Circular re General Meeting

RNS Number : 0487N

Copper Resources Corporation

10 February 2009

 



For immediate release                       10 February 2009

Stock Exchange Announcement

This announcement is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction. It is not for release, publication or distribution directly or indirectly in whole or in part in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which such Offer for Subscription is unlawful. 

Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in a circular which was dispatched yesterday by the Company to shareholders of CRC including holders of depositary interests in respect of shares ("Shareholders") in connection with a proposed Offer for Subscription and an intention to cancel admission of the Common Shares to trading on AIM ("Circular"). 

Copies of the Circular will be available from the Company's registered office and on its website. 

Defined terms used in this announcement have the meaning as set out in the Circular.

 COPPER RESOURCES CORPORATION

("CRC" or "the Company")

Offer for Subscription for up to 490,216,877 new Common Shares 

at 7 pence per Common Share

Cancellation of the admission of Common Shares to trading on AIM

Appointment of Charles Needham as Chairman of the Company

Change of Financial Year End

Notice of General Meeting

The Company is pleased to announce that it has launched an Offer for Subscription, under which it proposes to raise up to US$25 million (before expenses) primarily to provide working capital for the Company and to convert a loan from Metorex of approximately US$25 million. 

Highlights:

• The Offer for Subscription is being made to enable all existing shareholders to participate only on a pro rata basis with 57 Subscription Shares being offered for every 10 Common Shares held by Shareholders as at the Record Date of 4 February 2009 ("Qualifying Shareholders").

• Subscription Price of 7 pence per Subscription Share.

• Metorex has elected to participate in the Offer for Subscription on a pro-rata basis through the conversion of approximately US$25 million of its loan to CRC which stood at US$29.5 million as at 31 January 2009 (including interest).

• If no other Shareholders participate in the Offer for Subscription, the conversion of the Metorex Loan will result in Metorex holding approximately 87% of the enlarged issued share capital.  The Offer for Subscription is not being underwritten.

• Assuming the Offer for Subscription is fully subscribed, the net proceeds will substantially be used to provide working capital to CRC and its subsidiaries (together "the Group") for approximately 12 months and for the repayment of the outstanding amount of the Metorex Loan which Metorex has not elected to convert pursuant to the Offer for Subscription, of approximately US$4.5 million as at 31 January 2009, together with any subsequent amounts drawn down and accrued interest thereon.  

• The Subscription Price represents a 27.8% discount to the prevailing weighted average price of approximately 9.7 pence per Common Share for the 30 days to 6 February 2009, and a discount of 6.7% to the mid closing price of 7.5 pence per Common Share on 6 February 2009. 

• A General Meeting has been convened for 24 February 2009 in South Africa, at which Shareholders who are entitled to vote will be asked to consider and, if thought fit, approve a resolution in order to enable the Company to cancel the admission of the Common Shares to trading on AIM.   If Shareholders approve the resolution to cancel admission of the Common Shares to trading on AIM, such cancellation will be effected prior to the allotment and issue of Subscription Shares. 

In addition, the Board has appointed Charles Needham as chairman of the Company.

This summary should be read in conjunction with the detailed announcement following below.  

For more information on CRC, please visit http://www.copperresources.com/

Enquiries:

Copper Resources Corporation	Ambrian Partners Limited	GTH Communications
Charles Needham Chairman	Richard Brown Harry Stockdale	Toby Hall
+ 27 11  880 3155	+44 (0) 20 7 634 4700	+44 (0) 20 7153 8035

The Company and the directors of the Company ("Directors") accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

A Circular to Shareholders containing both the Notice of General Meeting and further details relating to the Offer for Subscription was dispatched yesterday.

This announcement is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction. It is not for release, publication or distribution directly or indirectly in whole or in part in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which such Offer for Subscription is unlawful.  Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Circular which was dispatched to Shareholders yesterday in connection with a proposed Offer for Subscription and an intention to cancel admission of the Common Shares to trading on AIM. 

