METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTX
ISIN: ZAE000022745
("Metorex" or "the Company")
ANNOUNCEMENT REGARDING:
* A R3 BILLION CAPITAL AND DEBT RESTRUCTURING PROGRAMME;
* A SPECIFIC ISSUE OF SHARES FOR CASH;
* DECLARATION DATA IN TERMS OF A RENOUNCEABLE CLAW BACK OFFER;
* NOTICE OF GENERAL MEETING; AND
* FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Metorex's liquidity position has been adversely affected by a number of factors
that were exacerbated by the recent decline in metal prices.
These factors include, inter alia:
* delays experienced in the commissioning and production ramp-up of the
Ruashi Copper Project undertaken by Metorex and its affiliates in the
Democratic Republic of the Congo ("the Ruashi Project");
* additional capital expenditure overruns on the Ruashi Project;
* further funding requirements arising from Metorex's controlling interest in
Copper Resources Corporation ("CRC"); and
* the requirement to reinvest the copper hedge book profits from the Ruashi
Project into the project finance facility pertaining to the Ruashi Project
in order to maintain sound funding principles in the light of recent metal
price volatility and weakness.
At the end of October 2008, the Metorex group of companies ("Metorex Group")
had long-term and medium-term debt commitments totalling approximately R2.392
billion ("Metorex Group Debt"), comprising the following:
* R1.965 billion in respect of The Standard Bank of South Africa Limited
("Standard Bank"), Export Credit Insurance Corporation Limited and other
lenders' project finance facility pertaining to the Ruashi Project ("the
Ruashi Debt");
* R386 million in respect of the Chibuluma mining operation ("Chibuluma
Debt"); and
* R41 million in respect of other Metorex Group operations ("Other Metorex
Debt").
The repayment periods of the Metorex Group Debt vary from 42 months to 60
months and the debt is mainly US Dollar denominated.
The recent weakening of the exchange rate further increased Metorex's debt
exposure (expressed in South African Rands).
The board of directors of Metorex ("the Board") appointed Barnard Jacobs Mellet
Corporate Finance (Proprietary) Limited ("BJM") to assist the Company in
co-ordinating a suitable debt and capital restructuring programme to address
the Company's immediate liquidity requirements and to ensure that Metorex is
adequately capitalised over the medium term ("the Capital and Debt
Restructuring Programme").
This announcement sets out the results and terms and conditions pertaining to
the Capital and Debt Restructuring Programme.
2. THE CAPITAL AND DEBT RESTRUCTURING PROGRAMME
BJM is authorised to announce that Metorex has entered into various agreements
that, subject to the fulfilment of the conditions detailed in this
announcement, will result in a R3 billion Capital and Debt Restructuring
Programme, the salient features of which are:
* a fresh equity capital injection of R744 million ("the Capital Raising");
* a bridging finance facility of R300 million ("the Bridging Finance
Facility");
* a term loan facility (which converts from the Bridging Finance Facility)
being an amount after the set-off as described in paragraph 7 below ("the
Term Loan Facility");
* a restructuring of the approximately R2 billion Ruashi Debt, as well as the
accompanying repayment terms with Standard Bank ("the Ruashi Debt
Restructuring Agreement"); and
* a waiver by Standard Bank of certain of its rights in terms of the
agreements pertaining to the Ruashi Debt in order to allow the successful
implementation of the Capital Raising and the above mentioned other
agreements ("the Waiver"),
(collectively referring to the Bridging Finance Facility, the Term Loan
Facility, the Ruashi Debt Restructuring Agreement and the Waiver hereinafter as
"the Banking Agreements").
3. PURPOSE AND APPLICATION OF THE CAPITAL AND DEBT RESTRUCTURING PROGRAMME
3.1. Funding required for the Ruashi Project
Metorex requires additional capital for the completion of commissioning and the
ramp-up to full production of the Ruashi Project. The additional funding
requirement arose principally as a result of the following:
* increases in the scope and extent of the Ruashi Project from the original
feasibility study (which study was completed in 2006);
* commissioning delays, resulting in the loss of anticipated revenue and cash
flow from the project;
* delays in the completion of the cobalt circuit;
* inflation-related capital cost escalations during the construction and
commissioning phases, particularly in relation to stainless steel, cement
and diesel prices; and
* further capital and social investment cost overruns.
