6 Nov 2007 09:06
METOREX LIMITED (Incorporated in the Republic of South Africa) (Registration number 1934/005478/06) JSE code: MTX ISIN: ZAE000022745 Issuer code: MEMTX ("Metorex") PROPOSED MANDATORY OFFER BY METOREX LIMITED TO THE MINORITY SHAREHOLDERS OF COPPER RESOURCES CORPORATION * Offer to purchase all remaining shares of CRC * Offer of 73 Metorex shares for every 100 CRC shares with cash alternative * Pre-conditional offer document released today * Metorex share price currently values each CRC share at ‚£1.49
Charles Needham, CEO of Metorex, said:
"Our offer to CRC's minority shareholders, which will be on the same terms as our acquisition of Forrest's 39% interest in September 2007, provides CRC's shareholders with an exposure to Metorex's established projects in the DRC and a diversified mineral portfolio. The Metorex Group has demonstrated experience and success with the Ruashi projects in the DRC, and CRC would add significantly to our copper output as part of Metorex's ongoing strategy of developing long-life, high-quality ore bodies."
1. Introduction
Shareholders of Metorex are referred to the announcement dated 18 September 2007 whereby shareholders were advised that the acquisition by Metorex of the Forrest Group shareholding in Copper Resources Corporation ("CRC") has become unconditional.
Shareholders were also advised that Metorex will proceed with an offer to the minority shareholders of CRC ("the offer").
A detailed prospectus ("the prospectus") is required to be issued to CRC shareholders when the offer is made. In lieu of the time required to complete the prospectus, the Metorex Board considered it appropriate to keep CRC shareholders informed on this matter by issuing a pre-conditional offer document. This document contains details of the proposed pre-conditional mandatory share offer, accompanied by a cash alternative, for the entire issued and to be issued ordinary share capital of CRC not already owned by Metorex.
The pre-conditional offer document has been posted to CRC shareholders today. The document can also be viewed on Metorex's website (www.metorexgroup.com).
2. Offer Consideration
Shareholders of CRC would receive 0.73 new Metorex shares for each CRC share held by them. Based on the closing price of 204 pence per Metorex share on 2 November 2007, being the last business day prior to the publication of this announcement, the offer values each CRC share at approximately 149 pence and CRC's existing issued ordinary share capital at approximately ‚£120.7 million ("the share offer").
CRC shareholders who validly accept the offer may elect to receive cash instead of new Metorex shares in respect of some or all of their CRC shares ("the cash offer"). The cash offer will be 125.1 pence in cash for each CRC share.
3. Pre-conditions to the offer
The making of the formal offer is conditional upon the satisfaction of the following Pre-Conditions on or before 15 November 2007 or such later date as Metorex may decide:
* the United Kingdom Listing Authorities approving the issue of the
prospectus or a document containing information which is regarded by the
Financial Services Authority as being equivalent to that of a prospectus to
be produced relating to Metorex and the new Metorex shares to be issued as
referred to in this announcement; and
* Metorex entering into certain underwriting agreements to fund the cash
offer.
4. Code on Takeovers and Mergers
The proposed offer does not fall within the jurisdiction of the United Kingdom Code on Takeovers and Mergers and the Securities Regulation Panel Code on Takeovers and Mergers in South Africa as CRC is a British Virgin Islands registered company. However, the CRC Articles of Association require that the proposed offer be made on terms that would be required by the United Kingdom Code on Takeovers and Mergers and it is the intention of Metorex that the proposed offer is made on those terms.
Johannesburg6 November 2007Corporate Advisor and Sponsor Legal Advisor
Barnard Jacobs Mellet Corporate Finance Bowman Gilfillan Inc.
(Pty) Ltd
COPPER RESOURCES CORPORATION