The shares to be issued pursuant to the Offer for Subscription ("Subscription Shares") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), nor under the securities legislation of any state of the United States, Australia, Canada or Japan. Accordingly, subject to certain exceptions, the Subscription Shares may not, directly or indirectly, be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to or for the account or benefit of any national, resident or citizen of Australia, Canada or Japan or any person located in the United States. Neither the Circular nor the application form constitutes an offer, nor the solicitation of an offer, to subscribe or buy any of the Subscription Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction and neither the Circular nor the application form nor any copy of either of them may be sent or taken into the United States, Australia, Canada or Japan nor may either of them be distributed to any US Person (as defined in Regulation S of the Securities Act of 1933 of the United States of America) or a person in, or resident of Australia, Canada or Japan.

Any person applying for Subscription Shares on the application form ("Application Form") enclosed with the Circular will be agreeing with the Company and Computershare in the terms set out in the Circular. By completing and delivering such Application Form each Shareholder confirms that, in making an application, no reliance is being placed on any information or representation in relation to the Group other than such as may be contained in the Circular and agrees that none of the Company, Ambrian or Computershare or any of their respective officers, agents or employees or any person acting on behalf of them or any person responsible solely or jointly for the Circular, or any part of it, shall have any liability for any such information or representation (excluding any fraudulent representation).

Ambrian Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority (the "FSA"), is acting as nominated adviser to the Company. The responsibilities of Ambrian Partners Limited as the Company's nominated adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director, Shareholder or any other person in respect of his decision to acquire shares in the Company in reliance on any part of the Circular, this announcement or otherwise.  Ambrian Partners Limited is not making any representation or warranty, express or implied, as to the contents of the Circular or this announcement. Ambrian Partners Limited will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of the Circular or this announcement in respect of the Offer for Subscription or any acquisition of shares in the Company.

Offer for Subscription for up to 490,216,877 new Common Shares 

at 7 pence per Common Share

Cancellation of the admission of Common Shares to trading on AIM

Change of Financial Year End

Notice of General Meeting

Introduction

On 6 February 2009, the Board announced its intention to pursue an equity capital raising that would be available for participation by all existing shareholders.

Up to 490,216,877 Subscription Shares are now being offered by the Company to Qualifying Shareholders pro rata to their existing holdings of Common Shares. Qualifying Shareholders can subscribe for Subscription Shares at a price of 7 pence per Subscription Share on the following basis:

57 Subscription Shares for every 10 Common Shares

held by them as at the Record Date.

The Company is seeking to raise equity of up to approximately US$50 million (based on the Exchange Rate) by offering the Subscription Shares to Qualifying Shareholders at the Subscription Price, being holders of Common Shares or DIs in respect of Common Shares on the register at close of business on 4 February 2009.

Under the Offer for Subscription, approximately US$25 million of the Subscription will be satisfied by the conversion of a portion of the Metorex Loan, and remaining Qualifying Shareholders are invited to subscribe for up to a further US$25 million in cash pro rata to their existing holdings of Common Shares. The Offer for Subscription is not being underwritten.

Assuming the Offer for Subscription is subscribed in full, the net proceeds will substantially be used to provide working capital to the Group for approximately 12 months and for the repayment of the outstanding amount of the Metorex Loan which Metorex has not elected to convert pursuant to the Offer for Subscription of approximately US$4.5 million (as at 31 January 2009) together with any subsequent amounts drawn down and accrued interest thereon. With respect to its longer term capital needs, the Company has commenced discussions to secure long term and project-specific finance to develop the Company and its projects. If no other Shareholders participate in the Offer for Subscription, the conversion of the Metorex Loan will result in Metorex holding approximately 87% of the enlarged issued share capital.

The Subscription Price represents a 27.8% discount to the prevailing weighted average price of approximately 9.7 pence per Common Share for the 30 days to 6 February 2009, and a discount of 6.7% to the mid closing price of 7.5 pence per Common Share on 6 February 2009.

