Metals Exploration Share News (MTL)

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Metals Exploration or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Metals Exploration and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Metals Exploration or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Metals Exploration or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Metals Exploration or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Metals Exploration and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Metals Exploration or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by Metals Exploration and by any offeror and Dealing Disclosures must also be made by Metals Exploration, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of the CPC Group at www.cpcgroup.gg by no later than 12 noon on 26 July 2010. This announcement is for information purposes only and is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase Metals Exploration Shares or any other securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document, which will contain the full terms and condition of the Offer. Any acceptance in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Metals Exploration Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been despatched. Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction where TO DO so would constitute a violation of the relevant LAWS OR regulations of such jurisdiction 23 July 2010 SOLOMON CAPITAL LIMITED Mandatory Cash Offer to be made by Strand Hanson Limited on behalf of Solomon Capital Limited for the whole of the issued and to be issued ordinary share capital of Metals Exploration plc not already owned by Solomon Capital Limited 1. Introduction The Solomon Board today announces the terms of a mandatory cash offer to be made by Strand Hanson, on behalf of Solomon, to acquire the entire issued and to be issued ordinary share capital of Metals Exploration not already owned by Solomon. The Offer will be made on the basis of 13 pence for each Metals Exploration Share and values all of the existing issued Metals Exploration Shares, including in the money Metals Exploration Share Options and Warrants at, in aggregate, approximately GBP35.76 million. Solomon is a private limited company, incorporated in Guernsey in December 2008, for the purposes of investing in Metals Exploration and is beneficially wholly owned by Christian Candy. Further information on Solomon and Christian Candy is set out in paragraph 5 below. On 22 July 2010, Solomon acquired one Metals Exploration Share at a price of 13 pence from Rock (Nominees) Limited, acting as nominee for Reef Securities. Reef Securities is deemed to be acting in concert with Solomon for the purposes of the Offer, for the reasons set out in paragraph 5 below. As a result of this purchase from a single shareholder, Solomon increased its interest in Metals Exploration to 118,935,655 Metals Exploration Shares, representing approximately 44.10 per cent. of the entire issued share capital of Metals Exploration. As a result of this purchase, pursuant to Rule 9 of the Code, Solomon is required to make an offer for the entire issued share capital of Metals Exploration not already owned by it and Strand Hanson is therefore making the Offer on behalf of Solomon. 2. Terms of the Offer The Offer, which will be made on the terms and subject to the condition set out or referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document and, in the case of certificated Metals Exploration Shares, in the Form of Acceptance, will be made on the following basis: for each Metals Exploration Share 13 pence in cash The Offer values the entire existing issued ordinary share capital and in the money Metals Exploration Share Options and Warrants at, in aggregate, approximately GBP35.76 million. The Offer represents a premium of approximately 26.83 per cent. to the Closing Price of 10.25 pence per Metals Exploration Share on 22 July 2010, being the last Business Day prior to this announcement. The Metals Exploration Shares to which the Offer relates will be acquired by Solomon fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including all voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. The Offer will extend to all Metals Exploration Shares in issue or unconditionally allotted fully paid (or credited as fully paid) on the date on which the Offer is made and to any further Metals Exploration Shares unconditionally allotted or issued fully paid (or credited as fully paid) while the Offer remains open for acceptance (or such earlier date as Solomon may, subject to the Code or with the consent of the Panel, determine). The Offer Document containing the full terms and the condition of the Offer will be posted to Metals Exploration Shareholders in due course. 3. Background to and reasons for the Offer and future plans for Metals Exploration Further to the results of the Feasibility Study on Metals Exploration's Runruno Project on the island of Luzon in the northern Philippines, announced on 4 May 2010, the Company requires estimated development funding of approximately US$149.3 million in order to meet the capital expenditure required to establish an open-pit mining operation. Although Solomon has to date been supportive of management's efforts to secure appropriate project financing, it is mindful that the Company's financing options in the current challenging global economic environment are limited and time consuming to pursue and that the outlook remains uncertain, with credit conditions and the availability of debt unlikely to improve materially in the short term. Furthermore, any such financing proposal obtained is likely to require the raising of a significant element of equity capital. Accordingly, although Solomon is currently in negotiations with the Metals Exploration Board with respect to the potential provision of a short term loan facility to assist, inter alia, with the cost of the ongoing drilling programme and general working capital, as the Company's largest shareholder, Solomon is only minded to continue its financial support and potentially inject further (MORE TO FOLLOW) Dow Jones Newswires July 23, 2010 02:00 ET (06:00 GMT)