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PALABORA MINING COMPANY LIMITED - Offer finalisation announcement

Release Date: 29/11/2013 11:18
Code(s): PAM     PDF:  
Wrap Text
Offer finalisation announcement

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”)



OFFER FINALISATION ANNOUNCEMENT –



PROVISIONAL RESULTS OF THE OFFER AND CONFIRMATION:



•          OF THE SALIENT DATES RELATING TO OF THE OFFER; AND CONFIRMATION

•          THAT THE OFFER PERIOD WILL NOT BE EXTENDED





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 (“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.       PROVISIONAL RESULTS OF THE OFFER



         As at 12:00 on Friday, 29 November 2013, RTSA had received acceptances from the Holders in

         respect of 10 900 271 Offer Shares equating to 88.4% of the Offer Shares, resulting in RTSA

         holding, as at 12:00 on Friday, 29 November 2013, approximately 97.0% of the PMC Ordinary

         Shares in issue.



3.       In the event that RTSA receives acceptances from Holders for an additional 197 314 Offer

         Shares, it will have acquired 90% of the Offer Shares and will invoke the provisions of

         Section 124(1) of the Act in order to require the remaining Holders to dispose of their Offer

         Shares to RTSA.



4.       TERMS OF THE OFFER



         The Holders are further reminded that the Offer will remain open until the Closing Date, being

         12:00 on Friday, 13 December 2013 (“Closing Date”), and that their entitlement, in terms of

         Section 124(4)(b) of the Act to require RTSA to purchase their Offer Shares on the same terms

         as those which apply to the Offer does not detract from their right to accept the Offer before the

         Closing Date during the period of the Offer.



         The Offer timetable (“Timetable”) was previously revised as set out in the announcement

         published by the Consortium on 15 November 2013. No further revision of to the timelines of the

         Offer Timetable has or will be made and all other terms of the Offer as described in the Offer

         Circular remain unchanged..



         Accordingly, the Closing Date is final and the Consortium encourages the Holders to accept the

         Offer before then. The Consortium holds approximately 97.0% of the PMC Ordinary Shares in

         issue, which may result in the liquidity of PMC Ordinary Shares on the exchange operated by

         the JSE Limited being constrained and hamper a Holder’s ability to dispose of its PMC Ordinary

         Shares in the open market. By accepting the Offer, Holders will receive the Offer Consideration

         of R115.95 per PMC Ordinary Share within six (6) business days of acceptance of the Offer.



5.   CONFIRMATION OF SALIENT DATES AND TIMES RELATING TO THE OFFER



     The Timetable remains unchanged and is 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, 29 November



      Last Day to Trade in order to be registered on the Closing                   Friday, 6 December

      Date



      Closing Date of the Offer at 12:00                                          Friday, 13 December



      Record Date                                                                 Friday, 13 December



      Results of the Offer released on SENS                                      Tuesday, 17 December



      Results of the Offer published in the press                              Wednesday, 18 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.





The Consortium encourages Holders to accept the Offer by 12:00 on the closing date of 13

December 2013



Johannesburg

29 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: 29/11/2013 11:18:00 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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