Metorex estimates that it requires approximately R700 million of additional
funding to ensure completion and ramp-up to full production of the Ruashi
Project. The Capital Raising and, preceding full implementation thereof, the
Bridging Financing Facility, will be applied principally towards the funding
requirements relating to the Ruashi Project.
In view of:
* the existing level of Ruashi Debt;
* the existing level of Metorex Group Debt; and
* the current global economic climate (including metal price volatility),
the Board agreed that new equity capital was required to capitalise Metorex
appropriately in the medium-term, thus necessitating the Capital Raising.
Standard Bank agreed to provide the Bridging Finance Facility (as more fully
set out in paragraph 7 below) to allow Metorex to implement the Capital Raising
exercise.
3.2. Other funding requirements
Metorex is acutely aware of the recent volatility and weakness in metal prices
and the potential funding implication thereof on its other operations. At
present, Metorex's principal non-copper key operations (notably, Vergenoeg
Mining Company (Proprietary) Limited and Barberton Mines (Proprietary) Limited,
the latter operated by Metorex's subsidiary, Pan African Resources PLC) are
operating in line with expectations and are generating significant cash flows.
Notwithstanding the above, Metorex considered it prudent to raise sufficient
capital to withstand further metal price weakness and other market forces that
could impact the Metorex Group's cash flow position in the foreseeable future.
3.3. Triggering the Banking Agreements
The Capital Raising and the Banking Agreements are inter-conditional.
As such, Metorex requires the implementation of the agreements pertaining to
the Capital Raising to ensure access to the additional lending facilities and
ancillary benefits to be derived from the Banking Agreements.
3.4 The Ruashi Debt Restructuring Agreement
The repayment terms pertaining to the Ruashi Debt have been restructured in
order to allow Metorex and its affiliates in the Ruashi Project the opportunity
to complete commissioning and ramp-up to full production in an orderly fashion.
To this end, the first capital repayment date on the Ruashi Debt has been
extended from 30 June 2009 to 31 December 2009 and the remainder of capital and
interest repayments have been extended by a similar time frame.
The other terms and conditions pertaining to the Ruashi Debt have remained
materially unchanged, save for Metorex agreeing to provide further security to
Standard Bank, full details of which will be set out in the circular to
shareholders pertaining to the proposed specific issue for cash, referred to in
paragraph 13 below.
3.5 The Waiver
In terms of the Waiver, Standard Bank and other lending parties to the Ruashi
Debt Restructuring Agreement have agreed to waive, subject to specified
conditions, certain rights and conditions pertaining to the existing agreements
governing the Ruashi Debt. The purpose of the Waiver is, inter alia, to allow:
* Metorex to raise further medium-term funding (as provided for in the
Bridging Finance Facility and the resultant Term Loan Facility);
* implementation of the Ruashi Debt Restructuring Agreement; and
* implementation of the Capital Raising.
4. IMPLEMENTATION OF THE CAPITAL AND DEBT RESTRUCTURING PROGRAMME
At the date of this announcement, Metorex has 500 000 000 authorised shares, of
which 370 538 403 shares are in issue ("Issued Shares"), resulting in 129 461
597 shares being authorised but unissued ("Unissued Shares").
In order to access the funding provided by the Bridging Finance Facility and to
fulfil a condition precedent to the other agreements constituting the Banking
Agreements, Metorex agreed to place the full Unissued Shares ("Claw Back
Shares") with certain parties. This part of the Capital Raising is dealt with
more fully in paragraph 6 below.
Furthermore, in order to provide certainty to Metorex's lenders in terms of the
conditions precedent to the Banking Agreements, Metorex undertook and forthwith
placed a further 242 538 403 shares with the same parties, as well as with
Standard Bank, however this constitutes a conditional subscription for shares
subject to, inter alia, an increase in Metorex's authorised share capital. This
element of the Capital Raising is dealt with more fully in paragraph 5 below.
