SRX.L Regulatory News (SRX)

11 Jul 2007 07:00

Titanium Resources Group Ltd11 July 2007 Titanium Resources Group Ltd Share Transaction and TRG Board Consent 11 July 2007: The Board of Titanium Resources Group Ltd ("TRG" or the "Company"), a company incorporated in the British Virgin Islands, was informed yesterdayby Ospraie Management, LLC that funds managed by Ospraie Management LLC(collectively, "Ospraie") have purchased from Leopard Titanium Limited ("Leopard") 26,892,476 common shares of TRG, representing 11% of the Company's issuedequity capital at a price of 65p per share. Ospraie now holds 104,822,954common shares, which represents 44.7% of TRG's issued equity capital. Leopardnow holds 23,427,856 common shares representing 10% of the Company's issuedequity capital. Article 56A of the Company's Articles of Association (Takeover Provisions),provides inter alia, that except with the consent of TRG's Board, when anyperson acquires shares (whether in a single transaction or by a series oftransactions over a period of time) which, taken together with shares held bysuch person or acquired by persons acting in concert with such person carry 30%or more of the voting rights of the Company, such person ("the Offeror") shallextend an offer to the holders of all the issued shares in the Company, on thebasis set out in Article 56A, in cash at not less than the highest price paid bythe Offeror or any person acting in concert with such person in the previoustwelve months. The highest price paid by Ospraie in the last twelve months forTRG shares was 70p per share. On 12 June 2007, the Board of TRG announced that it had consented to a waiver ofthis obligation in the circumstances where Ospraie had just reached 32.29% ofTRG's issued share capital. Ospraie recently approached TRG with a request fora further waiver to increase their shareholding. Prior to Ospraie's most recent purchase of TRG shares, the Board of TRG grantedconsent to enable Ospraie to increase its shareholding to a maximum of 49%without making a general offer. Before granting this consent, the TRG Boardconsidered, among other factors, the following: • The TRG Board believes that an offer at 70p per share would not reflect the current value and future prospects of the Company and accordingly would not be in the best interests of TRG shareholders when taken as a whole. • On Admission to AIM in August 2005, the Company already had a 48.2% shareholder in the form of Mr Jean-Raymond Boulle (whose shareholding was later announced as having been transferred to Leopard), so that exchanging one large shareholder for another should not be detrimental to other shareholders' interests. • At the request of the TRG Board, Ospraie has provided written confirmation that (i) it recognises the independence of TRG's management and the TRG Board and the TRG Board's duty to act in the best interests of all TRG shareholders; (ii) it does not expect its increased shareholding to have any effect on the operations of the Company and (iii) if it were to increase its shareholding in TRG above 49% of TRG's issued share capital, it would extend a general offer, on the basis set out in Article 56A of TRG's Articles of Association. • Ospraie and the Board of TRG have confirmed that they will ensure that any dealings between TRG and Ospraie are conducted on a fully arm's-length basis. • With the commissioning of the dredges D2 and D3 on schedule, the Board believes the Company is well positioned to consolidate its position as one of the world's major natural rutile suppliers and that Ospraie's presence as a shareholder will be a positive factor in that process. Information about Ospraie Ospraie, founded in 2000 by Dwight Anderson, is a New York based investmentmanagement firm focused on basic industries, natural resources and commoditiesinvesting on a global basis. Ospraie currently manages approximately US$6billion and actively invests with a fundamentally driven, long-term perspectivein public and private equity and debt securities, and commodities. Ospraiecurrently holds publicly reportable ownership positions in multiple companies invarious industries, including mining. -End- For further information: Len Comerford / Walter KansteinerTitanium Resources Group Ltd Telephone: +44 20 7321 0000 Michael Oke / Andy MillsAura Financial Telephone: +44 20 7321 0000 Nominated Adviser: David Nabarro/John WilkesNabarro Wells & Co. Limited Telephone: +44 20 7710 7400 This information is provided by RNS The company news service from the London Stock Exchange