In addition, on 12 December 2008, the Board announced its intention to seek the cancellation of the admission of the Common Shares to trading on AIM. A General Meeting has been convened for 24 February 2009 in South Africa, at which Shareholders who are entitled to vote will be asked to consider and, if thought fit, approve the resolution in order to enable the Company to cancel the admission of the Common Shares to trading on AIM. The attention of Shareholders is drawn to the fact that, if Shareholders approve the resolution to cancel admission of the Common Shares to trading on AIM, such cancellation will be effected prior to the allotment and issue of Subscription Shares.

Background to and reasons for the Offer for Subscription

As a consequence of the limited cash reserves available to the Company since mid-2008 and the lack of financing alternatives, the Company has funded its operations solely through the Metorex Loan Facility. The Company had drawn down approximately US$28.4 million of the US$30 million Metorex Loan Facility as at 31 January 2009. However, as announced by the Company on 12 December 2008, because Metorex has stated that it considers it inappropriate to continue providing 100% of the funding required for the continued development of the Company and its projects, the Company has had to take a number of actions designed to conserve cash and reduce costs in all areas of the Company's operations. Therefore, as announced on 6 February 2009, the Company has significantly scaled back the development of the Kinsenda mine on a temporary basis. In this regard, the Company has put on hold the procurement of long lead items of mechanized mining equipment, the development of the ramp decline, conventional room and pillar stopping operations, and construction of the plant. 

The remaining portion of the Metorex Loan Facility of US$1.6 million as at 31 January 2009, which is expected to be drawn down prior to 15 March 2009, is expected to provide minimal funding to the Company for working capital purposes including related maintenance and holding costs for the Company for up to one month, with careful cash and operational management. Therefore the Directors intend to pursue an offer for subscription to all existing Shareholders to provide the Company with working capital. 

At present, the Company does not know which Shareholders will participate in the offering, with the exception of Metorex which will convert a portion of the Metorex Loan as its pro rata participation in the Offer for Subscription.

In the event that the Offer for Subscription is not fully subscribed, which may therefore result in Metorex holding up to 87% of the enlarged issued share capital, Metorex has undertaken to provide further minimal funding to CRC for working capital purposes including related maintenance and holding costs of the Kinsenda mine and other CRC assets and to pay the mineral content fee in relation to the Kinsenda project as announced on 6 February 2009. Under this scenario, all or part of the Metorex Loan which will not be converted pursuant to the Offer for Subscription, of approximately US$4.5 million as at 31 January 2009, together with any subsequent amounts drawn down and accrued interest thereon, may need to be refinanced by Metorex. In addition, the Company will need to consider other funding options, including a potential further investment by way of the offer of a strategic equity stake in the Company to a third party.

Background to and reasons for De-Listing

Further to the Company's announcements on 12 December 2008 and 6 February 2009, and unconditional on the success of the Offer for Subscription, the Directors have resolved that it is appropriate to cancel the admission of the Company's common shares to trading on AIM at the earliest opportunity.

The Directors believe that, given the nature of the Company's limited shareholding base, it is no longer appropriate for the Company's Common Shares to be admitted to trading on AIM. In addition the Directors consider that the costs associated with being a company with its shares traded on AIM are now disproportionate to the benefits of that market, and that the Company's recent share price performance significantly undervalues the Company's business and operations.

Accordingly, in the current difficult economic conditions, the Directors believe that it is right to

minimise overheads and focus on the Company's core operations. The Directors are aware that Shareholders may still wish to acquire or dispose of Common Shares and, accordingly, intend to use reasonable endeavours to create and maintain a matched bargain settlement facility. Under this facility Shareholders or persons wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order. The contact details of the matched bargain settlement facility provider, once arranged, will be made available to Shareholders on the Company's website.

