13 Jan 2011 07:00
Titanium Resources Group Limited
Change in Significant Shareholders and Shareholder Resolutions
13 January 2011: Titanium Resources ("TRG" or "the Company") announces that it was notified on 12 January 2011 that Pala Investment Holdings Ltd ("Pala") had that day acquired Leopard Titanium Limited's ("Leopard") entire 31,459,856 Ordinary Shares ("Shares") in the Company ("the Acquisition"). Following the Acquisition, Pala now holds 146,441,353 Shares, representing approximately 37.95% of the Company's issued Shares.
Pala has notified the Company that it has received support in writing from holders representing Shares well in excess of 50% of the Shares held by Independent Shareholders for the resolutions in the form set out in the Attachment below (the "Written Resolutions") and that it is currently obtaining written approval of the Written Resolutions from Independent Shareholders on the register.
Upon valid receipt by the Company of the Written Resolutions in respect of a simple majority of the Shares held by the Independent Shareholders on the register, which is expected shortly, the Written Resolutions will become effective.
Upon the Written Resolutions becoming effective, Pala would then not be required to make an offer pursuant to Article 56A of the Company's Articles of Association to the other holders of issued Shares (see further below).
A further announcement will be made when appropriate.
ENDS
For further information:
Titanium Resources Group
John Sisay, Chief Executive Officer
Telephone: +44 (0) 20 7321 0000
Arbuthnot Securities
Nominated Advisor & Broker
Hugh Field / Richard Johnson
Telephone: +44 (0) 20 7012 2000
Aura Financial
Michael Oke / Andy Mills
Telephone: +44 (0) 20 7321 0000
Article 56A(1) of the Company's Articles of Association
Under Article 56A(1) of the Company's Articles of Association, except with the consent of the Independent Shareholders (as defined by the Company's Articles of Association) by ordinary resolution, when any person acquires Shares in the Company which, taken together with shares already held by that shareholder or persons acting in concert with it, carry more than 30% of the voting rights in the Company, such person is required to extend an offer to holders of all issued Shares in cash at the highest price paid by the offeror, or persons acting in concert with it, in the last twelve months.
ATTACHMENT
TITANIUM RESOURCES GROUP LIMITED (the "Company")
COMPANY NUMBER 629748
WRITTEN RESOLUTIONS OF THE INDEPENDENT SHAREHOLDERS
PURSUANT TO ARTICLE 56A(1) AND ARTICLE 82 OF THE COMPANY'S ARTICLES OF ASSOCIATION (the "Articles")
___________________________________________________________________
Pursuant to the authority given by Article 82 of the Articles we, the undersigned, being Independent Shareholders (as defined in Article 56A(1) of the Company's Articles of Association) hereby confirm that the resolutions contained herein are adopted as ordinary resolutions of the Independent Shareholders as if they had been passed at a general meeting of the Independent Shareholders duly convened and held.
It is resolved:
1. THAT, for the purpose of Article 56A of the Articles, consent is hereby provided for Pala Investments Holdings Limited ("Pala") to acquire the 31,459,856 shares in the Company held by Leopard Titanium Limited, thereby increasing the number of shares in the Company held by Pala to 147,191,353, without Pala being required to make an offer to the other holders of issued shares in the Company pursuant to Article 56A of the Company's Articles of Association.
2. THAT these resolutions have effect notwithstanding any other provision of the Articles.
Pursuant to Article 82 of the Company's Articles of Association, the Independent Shareholders' consent to the resolutions contained herein may be in the form of counterparts and if the counterparts shall bear different dates, shall take effect from the earliest date on which the resolutions have been approved by an absolute majority (as defined in the Articles) of the Independent Shareholders.