Result of court meeting and general meeting
posted on
Oct 07, 2009 01:16PM
Producing high quality PGMs and base metals in Australis and South Africa
Braemore Resources plc (AIM:BRR / JSE:BRE) announces that at the meeting convened by the High Court of Justice in England and Wales (the "Court") held earlier today, 7 October 2009 (the "Court Meeting"), and at the subsequent General Meeting (the "General Meeting") to approve the scheme of arrangement (the "Scheme") required to implement the acquisition by Jubilee Platinum plc of the entire issued and to be issued share capital of Braemore (the "Proposal"), all of the resolutions received the necessary majority votes and were accordingly approved.
Any capitalised term used but not defined in this announcement is as defined in the shareholder circular relating to the Scheme dated 14 September 2009 (the "Scheme Document").
The voting results in relation to the Court Meeting and the General meeting are summarised below:
Number of Braemore Shareholders: FOR: 129 (94.85%), AGAINST: 7 (5.15%)
Representing the following number of shares voted: FOR: 396,259,816 (99.89%), AGAINST: 438,830 (0.11%)
Representing the following percentage of Scheme Shares: FOR: 50.20%, AGAINST: 0.06%
The special resolution to give effect to the Scheme was passed unanimously on a show of hands at the General Meeting.
The Court hearing to approve the Reduction of Capital and sanction the Scheme is expected to take place on 29 October 2009, as set out in the Scheme Document. The cancellation of admission of Braemore Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that this will take effect at 07.00 on 2 November 2009. The last day to trade in Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE.
Notwithstanding the above, the Proposal remains subject to the terms and conditions set out in the Scheme Document. The Scheme will not become effective and the Proposal will not be completed unless the conditions set out in the Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 31 December 2009, or such later date as Jubilee and Braemore may agree and (if required) the Court may approve.
A further announcement will be made in due course confirming the final dates.
7 October 2009
Corporate adviser | Qinisele Resources (Pty) Limited |
Sponsor | Sasfin Capital (A division of Sasfin Bank Limited |
Nominated adviser | WH Ireland Limited |
Independent adviser | Venmyn Rand (Pty) Limited |
Legal adviser in the UK | Watson, Farley & Williams LLP |
Legal adviser in South Africa | Eversheds |
Reporting accountants | Moore Stephens MWM Inc |
Auditors | BDO Stoy Haywood LLP |