DRC mining title reviews

As announced on 6 February 2009, the Company has concluded the final agreement with Societe de Developpement Industriel et Miniere du Congo ("SODIMICO"). This agreement has been approved by the Revisitation Committee appointed by the Government of the DRC, and confirmed that: 

- SODIMICO's interest in MMK be increased from 20% to 23%, such that CRC's shareholding in MMK be reduced from 75% to 72.15%;

- CRC is also required to pay a mineral content fee payment to SODIMICO of US$3 million, payable through several instalments over the three years to 2011, including US$1.5 million within the next two months;

- MMK is required to pay a royalty fee to SODIMICO and the DRC Government of 2.5% of gross revenues. MMK is currently paying an advance on royalties of US$100,000 per month in respect of this;

- The Musoshi mine surface and underground infrastructure will be returned by MMK to SODIMICO together with certain other equipment that had been transferred to Kinsenda mine and remains unused;

- Compensation will be paid by MMK on a fair value basis (to be agreed between the parties) for any equipment that has been removed from the Musoshi mine and applied to the Kinsenda mining operations; and

- MMK has undertaken to finance the required upgrade to a power substation when full scale development of the Kinsenda mine has commenced, recovering the cost thereof from SODIMICO.

Current trading and prospects

Through its 72.15% subsidiary, MMK, the Company holds two deposits in the Katanga province in DRC, close to its border with Zambia: Kinsenda and Lubembe.

The Kinsenda deposit ore body has to date been the Company's main operational focus. This mine has existing infrastructure, including power, water, roads and underground development.  In addition, the Directors believe that it has an established measured resource at grades of approximately 5% copper, and a life of mine of approximately 15 years at a milling rate of approximately 80,000 tons per month. The Company achieved some key milestones in the middle of 2008 at Kinsenda: the metallurgical plant design and certain site establishment and civil works were completed, and the mine was de-watered to approximately Level 290 which is below the initially planned production levels.

However, as announced on 6 February 2009, the Company has significantly scaled back the development of this mine on a temporary basis. Therefore the Offer for Subscription will provide funds for the continued de-watering and general care and maintenance which will be continued pending the securing of adequate financing for the development of the project. In this regard, the Directors are focused on securing additional longer term funding of up to US$200 million which they believe is required in order to implement significant initiatives to bring the mine into production. These initiatives include constructing a copper concentrator, upgrading and modernising its electricity supply facilities which have become obsolete, and constructing a permanent pumping station for the continued de-watering of the mine on a longer term basis. In addition, the project site has two working shafts which require capital equipment to be able to hoist the ore for processing. The Company intends to seek such finance once the financial markets recover and financing conditions normalise. Thereafter, the Company expects to bring the Kinsenda project into production within 18 months. 

The other project in DRC is the Lubembe property. During 2008, the Company embarked on the exploration phase of the Lubembe ore body in DRC, conducting approximately 13,000 metres of exploratory drilling. The results of this drilling are being evaluated and the directors of CRC intend to conduct a scoping study and/or pre-feasibility study during the next 12 months.

As announced on 6 February 2009, it has been agreed with SODIMICO that the Musoshi mime surface and underground infrastructure be returned to SODIMICO.

Outside the DRC, the Group also effectively holds a 92.5% economic interest in the Hinoba-an Project which is located on Negros Island in the Philippines. The Company continues to hold discussions with various parties regarding the sale of this copper project, which is expected to be disposed of during 2009.

CAMEC disenfranchisement

Further to the Company's announcement of 23 December 2008, the Directors are of the opinion that the shareholder rights of CAMEC remain validly disenfranchised in respect of their current shareholding under Article 56 of the Company's articles of association.

Change of financial year end

The Board has decided to change the Company's accounting reference date to 30 June with immediate effect. If the resolution is not passed such that the Company retains the admission of its Common Shares to trading on AIM, the Company will announce its unaudited results for the six months to 31 December 2008 by 31 March 2009 and has agreed to announce its audited results for the year ended 30 June 2009 by 31 October 2009.

Background to and summary of terms of the Metorex Loan Facility

Pursuant to the Metorex Loan Facility agreement entered into by the Company and Metorex on 18 June 2008 (as amended), the Company granted Metorex the right to convert all or part of the Metorex Loan on the same terms and conditions offered to all participants in any capital raising. 

