Last checked at 19 Aug 2010 12:31
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Templar Minerals Ltd/ Epic: TMP / Market: AIM / Sector: Mining & Exploration
19 August 2010
Templar Minerals Limited ('Templar Minerals' or 'the Company')
Results of General Meeting
Templar Minerals Ltd, the AIM quoted international mining and exploration company, announces that at the General Meeting of the Company held today in connection with the Circular posted to Shareholders on 30 July 2010, all resolutions were passed. The Circular was primarily concerned with the Company's potential acquisition of Ortac Resources PLC, which owns 100% of the highly prospective Kremnica Gold Project in Slovenia.
The following resolutions were passed at the General Meeting:
1. (A) the proposed acquisition by the Company of Ortac Resources PLC;
1. (B) subject to Resolution 1(A) above being passed, authorise the Board to bind the Company to the Scheme;
2. Approve change of name of the Company to Ortac Resources Limited;
3. Adopt new Memorandum and Articles of Association;
4. Appoint Anthony Balme as a director of the Company;
5. Appoint Dorian L. Nicol as a director of the Company; and
6. Appoint Vassilios Carellas as a director of the Company.
Executive Director Charles Wood said, "We are pleased that Shareholders have approved the acquisition of Ortac and, assuming that Ortac Shareholders also vote in favour of the transaction, this will herald Templar's transformation into a gold exploration and development company with an initial focus in a highly prospective and producing gold mining district. The Kremnica Gold Project provides us with a foothold in the region and I am confident this will lend significant traction as we look to build a portfolio of gold assets."
| For further information please visit www.templarminerals.com or contact: | ||
| Charles Wood | Templar Minerals Limited | Tel: +44 (0) 20 7016 5100 |
| Roland Cornish | Beaumont Cornish Limited | Tel: +44 (0) 20 7628 3396 |
| Rosalind Hill Abrahams | Beaumont Cornish Limited | Tel: +44 (0) 20 7628 3396 |
| Hugo de Salis | St Brides Media & Finance Ltd | Tel: +44 (0) 20 7236 1177 |
| Lottie Brocklehurst | St Brides Media & Finance Ltd | Tel: +44 (0) 20 7236 1177 |
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Templar Minerals and no one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than Templar Minerals for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the Scheme or any other matter described in this announcement.
This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Scheme should be made only on the basis of information referred to in the Scheme Document which Ortac intends to dispatch shortly to its Shareholders and, for information only, to participants in the Ortac Option Schemes.
The availability of the Scheme to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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) the offeree company 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 pm (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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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.
Templar 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 City Code.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.templarmineral.com and http://www.laytons.com/client-pages/ortac.asp
To become effective, the Scheme requires, amongst other things:
(a) approval at the Court Meeting by the necessary majorities of the Scheme Shareholders present and voting, either in person or by proxy;
(b) the passing of the special resolution at the Ortac General Meeting;
(c) the sanction of the Scheme and confirmation of the capital reduction of Ortac by the Court at the Court Hearing;
(d) Admission of the Enlarged Share Capital; and
(e) the satisfaction or waiver of the other Implementation Conditions
The timetable for Completion remains as follows:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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|
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| Effective Date of the Scheme | 15 September 2010 |
| Admission of the Enlarged Share Capital and dealings expected to commence on AIM | 15 September 2010 |
| CREST accounts credited by | 15 September 2010 |
| Despatch of definitive certificates by | 30 September 2010 |
Unless expressly stated otherwise, all future times and dates referred to in the Document are subject to change at the discretion of the Company and Beaumont Cornish Limited and shall be BST.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
| "Acquisition" | the proposed acquisition by the Company of the entire issued share capital of Ortac pursuant to the terms of the Scheme |
| "Admission" | the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules on implementation of the Scheme in accordance with its terms |
| "AIM" | the AIM market operated by the London Stock Exchange |
| "Beaumont Cornish" | Beaumont Cornish Limited, the Company's nominated adviser and broker, who is authorised and regulated by the FSA |
| "City Code" | the City Code on Takeovers and Mergers |
| "Company" or "Templar" | Templar Minerals Limited, a company incorporated and registered in BVI with company number 1396532 |
| "Conditions" | the conditions to the completion of the Acquisition being, inter alia, (i) the GM Resolutions being passed at the General Meeting, (ii) the Scheme becoming effective in accordance with its terms and (iii) Admission |
| "Court" | High Court of Justice in England and Wales |
| "Court Hearing" | the hearing of the petition by the Court (to sanction the Scheme) |
| "Court Meeting" | the meeting of the Ortac Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act 2006 to consider and, if thought fit, approve the Scheme, including any adjournment thereof |
| "Court Order" | the order of the court sanctioning the scheme under Part 26 of the Companies Act 2006 and confirmation of the reduction of capital of Ortac in accordance with the terms of the Scheme under Part 26 of the Companies Act |
| "Directors" | the Existing Directors, excluding David Lenigas, and the Proposed Directors of the Company whose names are set out on page 3 of this Document |
| "Document" | the Admission Document of Templar Minerals Limited, dated 30 July 2010 |
| "Effective Date" | the date on which the Scheme becomes effective in accordance with its terms, which is expected to be 15 September 2010 |
| "General Meeting" or "GM" | the general meeting of the Shareholders to be held at Ogier House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA on 19 August 2010 at 10am BST, notice of which is contained in Part VII of the Document |
| "GM Resolutions" | the resolutions set out in the Notice of General Meeting contained in Part VII of this Document and "GM Resolutions" shall be construed accordingly |
| "Hearing Date" | the date of the Court Hearing at which the Court Order is made |
| "London Stock Exchange" | London Stock Exchange plc |
| "Ordinary Shares" | ordinary shares of no par value each in the capital of the Company |
| "Ortac" | Ortac Resources Plc, a company incorporated in England under company number 06418951 |
| "Ortac General Meeting" | the general meeting (and any adjournment thereof) of Ortac Shareholders convened in connection with the Scheme to be held at Laytons Carmelite 50 Victoria Embankment Blackfriars London EC4Y 0LS at 10.15 a.m. on 25 August 2010 to consider and, if thought fit, to approve the special resolution in relation to the Scheme (with or without amendment), notice of which is set out in part 9 of the Scheme document |
| "Scheme" | the proposed scheme of arrangement for the implementation of the Acquisition pursuant to Part 26 of the Companies Act 2006 between Ortac and the Scheme Shareholders, with or subject to any modification or addition thereto or condition approved or imposed by the Court and agreed by the Company and Ortac |
| "Scheme Document" | the circular addressed to the Ortac Shareholders proposing the Scheme which was posted to Ortac Shareholders by Ortac on or about 30 July 2010 |
| "Scheme Record Date" | the Business Day immediately preceding the Hearing Date |
| "Scheme Record Time" | 6:00 pm on the Scheme Record Date |
| "Scheme Shareholder" | a person who appears as a holder of Scheme Shares in the register of members of Ortac at the Scheme Record Time |
| "Scheme Shares" | the Ortac Shares which will be purchased by the Company upon the Scheme becoming effective |
| "Shareholder" | a holder of Ordinary Shares |
| "Takeover Panel" | the Panel on Takeovers and Mergers |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
| "Voting Record Time" | 6:00 pm on the day which is two days before the date of the Court Meeting, or if the Court Meeting is adjourned, 48 hours before the time set for any such adjourned meeting |
**ENDS**