Metals Exploration Share News (MTL)

derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. Save as set out in paragraph 4 above and in Appendix III, neither Solomon nor any of its associates has procured any irrevocable commitment or letter of intent in respect of any relevant securities of Metals Exploration. Neither Solomon nor any person acting in concert with Solomon has borrowed or lent any relevant securities of Metals Exploration (save for any borrowed shares which have been either on-lent or sold). There are no arrangements of the kind referred to in Note 6(b) to Rule 8 of the Code which exist between Solomon or any associate of Solomon and any other person in relation to any relevant securities of Metals Exploration. Reef Securities is the beneficial owner of 5,076,249 Metals Exploration Shares, representing approximately 1.88 per cent. of the entire issued share capital of Metals Exploration. In addition, Reef Securities holds 1,000,000 Warrants exercisable at 3.25 pence per share at any time before 30 September 2011, 1,000,000 Warrants exercisable at 20 pence per share at any time before 3 November 2012 and 500,000 Warrants exercisable at 40 pence per share at any time before 3 November 2012. Accordingly, the Concert Party is interested, in aggregate, in 124,011,904 Metals Exploration Shares, representing approximately 45.98 per cent of the entire issued share capital of Metals Exploration, and in 2,500,000 Warrants. For the purposes of this paragraph 8, the terms "acting in concert", "associate", "interest" and "relevant securities" have the same meanings as defined in the Code. 9. Confirmation regarding opening position disclosure Solomon confirms that it is on the date of this announcement making an Opening Position Disclosure, which discloses the details required to be disclosed by it under Rule 8.1(a) of the Code. 10. Compulsory acquisition, cancellation of AIM admission and re-registration If Solomon receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the Metals Exploration Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by Metals Exploration Shares), Solomon currently intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to compulsorily acquire any remaining Metals Exploration Shares to which the Offer relates on the same terms as the Offer. Furthermore, if the Offer becomes, or is declared, wholly unconditional, and Solomon receives sufficient acceptances from Metals Exploration Shareholders, and/or otherwise acquires sufficient Metals Exploration Shares, to take its shareholding to over 75 per cent. of the Metals Exploration Shares, Solomon intends to procure the making of an application by Metals Exploration to the London Stock Exchange for the cancellation of the admission of the Metals Exploration Shares to trading on AIM. It is anticipated that, subject to any applicable requirements of the London Stock Exchange, such cancellation will take effect no earlier than 20 Business Days after the date on which the Offer becomes, or is declared, wholly unconditional and Solomon receives sufficient acceptances from Metals Exploration Shareholders, and/or otherwise acquires sufficient Metals Exploration Shares, to take its shareholding to over 75 per cent. It is further proposed that following the Offer becoming, or being declared, wholly unconditional and after the Metals Exploration Shares are no longer admitted to trading on AIM, Metals Exploration will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006. Cancellation of the admission of Metals Exploration Shares to trading on AIM and the re-registration as a private limited company will significantly reduce the liquidity and marketability of any Metals Exploration Shares not acquired under the Offer at that time and the value of any such Metals Exploration Shares may be affected as a consequence. 11. Financing of the Offer Solomon is an entity which is beneficially wholly owned by Christian Candy and he has undertaken to support Solomon with regard to the financing of the Offer. Strand Hanson, financial adviser to Solomon, is satisfied that sufficient financial resources are available to Solomon to enable it to implement the Offer in full. Full acceptance of the Offer, assuming the exercise of all outstanding Metals Exploration Share Options and Warrants with an exercise price of less than 13 pence per Metals Exploration Share, would require a maximum cash payment of approximately GBP20.3 million by Solomon, which it is currently intended will be funded by way of a loan facility being made available to it by CPC Group in respect of the Offer. Further details of the financing arrangements will be set out in the Offer Document. 12. Metals Exploration Share Options and Warrants The Offer extends, subject to the terms and condition to be set out in the Offer Document and any accompanying Form of Acceptance, to any Metals Exploration Shares which are unconditionally allotted or issued fully paid (or credited as fully paid), whilst the Offer remains open for acceptance (or, subject to the Code, by such earlier time and date as Solomon may decide or with the consent of the Panel, determine), including (without limitation) any Metals Exploration Shares issued pursuant to the exercise of any outstanding Metals Exploration Share Options or Warrants. Following the Offer becoming, or being declared, wholly unconditional, Solomon will write to the holders of Metals Exploration Share Options and to Warrantholders to inform them of the effect of the Offer on their rights under the Metals Exploration share option schemes and warrant instruments and to set out any proposals to be made in respect of their Metals Exploration Share Options and Warrants, if appropriate, to the extent that such Metals Exploration Share Options and Warrants have not by then been exercised. 13. General The Offer Document containing the full terms of the Offer will be posted to Metals Exploration Shareholders as soon as practicable and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel. The terms and condition to the Offer are set out in Appendix I and, together with certain further terms of the Offer, will also be set out in full in the Offer Document and, in the case of certificated Metals Exploration Shares, in the Form of Acceptance. The availability of the Offer to Metals Exploration Shareholders not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of any such relevant jurisdiction. In particular, the Offer is not being made, directly or indirectly, in, into or from or by the use of the mails of or any means or instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, the United States, or in, into or from Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility from or within the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a breach of any relevant securities laws of that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, South Africa or Japan. Persons receiving this announcement (including without limitation, custodians, nominees and trustees) must not distribute or send it in, into or from the United States, Canada, Australia, South Africa or Japan. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Further information in relation to Overseas Shareholders will be set out in the Offer Document. Enquiries: Solomon Capital Limited Steven Smith Tel: +44 (0)791 172 1858 Strand Hanson Limited (Financial Adviser to Solomon) Simon Raggett Tel: +44 (0)20 7409 3494 Matthew Chandler 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 and, where appropriate, the related Form of Acceptance 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 (MORE TO FOLLOW) Dow Jones Newswires July 23, 2010 02:00 ET (06:00 GMT)