5. TERMS OF THE SPECIFIC ISSUE
At a general meeting of shareholders, details of which are set out in paragraph
10 below ("the General Meeting"), authorisation will be sought for Metorex to
create a further 1 000 000 000 ordinary shares and issue 242 538 403 shares at
an issue price of 200 cents per share ("the Issue Price"), resulting in a total
cash consideration of R485 076 806 to be received from various parties before
expenses ("the Specific Issue").
The Issue Price was determined by the Board after a book-building exercise by
BJM amongst selected institutions ("the Book-Build"). The Book-Build
simultaneously dealt with the allocation and issue price of the Claw Back
Offer, as more fully set out in paragraph 6 below.
The Issue Price represents a discount of 67% to the weighted average traded
price of Metorex shares for the 30 trading days ended on 20 November 2008,
being the day before the finalisation of the Book-Build. It represents a 48%
discount to the weighted average traded price of Metorex shares for the trading
day ended on 20 November 2008.
In order to effect the Specific Issue, Metorex is required to increase its
authorised share capital. The Board has recommended an increase in the
authorised share capital of the Company to 1 500 000 000 ordinary shares with a
par value of 10 cents each.
The Specific Issue is, inter alia, conditional upon certain of the suspensive
conditions as set out in paragraph 8(ii) below.
At the date of listing of these shares, all the issued shares (including the
new shares to be issued) will be of the same class and will rank pari passu in
all respects.
No application will be made to the Financial Services Authority ("FSA") for the
new shares to be admitted to the Official List in the United Kingdom and no
application will be made to the London Stock Exchange ("LSE") for the new
shares to be admitted to trading on the LSE's main market until the Company has
issued a prospectus to its shareholders.
The circular pertaining to the Specific Issue remains subject to JSE Limited
("JSE") approval.
6. TERMS OF THE CLAW BACK OFFER
Metorex will proceed with a claw back offer for a total of 129 461 597 Unissued
Shares ("the Claw Back Shares") offered to Metorex shareholders recorded in the
register as shareholders on Friday, 19 December 2008 ("the Record Date") in the
ratio of 34.94 shares for every 100 shares held at an issue price of 200 cents
per share ("the Claw Back Offer").
Fractional entitlements to Claw Back Shares arising from the Claw Back Offer
will be rounded down to the nearest whole number if they are less than 0.5 and
will be rounded up to the nearest whole number if they are equal to or greater
than 0.5. No excess applications will be allowed.
At the date of this announcement the Claw Back Offer is subject to, inter alia,
the Banking Agreements becoming unconditional.
The circular and letters of allocation pertaining to the Claw Back Offer
remains subject to JSE and the Companies and Intellectual Property Registration
Office ("CIPRO") approval.
7. TERMS OF THE BRIDGING FINANCE FACILITY
Standard Bank has agreed to provide Metorex with the Bridging Finance Facility
in terms of which a maximum amount of R300 million will be extended to Metorex.
The salient terms of the Bridging Finance Facility are as follows:
* an upfront facility fee, equal to 5.0% of the facility amount (being R300
million), payable out of the proceeds of the Claw Back Offer undertaken by
Metorex, shall be paid to Standard Bank within two days of Metorex or its
agent unconditionally receiving the cash proceeds from the Claw Back Offer;
* interest is payable quarterly in arrears at a rate equal to JIBAR
(Johannesburg Interbank Agreed Rate) plus 7.5% per annum (nominal annual
compounded monthly);
* a commitment fee of 3.75% per annum will be charged on any committed but
undrawn amount of the Bridging Finance Facility from the earlier of the
first business day after the date on which the suspensive and advance
conditions are met and/or waived by Standard Bank or the date on which
Standard Bank makes any advance to Metorex on account of the Bridging
Finance Facility, and will be payable quarterly in arrears;
* draw down on the facility occurs at Metorex's request and instance; and
* Metorex may effect early repayment and/or cancellation of the whole or any
portion of the undrawn amount of the facility by providing notice in
writing to Standard Bank of not less than ten business days, in respect of
which Metorex shall not be liable for any penalties or commitment or other
fees.
