PALABORA MINING COMPANY LIMITED - Confirmation that the compulsory acquisition in terms of Sec 124(1) of The Companies Act, 2008 will proceed on 4 Apr

Release Date: 03/04/2014 17:44
Code(s): PAM
 
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Confirmation that the compulsory acquisition in terms of Sec 124(1) of The Companies Act, 2008 will proceed on 4 Apr

 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

 Tewoo Group Co. Limited

 General Nice Development Limited

 China-Africa Development Fund

CONFIRMATION THAT THE COMPULSORY ACQUISITION IN TERMS OF SECTION 124(1) OF
THE COMPANIES ACT, 2008 (“ACT”) WILL PROCEED ON 4 APRIL 2014


1.    INTRODUCTION

      As announced on the Stock Exchange News Service of the JSE Limited (“JSE”) on 7 February
      2014 and published in the press on 10 February 2014, Rio Tinto South Africa Limited (which
      has subsequently changed its name to Smart Union Resources South Africa Limited) (“RTSA”),
      has invoked the provisions of section 124(1)(a) of the Act in order to compulsorily acquire all the
      remaining ordinary shares in Palabora Mining Company Limited (“PMC”) not already owned by
      it (the “Remaining Offer Shares”) from those holders who did not accept the offer (“Remaining
      Holders”) contained in a circular dated 16 September 2013 (“the Offer”).

2.    CONFIRMATION THAT NO COURT APPLICATION WAS MADE IN TERMS OF SECTION
      124(2) OF THE ACT

      In terms of the notice in terms of section 124 of the Act to Remaining Holders dated 7 February
      2014 (the “Notice”) the Remaining Holders were advised that if they did not want RTSA to
      compulsorily acquire their Remaining Offer Shares, the Remaining Holders were entitled to make an
      application to the High Court of South Africa (“the Court”) in terms of section 124(2) of the Act within 30
      business days after receiving the Notice, seeking an order in terms of that section.

      The last day for the Remaining Holders to make application to Court in terms of section 124(2)
      of the Act was Tuesday, 1 April 2014. RTSA hereby confirms that, as at 3 April 2014, no
      applications were made to the Court in terms of the afore-mentioned section. Accordingly,
      RTSA is entitled and bound to acquire the Remaining Offer Shares on the same terms and
      conditions as those of the Offer (the “Compulsory Acquisition”). The Compulsory Acquisition
      will take place on Friday, 4 April 2014.

3.    SALIENT DATES AND TIMES

      Accordingly, the salient dates and times of the Compulsory Acquisition as contained in the
      Notice remain unchanged and are as follows:

                                                                                                         2014
       Last day to trade to be recorded on the register as one                            Friday, 7 February
       of the Remaining Holders

       Suspension of PMC Ordinary Shares on the JSE from                                  Monday, 10 February
       the commencement of trading on
       Record date to be recorded on the register as one of the                           Friday, 14 February
       Remaining Holders

       Last day for Remaining Holders to apply to the Court in                            Tuesday, 1 April
       terms of section 124(2) of the Act 

       Compulsory Acquisition date                                                        Friday, April 4

       Date     of   commencement      of   payment    of    the                          Monday, April 14
       “Consideration”, as defined in the Notice, to Remaining
       Holders who have submitted forms of surrender and/or
       whose details are known and/or holding dematerialised
       PMC ordinary shares within six business days after the
       Compulsory Acquisition date (unclaimed Consideration
       to be held in trust subject to the provisions of
       section 124(8) of the Act and to be paid on demand)

       Termination of listing of PMC on the JSE from the                                  Tuesday, 15 April
       commencement of trading on



     Note:

     The above-mentioned dates and times are South African dates and times and are subject to
     change at the discretion of RTSA. All references to days are to business days.

Johannesburg
3 April 2014

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 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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