TIDMSRX
RNS Number : 6030G
Sierra Rutile Limited
09 August 2016
DIS Statement regarding the disposal of a company or assets
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from the United States or
from any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such
jurisdiction.
FOR IMMEDIATE RELEASE 9 August 2016
Recommended proposal for the GBP215 million merger
of
Sierra Rutile Limited
with
Iluka Investments (BVI) Limited
Despatch of Notice of General Meeting of Shareholders to vote on
Recommended Offer from Iluka Investments (BVI) Limited
On 1 August 2016, the boards of Sierra Rutile Limited ("SRL")
and Iluka Resources Limited ("Iluka") announced (the
"Announcement") a recommended cash offer (the "Acquisition") to be
made by Iluka for the entire issued and to be issued share capital
of SRL. The Acquisition will be implemented by merging SRL with
Iluka Investments (BVI) Limited ("Iluka Newco"), a wholly-owned BVI
incorporated subsidiary of Iluka International (West Africa) Pty
Ltd., which is an entity within the Iluka Group. The Acquisition
will be implemented by means of a statutory merger between SRL and
Iluka Newco under section 170 of the BVI Business Companies Act
(the "Merger").
The boards of SRL and Iluka are pleased to announce that a
shareholder circular containing a notice of general meeting to
consider and vote on the Merger (the "General Meeting"),
information relating to the proposed Merger and details of the
General Meeting will be despatched to SRL shareholders today, 9
August 2016 (the "Circular"). The General Meeting in relation to
the Merger will be held on 1 September 2016 at 3 pm (London time)
at the offices of Herbert Smith Freehills LLP, Exchange House,
Primrose Street, London, EC2A 2EG.
As further described in the Circular, the Merger is conditional
upon the approval of SRL's shareholders at the General Meeting.
Subject to the approval of the Merger by SRL shareholders and
timely satisfaction or waiver of the other conditions set out in
the Merger Implementation Agreement, as described in Appendix I of
the Announcement (including securing the required regulatory
approval from the German Antitrust Authority, or all applicable
waiting periods with respect thereto having expired or been
terminated, and no material adverse changes nor certain prescribed
events (as set out in the Merger Implementation Agreement and
further described in the Circular) having occurred), the
Acquisition is expected to become effective on or around 9
September 2016. The expected timetable of principal events is set
out in the Appendix to this announcement.
De-listing
If the Merger is approved by SRL Shareholders at the General
Meeting, SRL intends to seek to cancel the admission of SRL Shares
to trading on AIM ("Cancellation") on, or immediately following,
the date on which the Merger becomes Effective, without seeking the
separate approval of SRL Shareholders under AIM Rule 41.
In accordance with AIM Rule 41, SRL hereby gives notice of the
intended Cancellation which, subject to the Merger being approved
by Shareholders, will take place at least 5 business days after the
General Meeting and no earlier than 7.00 a.m. on 9 September 2016.
SRL will announce further details of the Cancellation timetable in
due course.
Upon the Merger becoming effective, all SRL Shares will be
cancelled and any share certificates in respect of the Depositary
Interests will cease to be valid and the Depositary Interests held
in CREST will be cancelled.
If the Merger is not approved or the other Conditions are not
satisfied or waived, the Merger will not become Effective and
Shareholders will not receive any payment for SRL Shares pursuant
to the Merger. Instead, the SRL Shares will continue to be admitted
to trading on AIM, provided that SRL continues to meet the rules
and requirements of AIM.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular.
