TIDMSRX
RNS Number : 4759N
Sierra Rutile Limited
26 October 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 Wednesday, 26 October 2016
Merger Update
In relation to the statutory merger between Sierra Rutile
Limited ("SRL") and Iluka Investments (BVI) Limited ("Iluka Newco")
under section 170 of the BVI Business Companies Act ("Merger"), the
boards of SRL and Iluka Resources Limited ("Iluka") are pleased to
provide the following update on the progress of the
transaction.
German Antitrust Proceedings
As noted in their respective announcements of 15 September 2016,
each of Iluka and SRL advised the other that, without prejudice to
their rights under the MIA, they intended to continue to discuss
for a period of 30 business days as to how to proceed in respect of
the Phase II Proceedings and, in particular, the respective rights
and obligations of the parties during the Phase II Proceedings.
Since 15 September 2016, both SRL and Iluka have been working
together to assist the German Antitrust Authority with its review
of the Merger during the Phase II Proceedings. The 30 business day
period is due to expire at 5.00 pm (London time) on 26 October
2016, however each of Iluka and SRL have advised the other that
they intend to continue discussions as to how to proceed in respect
of the Phase II Proceedings for a period that will now end on 4
November 2016. Each of Iluka and SRL have confirmed to the other
that they do not presently intend to exercise their respective
rights to terminate the MIA in connection with the Phase II
Proceedings, but reserve their right to do so at any time during
that period.
SRL and Iluka will provide a further update on the outcome of
the Phase II Proceedings in due course.
CGT
Further to the announcement of 15 September 2016, SRL has
continued to engage with the Government of Sierra Leone ("GoSL") in
relation to capital gains tax payable in Sierra Leone by SRL
Shareholders in connection with the Merger ("CGT"). SRL and Iluka
are pleased to confirm that an agreement has been concluded with
the GoSL regarding CGT. Pala Investments, the majority shareholder
of SRL, has agreed to pay an amount in respect of capital gains
tax, which the GoSL has assessed under the laws of Sierra Leone as
payable, conditional upon the Merger becoming unconditional. The
GoSL has confirmed that no other amounts will be payable by Iluka,
SRL or any other SRL Shareholder in respect of capital gains tax or
other taxes payable under the laws of Sierra Leone in connection
with the Merger.
Subject to the Merger completing, there is no change to the
Merger Consideration of 36 pence in cash for each SRL Share
(including each Share represented by a Depositary Interest).
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 Financial Adviser, Nominated 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
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 and holders of Depositary
Interests 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, holders of
Depositary Interests, 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.
Numis Securities Limited (trading as "Numis"), which is
authorised in the United Kingdom under the Financial Services and
Markets Act 2000 (as amended) and which is regulated by the
Financial Conduct Authority, 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 Numis, 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 and holders of Depositary Interests
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 is
incorporated under the laws of Australia and Newco is incorporated
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 and holders of Depositary Interests 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' or holders of Depositary
Interests' queries in relation to SRL, Iluka, Newco or the
Acquisition. However, the SRL Board has, and intends to continue
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 Newco
that it does not intend to require announcements to be made by
Shareholders pursuant to Rule 8 of the Code (disclosure of dealings
and positions). 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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