Therefore Metorex has elected to participate in the Offer for Subscription by converting approximately US$25 million of the outstanding amount under the Metorex Loan Facility into new Common Shares. 

The Company announced on 1 July 2008 that Metorex had agreed to provide a project finance loan facility to the Company in the amount of US$15 million. It was subsequently announced by the Company on 3 October 2008 that this had been increased by US$5 million on the same terms, to a total of US$20 million. On 6 February 2009, the Company announced that the Metorex Loan Facility had been increased by US$10 million to a total of US$30 million.

This increase of the facility by US$10 million was initially agreed on 18 December 2008 and was made available for immediate drawdown, notwithstanding that it was subject to further negotiation of the terms of repayment which were finalised on 3 February 2009. The revised terms of the Metorex Loan Facility provide for the repayment date for the funds drawn down, together with accrued interest (the "Outstanding Amount") to be extended to 15 March 2009 or such earlier date as the Company arranges a financing (the "Repayment Date"). The Outstanding Amount as at 31 January 2009 was US$29.5 million, comprising capital drawn down of US$28.4 million and interest of US$1.1 million.

If CRC fails to settle the Outstanding Amount by the Repayment Date, then, within seven days of receiving written notice from Metorex, CRC will be required to issue such number of new Common Shares as have a value of not less than the Outstanding Amount, priced at the lower of (1) the issue price on any private placement arranged by the Company, and (2) the volume weighted average price per share in the Company at the close of business on the 30 trading days immediately preceding the date of the issue. 

In addition, the Company granted to Metorex the right at any time to convert all or part of the Outstanding Amount into CRC shares on the same terms and conditions offered to all participants in any capital raising prior to or following the Repayment Date.

As part of the Subscription, Metorex will participate on a pro rata basis and has elected to convert approximately US$25 million currently outstanding to it under the Metorex Loan Facility into Common Shares at 7 pence per new Common Share. If no other Shareholders participate in the Offer for Subscription, the conversion of the Metorex Loan will result in Metorex holding approximately 87% of the enlarged issued share capital.

Of the remaining portion of the Metorex Loan which has been drawn down and is not being converted into Common Shares pursuant to the Offer for Subscription, of approximately US$4.5 million as at 31 January 2009, and which is due for repayment on 15 March 2009, it is the Company's intention to repay this from the proceeds of the Offer for Subscription. However, to the extent that it is not repaid it may need to be refinanced.

Use of proceeds

Assuming full subscription, the Offer for Subscription will provide the Company with a minimum of US$24.8 million of new funding (net of expenses). The net proceeds of this fundraising will be used to fund ongoing working capital requirements and to provide the headroom which the Company requires to operate with a degree of financial security for approximately 12 months. In addition the proceeds would be provided for:

- Repayment of the outstanding portion of the Metorex Loan which will not be converted into

Subscription Shares, of approximately US$4.5 million as at 31 January 2009; and

- Payment of US$2 million, which is due within the next 12 months, of a mineral content fee

totalling US$3 million as agreed pursuant to the renegotiation of the title to MMK's licences.

In the event that the Offer for Subscription is not fully subscribed, Metorex has undertaken to provide further minimal funding to CRC for working capital purposes including related maintenance and holding costs of the Kinsenda mine and other CRC assets, and to pay the mineral content fee in relation to the Kinsenda project as announced on 6 February 2009. In addition, all or part of the Metorex Loan which will not be converted pursuant to the Offer for Subscription, of approximately US$4.5 million as at 31 January 2009, may need to be refinanced by Metorex.

Details of the Subscription

Up to 490,216,877 Subscription Shares are now being offered by the Company to Qualifying Shareholders pro rata to their existing holdings of Common Shares. Qualifying Shareholders can subscribe for Subscription Shares at a price of 7 pence per Subscription Share on the following basis:

57 Subscription Shares for every 10 Common Shares

held by them as at the Record Date.