Enquiries:
Person making this notification:
SRL Limited
John Nagulendran
Company Secretary +44 (0)20 7074 1800
Investec Bank plc Nominated Adviser, Financial Adviser and Joint
Corporate Broker
Chris Sim +44 (0)20 7597 4000
Jeremy Ellis
George Price
Jonathan Wynn
RBC Capital Markets Financial Adviser and Joint Corporate
Broker
Richard Horrocks-Taylor +44 (0)20 7653 4000
Jonathan Hardy
Paul Betts
Numis Securities Limited Joint Corporate Broker
John Prior +44 (0)20 7260 1000
Iluka Resources Limited
Dr Robert Porter
General Manager, Investor Relations and Corporate Affairs +61
(0)3 9255 5008
Goldman Sachs Australia Pty Ltd Financial Adviser to Iluka
Richard Phillips +61 (0)3 9679 1111
Peter Watson +61 (0)8 9218 1000
Herbert Smith Freehills is retained as legal advisers to
SRL.
Ogier is retained as BVI legal advisers to SRL.
Ashurst is retained as legal advisers to Iluka.
Conyers Dill & Pearman is retained as BVI legal advisers to
Iluka.
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of SRL in any jurisdiction in contravention
of applicable law.
Any vote in respect of the Acquisition should only be made on
the basis of the information contained in the Circular, which will
contain the full terms and conditions of the Acquisition (including
details of how to vote). SRL Shareholders are advised to read the
formal documentation in relation to the Acquisition carefully.
Please be aware that addresses, electronic addresses and certain
other information provided by SRL Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from SRL may be provided to Iluka
during the period until implementation of the Merger.
Investec Bank plc ("Investec"), which is authorised by
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and Prudential Regulation Authority in the United
Kingdom, is acting for SRL and no-one else in connection with the
Acquisition and will not be responsible to anyone other than SRL
for providing the protections afforded to clients of Investec nor
for providing advice in relation to the Acquisition. Neither
Investec nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec
in connection with this announcement, any statement contained
herein or otherwise.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the Prudential Regulation Authority and regulated by
the FCA and the Prudential Regulation Authority in the United
Kingdom, is acting for SRL and no one else in connection with the
Acquisition and will not be responsible to anyone other than SRL
for providing the protections afforded to clients of RBC Capital
Markets, or for providing advice in connection with the
Acquisition.
Goldman Sachs Australia Pty Ltd ("Goldman Sachs") is acting for
Iluka and no-one else in connection with the Acquisition and will
not be responsible to anyone other than Iluka for providing the
protections afforded to clients of Goldman Sachs nor for providing
advice in relation to the Acquisition. Neither Goldman Sachs nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Goldman Sachs in connection
with this announcement, any statement contained herein or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about and observe any applicable
restrictions. SRL Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with the AIM Rules and the relevant procedural
requirements of the articles of association of SRL and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom and the
British Virgin Islands.
Additional information for US investors in SRL
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
Shareholders and holders of Depositary Interests in the United
States should note that the Acquisition relates to the shares of a
BVI company and is proposed to be made by means of a merger
provided for under, and governed by, BVI law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended (the "US Exchange Act"), will
apply to the Merger. Moreover the Merger will be subject to the
disclosure requirements, rules and practices applicable in the BVI
to statutory mergers, which differ from the disclosure requirements
of the US proxy solicitation rules and tender offer rules.
Financial information included in this Circular has been or will be
prepared in accordance with International Financial Reporting
Standards adopted for use by the European Union and may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
SRL is incorporated under the laws of the BVI, Iluka under the
laws of Australia and Newco under the laws of the BVI. The vast
majority of the officers and directors of SRL and Iluka are
residents of countries other than the United States. It may not be
possible to sue SRL, Iluka, Newco or their respective officers or
directors in a non-US court for violations of US securities laws.
It may be difficult to compel SRL, Iluka or Newco or their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
The Acquisition is expected to be made in accordance with, and
in reliance on, certain applicable laws of the United States,
including section 14(e) of the US Exchange Act and Regulation 14E
thereunder, as exempted thereunder by Rule 14d-1(c). The
Acquisition is not expected to be subject to the requirements of
Regulation 14D of the US Exchange Act and as such, is not expected
to be submitted to, nor reviewed by, the US Securities and Exchange
Commission.
