PALABORA MINING COMPANY LIMITED - Results Of The Offer And Notice Of Intention To Invoke Section 124(1) Of The Companies Act, 2008 (Act)

Release Date: 17/12/2013 15:45
Code(s): PAM
 
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Results Of The Offer And Notice Of Intention To Invoke Section 124(1) Of The Companies Act, 2008 (“Act”)

 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”)

RESULTS OF THE OFFER AND NOTICE OF INTENTION TO INVOKE SECTION 124(1) OF THE
COMPANIES ACT, 2008 (“ACT”)


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
      Act 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.    RESULTS OF THE OFFER

      RTSA hereby announces that the Offer closed at 12:00pm on Friday, 13 December 2013
      (“Closing Date”). As at the Closing Date, RTSA had received valid acceptances of the Offer
      from the Holders in respect of 11,950,586 Offer Shares equating to 96.9% of the Offer Shares,
      resulting in RTSA holding, as at the Closing Date, approximately 99.2% of all the PMC Ordinary
      Shares in issue.

3.    NOTICE TO INVOKE SECTION 124(1) OF THE COMPANIES ACT

      As the Offer has been accepted by Holders holding in excess of 90% of the Offer Shares, RTSA
      is therefore entitled to compulsorily acquire all the remaining Offer Shares from those Holders
      who have not accepted the Offer. Accordingly, Holders are hereby advised that RTSA has
      elected to invoke the provisions of section 124(1)(a) of the Act in order to compulsorily acquire
      the remaining Offer Shares from those Holders who have not accepted the Offer (“Compulsory
      Acquisition”). The announcement giving the salient dates of the suspension of PMC Ordinary
      Shares on the JSE Limited (“JSE”) will be made in due course.

      A notice in terms of section 124(1)(a) of the Act will be distributed to the remaining Holders in
      due course to inform the remaining Holders that the Offer has been accepted by Holders
      holding in excess of 90% of the Offer Shares and that RTSA desires to compulsorily acquire all
      the remaining Offer Shares.

4.    INTENTION TO TERMINATE THE LISTING OF PMC ON THE JSE

      Following the distribution of the notice in terms of section 124(1)(a) of the Act, RTSA shall apply
      for the termination of the listing of the PMC Ordinary Shares from the JSE.

Johannesburg
17 December 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.
.

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