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10 Dec 2008 12:21
For immediate release
Stock Exchange Announcement
10 December 2008
COPPER RESOURCES CORPORATION
("CRC" or "the Company")
Further re CAMEC's Shareholding
Copper Resources Corporation announces that further to the acquisition by Central African Mining & Exploration Company plc ("CAMEC") of 22,320,333 common shares in the Company ("CRC shares") at 200p per share announced on 2 May 2008, resulting in CAMEC holding an aggregate of 40,525,333 CRC shares, representing 47% of the issued share capital of CRC, CAMEC has failed to extend an offer to the holders of CRC shares it does not own. Consequently under the terms of the Company's Articles of Association ("Articles"), the Board of CRC has disenfranchised CAMEC by withdrawing CAMEC's entitlement as to voting rights, dividends and any return of capital.
Under Article 56A of the Company's Articles, except with the consent of the board of CRC, any person who acquires, whether by a series of transactions over a period of time or not, shares which, taken together with shares held or acquired by persons acting in concert with him, carry 30% or more of the voting rights of the Company, such person is required to extend an offer on the basis set out in the Articles to the holders of all remaining shares in the Company. Any such offer must be in cash or accompanied by a cash alternative at not less than the highest price paid by such person or any person acting in concert with him during the offer period and within 12 months prior to its commencement.
If at any time the board of CRC is satisfied that such person, having incurred an obligation under the Articles to extend an offer to the holders of the remaining CRC shares, shall have failed to do so, then the board of CRC may, in its absolute discretion at any time thereafter, serve a Direction Notice to such member and any member acting in concert with such person (together "the Defaulters") which disenfranchises such Defaulters as follows:
1. the Defaulters shall not be entitled to vote any general meeting, either personally or by proxy; 2. the Defaulters shall not be entitled to exercise any other rights conferred by membership in relation to meetings of the Company; 3. except in a liquidation of the Company, no payment shall be made of any sums due from the Company on shares held by the Defaulters, whether in respect of capital or dividend or otherwise, and the Company shall not meet any liability to pay interest on any such payment when it is finally paid to the Defaulters; 4. no other distribution shall be made on the shares held by the Defaulters.As an acquirer of 30% or more of the voting rights of the Company, CAMEC has failed to make an offer in accordance with Article 56A and the directors of CRC have not waived the obligation imposed on CAMEC to make such an offer. As a result, the Board of CRC has unanimously resolved to serve a Direction Notice on CAMEC.
The Board of CRC confirms that on the basis that CAMEC was required to make a mandatory offer at a premium to the offer which Metorex would be required to make, having increased its interest in CRC from 45.6% to 50.3% on 30 April 2008, the Board of CRC waived the requirement for Metorex to make a mandatory offer at 184p per share.
Following the disenfranchisement of CAMEC's voting rights, Metorex's shareholding in the Company represents 94.9% of the total voting rights.
Enquiries:
|
Copper Resources Corporation |
Nabarro Wells & Co. Limited |
GTH Communications |
|
Jeff Carel Company Secretary |
Hugh Oram |
Toby Hall |
|
+27 (0) 11 803 1073 |
+44 (0) 20 7634 4700 |
+44 (0) 20 7153 8035 |
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