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PALABORA MINING COMPANY LIMITED - Further extension of the offer period

Release Date: 01/11/2013 15:02
Code(s): PAM     PDF:  
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Further extension of the offer period

 Palabora Mining Company Limited
 (Incorporated in the Republic of South Africa)
 (Registration No. 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”)


FURTHER EXTENSION OF THE OFFER PERIOD




1.    INTRODUCTION

      Shareholders of Palabora Mining Company Limited (“PMC”) are referred to the circular dated 16
      September 2013 (“Offer Circular”) regarding a mandatory offer in terms of section 123 of the
      Companies Act, 2008 and Regulation 86 of the Takeover Regulations by a consortium
      comprising South African and Chinese entities, namely, IDC, HBIS, Tewoo, General Nice and
      CADFund (the “Consortium”) through Rio Tinto South Africa Limited (“RTSA”), to the remaining
      shareholders of PMC (“the Holders”) to acquire all their PMC Ordinary Shares (“Offer Shares”)
      (“the Offer”).

2.    PROVISIONAL RESULTS OF THE OFFER

      As at 12:00 on Friday, 1 November 2013, RTSA had received acceptances from the Holders in
      respect of 10 409 704 Offer Shares equating to 84.4% of the Offer Shares, resulting in RTSA
      now holding approximately 96.0% of the PMC Ordinary Shares in issue.

3.    FURTHER EXTENSION OF THE OFFER PERIOD

      Holders are advised that RTSA has applied to the Takeover Regulation Panel (“TRP”) for a
      further extension of the closing date of the Offer from Friday, 15 November 2013 at 12:00 to
      Friday, 29 November 2013 at 12:00. The TRP has granted the extension of the closing date of
      the Offer from Friday, 15 November 2013 at 12:00 to Friday, 29 November 2013 at 12:00
      (“Extension”). Accordingly, the Holders have until Friday, 29 November 2013 at 12:00 within
      which to accept the Offer.

4.    TERMS OF THE OFFER

      Other than the revision of the timelines as set out in this announcement, all other terms of the
      Offer as contained in the Offer Circular remain unchanged.

5.    REVISED SALIENT DATES AND TIMES RELATING TO THE OFFER

      Having regard to the Extension, the revised important dates and times relating to the Offer
      (“Timetable”) are set out in the table below. Words and expressions in the Timetable and notes
      thereto shall have the same meaning as assigned to them in the Offer Circular.
                                                                                                2013
      Opening Date of the Offer at (09:00)                                      Tuesday, 17 September

      Payment of Offer Consideration commenced on                             Wednesday, 25 September

      Finalisation announcement to be published on SENS on                        Friday, 15 November

      Last Day to Trade in order to be registered on the Closing                  Friday, 22 November
      Date

      Closing Date of the Offer at 12:00                                          Friday, 29 November

      Record Date                                                                 Friday, 29 November

      Results of the Offer released on SENS                                        Monday, 2 December

      Results of the Offer published in the press                                 Tuesday, 3 December



     Certificated Holders who accept the Offer will have the Offer Consideration posted to them to
     the registered address held at PMC’s transfer secretaries, being Computershare Investor
     Services (Proprietary) Limited (“Transfer Secretaries”) 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.

     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 the Transfer Secretaries.

6.   DIRECTORS’ RESPONSIBILITY STATEMENT

     The directors of RTSA, collectively and individually, accept responsibility for the information
     contained in this announcement. In addition, they certify that, to the best of their knowledge and
     belief, the information in this announcement is true and does not omit anything that is likely to
     affect the importance of the information contained herein.

     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 with the prior approval of
          the Independent Board of PMC, being those PMC board members who are regarded as
               independent in relation to the Offer, the TRP and the JSE Limited. Any such amendment/s
               will be published in the press and released on SENS.

Johannesburg
1 November 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 Consortium and to RTSA
Edward Nathan Sonnenbergs Inc.


Financial advisor to PMC
Investec Bank


Sponsor to PMC
One Capital


Legal advisor to PMC
Webber Wentzel


Independent expert to PMC
KPMG


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: 01/11/2013 03:02:00 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.

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