular.
Edward Nathan Sonnenbergs Inc., Absa Corporate and Investment Bank (a division of Absa Bank Limited), Barclays Bank PLC
and Deutsche Bank are acting exclusively for the shareholders of RTSA in connection with the Offer and for no one else and
will not be responsible to anyone other than the shareholders of RTSA for providing the protections afforded to its clients or for
providing advice in relation to the Offer. Webber Wentzel, Investec Bank and One Capital are acting exclusively for PMC in
connection with the Offer and for no one else and will not be responsible to anyone other than PMC for providing the
protections afforded to its clients or for providing advice in relation to the Offer.
Date: 30/08/2013 01:00:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.