Subsequent to implementation of the Capital Raising, the outstanding balance on
the Bridging Finance Facility will convert into a Term Loan Facility, the
salient terms and conditions of which are similar to the Bridging Finance
Facility, save for the fact that no upfront or facility fee will be payable.
Once converted, the final repayment date of the balance of the Term Loan
Facility, subject to certain conditions, will be 30 November 2009.
The equity contribution from Standard Bank arising from its participation in
the Specific Issue (refer to paragraph 5 above, as well as paragraph 8 below)
shall be settled by means of set off against the outstanding balance of the
Bridging Finance Facility at the time of the Specific Issue. To the extent that
the outstanding balance of the Bridging Finance Facility is less than the
amount of Standard Bank's equity subscription, the balance of the subscription
will be settled in cash.
Standard Bank's equity contribution amounts to R122 million and, assuming the
full Bridging Finance Facility is drawn down at the time of the Specific Issue,
the Bridging Finance Facility will convert into a Term Loan Facility with a
facility amount of R178 million.
8. THE SUBSCRIBERS
The following entities have subscribed for the shares offered in terms of the
Capital Raising:
* Allan Gray Limited;
* Coronation Asset Management
(Proprietary) Limited;
* The Industrial Development
Corporation of South Africa
Limited;
* Minerales Y Productos
Derivados SA ("Minersa");
* The Public Investment
Corporation Limited;
* Beankin Investments
(Proprietary) Limited
("Beankin");
* Standard Bank; and
* Stanlib Asset Management
Limited,
(collectively referred to as "the Subscribers").
In terms of the subscription agreements entered into ("the Subscription
Agreements"), the Subscribers have irrevocably undertaken to subscribe for 242
538 403 shares in terms of the Specific Issue and 129 461 597 Claw Back Shares
at an issue price of 200 cents per share. Such subscriptions are on the basis
that the South African resident Metorex shareholders, recorded in the register
as such on the Record Date, be afforded the opportunity to subscribe for the
Claw Back Shares in terms of this announcement and the circular to be posted to
shareholders detailing the terms and conditions of the Claw Back Offer (refer
to paragraphs 11 and 12 below).
The salient features of the Subscription Agreements are detailed below:
i. Liquidity fee
In consideration for the Subscribers agreeing to subscribe for the Claw Back
Shares and paying the subscription price, Metorex shall pay to the Subscribers
a liquidity fee equal to 5% of the total value subscribed for in terms of the
Claw Back Offer.
ii. Suspensive conditions
The Subscription Agreements relating to the Specific Issue contain, inter alia,
the following suspensive conditions:
* the JSE agreeing to list the new shares issued in terms of the Specific
Issue;
* Metorex shareholders passing the special resolution authorising an increase
in the authorised share capital of Metorex and such resolution being duly
registered by CIPRO;
* approval of the Specific Issue by not less than a 75% majority of the votes
cast in favour of a general resolution by all Metorex shareholders, which
are not disqualified from doing so in terms of the Listings Requirements of
the JSE ("Listings Requirements");
* the Banking Agreements becoming unconditionally operative;
* the Subscribers entering into a subscription agreement with the Company in
respect of the Claw Back Offer and such agreement becoming unconditionally
operative; and
* Metorex entering into conditional subscription agreements which, together
with the subscription for all the Unissued Shares, constitutes a capital
raising of no less than R 700 million.
iii. Irrevocable undertakings
In terms of the Subscription Agreements, the Subscribers representing
approximately 40.3% of the Issued Shares have provided Metorex with irrevocable
undertakings stating that they will vote in favour of the resolutions
pertaining to the increase in authorised share capital and the Specific Issue.
iv. Related parties
Minersa and Beankin are classified as "related parties" in terms of the
Listings Requirements. Accordingly, the Board has appointed an independent
expert to provide a fairness opinion in accordance with the Listings
Requirements. Their opinion and the subsequent opinion of the Board will be
included in a circular to shareholders, the details of which are provided in
paragraph 12 below.
v. Ruling from the Securities Regulation Panel ("SRP") on Take-Overs and
Mergers ("the Code")
The SRP has issued a ruling to the effect that the Capital Raising does not
constitute an affected transaction, as defined in the Code.
