Last checked at 23 Jul 2010 07:01
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Identity of the party to the offer making the disclosure: | Solomon Capital Limited ("Solomon")
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| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | Christian Candy |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Metals Exploration plc ("Metals Exploration") |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
| (e) Date position held: | 22 July 2010 |
| (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO
|
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security:
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| |||
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 118,935,655 | 44.10 | - | - |
| (2) Derivatives (other than options): | - | - | - | - |
| (3) Options and agreements to purchase/sell: | - | - | - | - |
|
TOTAL: | 118,935,655 | 44.10 | - | - |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | None |
| Details, including nature of the rights concerned and relevant percentages: | None |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
| Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | ||||||||||||
| Solomon has letters of intent from the following Metals Exploration shareholders to accept or procure acceptance of the mandatory cash offer to be made by Solomon to acquire all of the issued and to be issued ordinary shares of one pence each in the capital of Metals Exploration ("Metals Exploration Shares") not already owned by Solomon (the "Offer") in respect of their own beneficial holdings of Metals Exploration Shares (or those holdings over which they have control):
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
| Reef Securities Limited ("Reef Securities") is the beneficial owner of 5,076,249 Metals Exploration Shares representing 1.88% of the entire issued share capital of Metals Exploration. In addition, Reef Securities holds 1,000,000 warrants, exercisable at 3.25p per share at any time before 30 September 2011; 1,000,000 warrants exercisable at 20p per share at any time before 3 November 2012 and 500,000 warrants exercisable at 40p per share at any time before 3 November 2012.
Steven Smith is a director of, and owns 100 per cent. of the share capital of, Reef Securities which, as set out above, has given a letter of intent to accept the Offer. Mr Smith has been authorised by the board of directors of Solomon to give instructions and provide assistance to Solomon's financial adviser and other professional advisers in connection with the Offer. Accordingly, Reef Securities is deemed to be acting in concert with Solomon for the purposes of the Offer. Mr Smith is also a director of CPC Group Limited, of which Christian Candy, who beneficially wholly owns Solomon, is also a shareholder.
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If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
| None
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(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
| None
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 23 July 2010 |
| Contact name: | Steven Smith |
| Telephone number: | +44 (0) 791 172 1858 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.