To the extent permitted by applicable law, and to the extent
permitted by normal UK practice and Rule 14e-5 under the US
Exchange Act, Iluka or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, SRL Shares outside of the United States,
other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase are made they will be
made outside the United States and will comply with applicable law,
including the US Exchange Act.
Forward-looking statements
This announcement may contain certain forward-looking
statements, including statements regarding Iluka, Iluka Newco and
SRL's plans, objectives and expected performance. Such statements
relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements, including among others, the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the mining industry;
fluctuations in exchange controls; changes in government policy and
taxations; industrial disputes; and war and terrorism. These
forward-looking statements speak only as at the date of this
announcement.
Application of the Code
SRL is a company incorporated and registered in the BVI and, as
such, is not subject to the jurisdiction of the UK Takeover Panel
or the Code.
Shareholders are reminded that SRL's articles of association
require certain offers to be made on terms that would be required
by the Code, save to the extent that the SRL Board otherwise
determines. The Panel on Takeovers and Mergers does not, however,
have responsibility for ensuring compliance with the Code in
respect of the Acquisition and is not able to answer shareholders'
queries in relation to SRL, Iluka, Iluka Newco or the Acquisition.
However, the SRL Board intends to take into account guidance issued
by the Panel on Takeovers and Mergers in connection with the
exercise of its discretion.
In particular, the SRL Board has confirmed to Iluka and Iluka
Newco that it does not intend to require announcements pursuant to
Rule 8 of the Code containing details of interests or short
positions in, or rights to subscribe for, any relevant securities
of a party to an offer and announcements pursuant to Rule 8 of the
Code containing details of dealings in interests in relevant
securities of a party to an offer (as referred to in the Code) to
be made by shareholders in accordance with Rule 8 of the Code.
Shareholders are reminded that public disclosures consistent with
the provision of Rule 8.3 of the Code should not be e-mailed to the
Panel on Takeovers and Mergers.
Publication of this announcement
A copy of this announcement will be available, subject to
restrictions relating to persons resident in certain restricted
jurisdictions on http://www.sierra-rutile.com.
The contents of SRL's website are not incorporated into and do
not form part of this announcement.
TIMETABLE OF PRINCIPAL EVENTS
All references in this document to times are to London time
unless otherwise stated.
Event Time/date
Latest time for the form of 3pm on 26 August
instruction from the Depositary 2016
Interest holders to arrive
with the Depositary
Latest time for Depositary 3pm on 26 August
Interest holders to provide 2016
voting instructions via the
CREST system for the General
Meeting
Latest time for Forms of Proxy 3pm on 30 August
to arrive with the SRL's registrar 2016 (SRL's Articles
for the General Meeting of Association state
that the form of
proxy must arrive
at least 48 hours
prior to the General
Meeting)
Voting Record Time for General 6pm on 31 August
Meeting 2016 (the Business
Day preceding the
General Meeting)
General Meeting 3pm on 1 September
2016
Cut-off time for the exercise Three hours prior
of Options to the Merger Record
Time
Merger Record Time (which is 6pm on 8 September
the latest time for dealings 2016 (Business day
in, and registrations of, transfers preceding Closing
of and disablement in CREST Date)
of SRL Shares and Depositary
Interests)
Closing Date* (which is the 9 September 2016
date of filing of the Articles (See assumptions
of Merger and the Plan of Merger below)
with the Registrar of Corporate
Affairs)
Date of the Cancellation of 9 September 2016
the admission of SRL's AIM (At least 20 clear
securities business days after
the notification
to the RIS is given
and at least 5 clear
business days after
the General Meeting)
* The Closing Date is currently expected to be
on or around 9 September 2016, however the exact
date will be determined by reference to the date
of satisfaction (or, where applicable, waiver)
of the Conditions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISDBGDIUUGBGLI
(END) Dow Jones Newswires
August 09, 2016 02:01 ET (06:01 GMT)
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