9. FINANCIAL EFFECTS OF THE CAPITAL RAISING
The table below sets out the unaudited pro forma financial effects of the
Capital Raising and Term Loan Facility based on the Company's published
preliminary results for the year ended 30 June 2008 and are presented in a
manner consistent with the format and accounting policies adopted by Metorex.
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of the
Company's financial position after the Capital Raising. It has been assumed for
purposes of the pro forma financial effects that the Capital Raising took place
with effect from 30 June 2008 for balance sheet purposes and 1 July 2007 for
income statement purposes.
It has also been assumed that the Capital Raising will amount to R744 million
with the Specific Issue's cash consideration amounting to R485 076 806 and the
Claw Back Offer being subscribed for at a total amount of R258 923 194. The
Term Loan Facility has been assumed to be drawn down by R178 million at the
respective dates.
These pro forma financial effects are the responsibility of the directors of
Metorex and have not been reviewed by Metorex's auditors.
Before After Movement After Movement After Movement Total
the the Term the movement
Specific Loan Claw
Issue Facility Back
Offer
(cents) (cents) (%) (cents) (%) (cents) (%) (%)
Net asset 934.60 641.10 -31.4 638.60 -0.4 559.20 -12.4 -40.2
value per
share1
Net 871.40 603.00 -31.0 600.50 -0.4 527.70 -12.1 -39.4
tangible
asset
value per
share1
Earnings 159.40 93.90 -41.1 86.10 -8.3 70.60 -18.0 -55.7
per
share2
Diluted 156.50 92.90 -41.0 85.10 -8.4 69.90 -17.9 -55.3
earnings
per
share3
Headline 131.70 77.60 -41.1 69.70 -10.2 57.20 -17.9 -56.6
earnings
per
share4
Diluted 129.30 76.80 -41.0 69.00 -10.2 56.70 -17.8 -56.1
headline
earnings
per
share5
Weighted 347,797 590,335 70.0 590,335 0.0 719,797 21.9 107.0
average
number of
shares in
issue
(000)6
Weighted 354,447 596,985 68.4 596,985 0.0 726,447 21.7 105.0
average
diluted
number of
shares in
issue
(000)7
Number of 369,173 611,711 66.0 611,711 0.0 741,173 21.2 100.8
shares in
issue
(000)8
Notes:
1. Net asset value per share is computed by dividing total equity by the
number of shares in issue. Net tangible asset value per share is computed
by dividing total equity (excluding intangible assets) by the number of
shares in issue.
2. Earnings per share is computed by dividing net profit attributable to
equity holders of parent by the weighted average number of shares in issue.
3. The diluted earnings per share is computed by dividing net earnings
attributable to the equity holders of parent by the weighted average
diluted number of shares in issue.
4. Headline earnings removes items of a capital nature and earnings in respect
of discontinued operations from the calculation of earnings per share.
Headline earnings per share is computed by dividing headline earnings by
the weighted average number of shares in issue.
5. The diluted headline earnings per share is computed by dividing net
headline earnings attributable to the equity holders of parent by the
weighted average diluted number of shares in issue.
6. The weighted average number of Metorex shares in issue was 347.797 million
for the year ended 30 June 2008 and as a result of the issuance of 242.538
million and 129.462 million Metorex Shares in respect of the Specific Issue
and the Claw Back Offer, respectively, the weighted average number of
Metorex shares in issue for that period would have been 590.335 million and
719.797 million shares after the Specific Issue and Claw Back Offer,
respectively.
7. The weighted average diluted number of Metorex shares in issue for the year
ended 30 June 2008 does assume the effect of 6.65 million shares issuable
upon the exercise of the share incentive options.
8. The number of Metorex shares in issue as at 30 June 2008 was 369.173
million and, as a result of the issues of shares, the number of Metorex
shares in issue as at that date would have been 611.711 million and 741.173
million after the Specific Issue and Claw Back Offer, respectively.
