21 Dec 2009 07:00
| NEWS RELEASE 09-35 December 21, 2009 www.first-quantum.com www.kiwara.co.uk |
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE POSTING OF SCHEME DOCUMENT
(All dollar amounts are expressed in United States dollars, except as otherwise indicated where GBP = British pounds; Cdn.$ = Canadian dollars)
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM") and Kiwara PLC ("Kiwara", LSE AIM Symbol - "KIW", JSE Symbol "KWR") today announce that further to the news release dated 23 November 2009 detailing a proposed scheme of arrangement pursuant to which First Quantum would acquire the entire issued share capital of Kiwara (the "Scheme"), Kiwara shareholders are advised that on Thursday, 17 December 2009, the High Court of Justice in England and Wales (the "Court") granted an order to Kiwara affording Kiwara leave to convene a scheme meeting for the purpose of considering and, if deemed fit, approving (with or without modification) the Scheme. The terms of the Scheme allow Kiwara shareholders to receive 0.0085 New First Quantum Shares and GBP 0.375 for every Kiwara share ("Kiwara Shares") held. The Court Meeting and the General Meeting will be held at the offices of Fasken Martineau LLP, Fourth Floor, 17 Hanover Square, London W1S 1HU on 11 January 2010.
A Scheme document containing full details of the Scheme has now been posted to Kiwara shareholders and is available on the Company's website at www.kiwara.co.uk.
SALIENT DATES AND TIMES
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (BLUE Form of Proxy) | 11.00 a.m. on Saturday 9 January 20101 |
| General Meeting (PINK Form of Proxy) | 11.05 a.m. on Saturday 9 January 20102 |
| Voting Record Time | 6.00 p.m. on Saturday 9 January 2010 3 |
| Court Meeting | 11.00 a.m. Monday 11 January 2010 |
| General Meeting | 11.05 a.m. on Monday 11 January 20104 |
| Scheme Record Time | 6.00 p.m. on Wednesday 27 January 20105 |
| Last Dealing Date in Kiwara Shares on AIM | Wednesday 27 January 2010 |
| Court Hearing to approve the Reduction of Capital and sanction the Scheme | Thursday 28 January 2010 |
| Commencement of temporary suspension of Kiwara Shares on AIM | 7.00 a.m. Thursday 28 January 20105 |
| Effective Date | Friday 29 January 20105 |
| Time of registration of the Court Order with the Registrar of Companies | 4.30 p.m. on Friday 29 January 20105 |
| Last Date to Trade in Kiwara Shares on the JSE | Friday 29 January 20105 |
| Cancellation of admission of Kiwara Shares to trading on AIM | 7.00 a.m. on Monday 1 February 20105 |
| Suspension of trading of the Kiwara Shares on the JSE at commencement of trade | Monday 1 February 20105 |
| Listing of New First Quantum Shares on the Official List at commencement of trade | Monday 1 February 20105 |
| Listing of New First Quantum Shares on the TSX in respect of Kiwara shares on the UK Register at commencement of trade | Monday 1 February 20105 |
| CREST stock accounts credited with new First Quantum Shares in uncertificated form | Monday 1 February 20105 |
| JSE Record Date | Friday 5 February 2010 |
| Latest date for dispatch of certificated New First Quantum Shares | Monday 8 February 20106,7 |
| Latest date for dispatch of cheques | Monday 8 February 20105 |
| First Quantum JSE Settlement Date | Monday 8 February 20105 |
| Dematerialised Scheme Shareholders' accounts (held at their CSDP or broker) updated with the Cash Consideration on or about | Monday 8 February 20105 |
| Termination of listing of Kiwara Shares on the JSE | 9.00 a.m. on Tuesday 9 February 2010 |
All references in this news release to time are to UK times unless otherwise stated. Unless otherwise defined in this news release, defined terms used herein shall have the same meaning given to them in the Scheme Document.
It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 11.00 a.m. on 9 January 2010. BLUE Forms of Proxy not lodged by this time may be handed to the Chairman of the Court Meeting immediately prior to the start of the Court Meeting.
The PINK Forms of Proxy for the General Meeting must be lodged before 11.05 a.m. on 9 January 2010 (or in the case of an adjournment, not later than 48 hours before the time fixed for the adjourned meeting) and cannot be handed to the Chairman of the General Meeting at that meeting or adjourned meeting.
If either of the Court Meeting or the General Meeting is adjourned, then the Voting Record Time for the reconvened meeting will be 6.00 p.m. on the date falling two days before the day fixed for the reconvened meeting.
Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
These dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or (if capable of waiver) waived on or prior to such date. Any change will be published on SENS and in the SA press.
Pending the dispatch of certificates for New First Quantum Shares to Kiwara shareholders on the UK Register, transfers of New First Quantum Shares in certificated form will be certified against First Quantum's share register. Temporary documents of title have not been and will not be issued in respect of New First Quantum Shares.
Shares recorded in the SA Register may not be dematerialised after 29 January 2010.
SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION
Prior to and conditional on the Scheme becoming effective, Kiwara intends to make an application to the London Stock Exchange for the cancellation of the admission of the Kiwara Shares to trading on AIM to take effect on the business day after the Effective Date. The JSE has agreed to terminate the listing of Kiwara Shares on the JSE with effect from the commencement of business on 8 February 2010, or such later date as may be requested by Kiwara and approved by the JSE. The last day of dealings in Kiwara Shares on AIM and the Main Board of the JSE is expected to be on the business day reflected in the timetable above (it is anticipated that the last dealing day in respect of the Kiwara Shares on AIM will be 28 January 2010 and the last date for trade in respect of the Kiwara Shares on the Main Board of the JSE will be 29 January 2010) and no transfers of Kiwara Shares will be registered on the UK Register after 7.00 a.m. on 27 January 2010.
Kiwara's advisors in connection with the transaction are:
| Nominated adviser | FinnCap |
| Sponsor | Sasfin Capital (A division of Sasfin Bank Limited) |
| Independent adviser | Moore Stephens Corporate Finance |
| Legal adviser in the UK | Fasken Martineau LLP |
| Legal adviser in South Africa | Eversheds |
| Reporting accountants | Moore Stephens MWM Inc |
| Auditors | Saffery Champness Chartered Accountants |
First Quantum's advisors in connection with the transaction are:
| Legal Advisor in the UK: | McCarthy Tétrault |
| Legal Advisor in Canada | McCarthy Tétrault |
On Behalf of the Board of Directors
First Quantum Minerals Ltd. Kiwara Plc
G. Clive Newall Colin Bird
President Executive Chairman
12g3-2b-82-4461
Listed in Standard and Poor's
Enquiries:
| Raju Samtani Kiwara plc Tel: +44 (0)20 7581 4477 | Clive Newall First Quantum Minerals Ltd Tel: +44 140 327 3484 |
| Clive Carver/ Ed Frisby FinnCap, London Tel: +44 (0)20 7600 1658 | Sharon Loung First Quantum Minerals Ltd Tel: +1 647 346 3934 or +1 888 688 6577
|
| Brian Chistie Sasfin Capital Tel: +27 (0) 11 809 7500 | Simon Hockridge Hogarth Partnership Ltd. Tel: +44 (0) 20 7357 9477
|
| Suzanne Johnson-Walsh Bishopsgate Communications Tel: +44 (0) 20 7562 3350 |
This announcement is not intended to and does not constitute, or form part of, an offer or an invitation to purchase or sell any shares of either First Quantum or Kiwara or any other securities pursuant to the Scheme or otherwise. The offer to acquire the entire issued share capital of Kiwara by First Quantum (the "Offer) is made solely by the Scheme document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted and the Scheme approved.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders are set out in the Scheme document.
This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any jurisdiction where such distribution or use would be contrary to any law or regulation or would require any registration, licensing or other permission. Neither this announcement nor any copy of it nor the information contained in it may be taken or transmitted in or into USA, Republic of Ireland and Japan, or distributed, directly or indirectly, in or into USA, Republic of Ireland and Japan, or distributed or redistributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of USA, Republic of Ireland and Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement has been prepared in accordance with English law, the AIM Rules and the JSE Listings Requirements and information disclosed may not be the same as that which would have been prepared in accordance with the law of jurisdictions outside England. The Offer is subject to the applicable rules and regulations of the Financial Services Authority, LSE, and the JSE.
This announcement and the information contained herein are not an offer of securities for sale in the United States. Neither Kiwara nor First Quantum securities may be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither Kiwara nor First Quantum intend to register an offering of their respective securities in the United States or to conduct a public offering of any of their respective securities in the United States.
Neither Kiwara nor First Quantum's securities have been or will be registered under the applicable securities laws of any state or jurisdiction of USA, Republic of Ireland and Japan and, subject to certain exceptions, may not be offered or sold within USA, Republic of Ireland and Japan or to or for the benefit of any national, resident or citizen of USA, Republic of Ireland and Japan.
Certain statements in this announcement may constitute "forward-looking statements". Such forward-looking statements or information include but are not limited to statements or information with respect to future price of copper or gold, estimation of mineral reserves and mineral resources, our exploration and development program, estimated future expenses, exploration and development capital requirements, and our goals and strategies. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the beliefs and expectations of the First Quantum and Kiwara directors and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of Kiwara and First Quantum. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. First Quantum, Kiwara and their respective advisors and each of their respective members, directors, officers and employees disclaim any obligation to update their view of such risks and uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law. With respect to forward-looking statements and information contained herein, First Quantum and Kiwara have made numerous assumptions including among other things, assumptions about the price of copper and gold, anticipated costs and expenditures and our ability to achieve our goals. Although their respective managements believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.
See First Quantum's annual information form and our quarterly and annual management's discussion and analysis for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although First Quantum has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond First Quantum's control. Accordingly, readers should not place undue reliance on forward-looking statements or information. First Quantum undertake no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information made herein, are qualified by this cautionary statement.
Nothing in this announcement is intended, or is intended to be construed, as a forecast, projection or estimate of the future financial performance of First Quantum or Kiwara.