9. Estimated issue and related issue expenses comprise the following:
Description Specific Issue Claw Back Offer
(R) (R)
Placement fees 12,126,920 6,473,080
Liquidity fee - 12,946,160
Legal fees 1,000,000 1,000,000
Other costs 593,000 438,000
Total 13,719,920 20,857,240
10. The following costs in respect of the Term Loan Facility were taken into
account:
Description Pro forma income statement Pro forma balance sheet
(R) (R)
Facility fee 15,000,000 15,000,000
Interest expense * 33,483,900 -
Total 48,483,900 15,000,000
* Assuming an amount of R 178 million is drawn down upon inception and remains
outstanding for the entire period.
11. The issue price per Metorex share was assumed to be R2.00 in respect of the
Claw Back Offer and the Specific Issue.
10. SALIENT DATES AND TIMES OF THE SPECIFIC ISSUE
Set out below are the proposed salient dates and times pertaining to the
Specific Issue:
Date
Circular posted to shareholders on Monday, 1 December 2008
Last day to lodge forms of proxy for the General Friday, 19 December 2008
Meeting by 10h00 on
General Meeting of shareholders to be held at The Tuesday, 23 December 2008
Kwacha Room, The Rosebank Hotel, Corner Tyrwhitt
and Sturdee Avenue, Rosebank 10h00 on
Results of General Meeting published on SENS on Tuesday, 23 December 2008
Results of General Meeting published in press on Wednesday, 24 December 2008
Notes:
1. All dates and times are South African dates and times unless otherwise
stated.
2. Holders of dematerialised shares are required to notify their CSDP or
broker of the action they wish to take in respect of the General Meeting in
the manner and by the time stipulated in the agreement governing the
relationship between the Metorex shareholder and his CSDP or broker,
although the directors recommend that such notification be given not less
than 5 (five) days prior to the General Meeting.
11. SALIENT DATES AND TIMES OF THE CLAW BACK OFFER
Set out below are the proposed salient dates and times pertaining to the Claw
Back Offer:
Date
Last day to trade in Metorex shares on the JSE in order Thursday, 11 December
to participate in the Claw Back Offer (cum rights) on 2008
Metorex shares trade ex Claw Back Offer rights on the Friday, 12 December
JSE on 2008
Listing and trading on the JSE of the renounceable Friday, 12 December
letters of allocation from the commencement of trade on 2008
Record date in order to be entitled as a Metorex Friday, 19 December
shareholder to participate in the Claw Back Offer 2008
Claw Back Offer opens at 09h00 and the circular Monday, 22 December
including form of instruction, where applicable, is 2008
posted to shareholders on
Dematerialised shareholders will have their accounts at Monday, 22 December
their CSDP or broker automatically credited with their 2008
renounceable letters of allocation. Certificated
shareholders will have letters of allocation credited
electronically to an account at Link Market Services
South Africa (Pty) Limited on
Last date to trade in the renounceable letters of Friday, 9 January 2009
allocation on the JSE in order to settle by Friday, 16
January 2009 on
Listing and trading on the JSE of Claw Back Shares Monday, 12 January
commences at 09h00 on 2009
Claw Back Offer closes at 12h00 and payment and forms of Friday, 16 January
instruction to be received by the transfer secretaries 2009
on (see notes 1 and 5)
Results of Claw Back Offer announcement released on SENS Monday, 19 January
on 2009
Expected date from which share certificates are mailed Monday, 19 January
in respect of certificated shareholders or accounts at 2009
the relevant CSDP or broker are updated with their new
shares and debited with the costs of the purchase in
respect of the dematerialised shareholders on
Announcement giving results of the Claw Back Offer Tuesday, 20 January
published in the press on 2009
Notes:
1. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the Claw Back Offer in the manner and
time stipulated in the agreement governing the relationship between the
shareholder and his CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between
Friday, 12 December 2008 and Friday, 19 December 2008, both days inclusive.
4. The CSDP / broker accounts of dematerialised shareholders will be
automatically credited with new Metorex shares to the extent to which they
have accepted the Claw Back Offer on Monday, 19 January 2009. Metorex share
certificates will be posted, by registered post at the shareholders' risk,
to certificated shareholders in respect of the Claw Back Offer shares which
have been accepted on or about Monday, 19 January 2009.
5. CSDPs or brokers effect payment in respect of dematerialised shareholders
on a delivery versus payment method.
12. INVESTORS OUTSIDE SOUTH AFRICA
The Claw Back Shares have not been and will not be registered for the purposes
of the Claw Back Offer under the securities laws of the United Kingdom, Canada,
United States of America or any other country except South Africa and
accordingly, except as stated below, are not being offered, sold, taken up,
re-sold or delivered directly or indirectly to shareholders with registered
addresses outside South Africa ("Non-Resident Shareholders").
Therefore, the circular detailing details of the Claw Back Offer will be sent
to them for information purposes only. In this regard, the approval of CIPRO in
terms of section 142(2) (a) of the Companies Act has been sought, to the effect
that Metorex is not obliged to extend the Claw Back Offer to shareholders who
are not resident in the Republic of South Africa. The rights attributable to
such rights Non-Resident Shareholders will, if a premium can be obtained over
the expenses of sale, be sold on the JSE, for the benefit of such Non-Resident
Shareholders as soon as practicable. However, if the net proceeds of sale in
relation to any such rights recipient are less than R5.00, they will be
retained for the benefit of Metorex.
No renounceable letters of allocation will be sent, therefore, to any
shareholder whose registered address is in the United Kingdom, Canada, the
United States or any other country except South Africa.
As at the date of listing of the Claw Back Shares, all the issued shares
(including the Claw Back Shares) will be of the same class and will rank pari
passu in all respects.
No application will be made to the FSA for the Claw Back Shares to be admitted
to the Official List in the United Kingdom and no application will be made to
LSE for the Claw Back Shares to be admitted to trading on the LSE's main market
until the Company has issued a prospectus to its shareholders.
This document is not a prospectus but comprises an advertisement for the
purposes of paragraph 3.3.2R of the United Kingdom prospectus rules made under
Part VI of the Financial Services and Markets Act 2000.
A prospectus will be published in due course, copies of which will, following
production, be available from the registered offices of Metorex and from the
offices of Beaumont Cornish Limited.
13. DETAILS OF CIRCULARS TO SHAREHOLDERS
A circular to shareholders containing details of the proposed increase in the
authorised share capital and the Specific Issue and a notice of the General
Meeting will be posted to shareholders on or about Monday, 1 December 2008.
A circular to shareholders containing details of the Claw Back Offer will be
posted to shareholders on or about Monday, 22 December 2008.
14. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 10 November 2008
and are advised that Metorex remains involved in negotiations which may have an
effect on the price of the Company's securities. Accordingly, shareholders are
advised to continue to exercise caution when dealing in the Company's shares
until a further announcement is made.
Johannesburg
27 November 2008
Corporate advisor, sole book-runner and lead sponsor on the JSE to Metorex
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Independent sponsor on the JSE to Metorex
Deloitte & Touche Sponsor Services (Pty) Limited
South African legal advisor to Metorex
Bowman Gilfillan Incorporated
South African legal advisor to Barnard Jacobs Mellet Corporate Finance (Pty)
Ltd
Cliffe Dekker Hofmeyr Inc.
United Kingdom legal advisor to Barnard Jacobs Mellet Corporate Finance (Pty)
Ltd
DLA Piper UK LLP
United Kingdom legal advisors to Metorex
Maclay Murray & Spens LLP
Investment Bank to Standard Bank and Bankers to Metorex
Standard Bank
South African legal advisor to the Standard Bank of South Africa Limited
Deneys Reitz Inc.
English Law legal advisors to the Standard Bank of South Africa Limited
Africa Legal
END
METOREX LD: Statement re capital & debt restructuring programme
© 2008 PR Newswire
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Risiken und Chancen des Wertpapiers. Sie sind im Begriff, ein Produkt zu erwerben, das nicht einfach ist und schwer zu
verstehen sein kann.