The Company is seeking to raise equity of up to US$50 million (based on the Exchange Rate) by offering the Subscription Shares at the Subscription Price to Qualifying Shareholders, being holders of Common Shares or DIs in respect of Common Shares on the register at close of business on 4 February 2009. Under the Offer for Subscription, approximately US$25 million of the Subscription will be satisfied by the conversion of the Metorex Loan, and remaining Qualifying Shareholders are invited to subscribe for a further US$25 million in cash pro rata to their existing holdings of Common Shares. 

The Offer for Subscription is not being underwritten. 

The Subscription Price represents a 27.8% discount to the prevailing weighted average price of approximately 9.7 pence per Common Share for the 30 days to 6 February 2009, and a discount of 6.7% to the mid closing price of 7.5 pence per Common Share on 6 February 2009.

The Subscription Shares will (assuming maximum subscription) represent, in aggregate approximately 85% of the Company's issued share capital as enlarged by the Subscription Shares. The Subscription Shares will, when issued and fully paid, rank pari passu in all respects with the existing Common Shares (which are not subject to disenfranchisement), including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.

Under the Company's articles of association, the Company may by a resolution of members of the Board fix the record date for any allotments or issues of shares, which may be on or at any time before or after any date on which the allotment or issue of shares is to be made. The Board has determined that the Record Date for these purposes should be 4 February 2009. Whilst the Record Date for participating in the Offer for Subscription has been set at 4 February 2009, the Board reserves the power to extend the offer to any Shareholders who acquire Common Shares after the Record Date.

General Meeting

A Notice of General Meeting to be held at 46 River Road, Woodmead Extension 1, Rivonia, Sandton, Gauteng, South Africa at 12 noon (South African time) on 24 February 2009 is set out in the Circular, at which a resolution will be proposed to cancel the admission of its Common Shares to trading on AIM.

Written Resolutions

On 29 January 2009, in order to facilitate the Offer for Subscription, Metorex, as majority shareholder of the Company, passed written resolutions amongst other things to:

(i) increase the number of shares which the Company is authorised to issue by the

creation of an additional 1,000,000,000 (one billion) Common Shares; and

(ii) authorise the directors of the Company to allot up to 1,000,000,000 (one billion) new Common Shares created by (i) above to such persons and on such terms as they in their absolute discretion see fit.

The written resolutions were consented to in writing by an absolute majority of the votes of shares entitled to vote on the resolutions, in accordance with the Company's articles of association.  A copy of these written resolutions is set out in the Circular in accordance with the requirements of Article 82 of the Company's articles of association.

Recommendation

The Directors consider the terms of the Offer for Subscription and the De-Listing to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the resolution to cancel the admission of its Common Shares to trading on AIM (as they intend to do in respect of their own beneficial holdings of Common Shares, which amount, in aggregate, to 125,000 Common Shares, representing approximately 0.1% of the current issued share capital of the Company).

The De-Listing is conditional upon the passing of the resolution at the forthcoming General Meeting. If the resolution is not passed at the General Meeting, the Company will be unable to cancel the admission of its Common Shares to trading on AIM.

The attention of Shareholders is drawn to the fact that if Shareholders approve the resolution to cancel admission of the Common Shares to trading on AIM, such cancellation will be effected prior to the allotment and issue of Subscription Shares.

EXPECTED TIMETABLE OF EVENTS

Record date for entitlement to participate in the Offer                   4 February 2009 

for Subscription 

Latest time and date for receipt of completed             10 a.m. on 20 February 2009

Forms of Proxy   

General Meeting                        12 noon (South African time) on 24 February 2009

Cancellation of the Admission of the Common                    7a.m. on 6 March 2009

Shares to trading on AIM expected to take effect 

(if approved at the General Meeting)

Latest time and date for receipt of completed                   12 noon on 9 March 2009

Application Forms

Allotment and issue of Subscription Shares                                    16 March 2009

Expected date for the crediting of CREST accounts                         16 March 2009

(in respect of shares held in uncertificated form, that is DIs) 

in respect of Subscription Shares validly applied for

Expected date of despatch of share certificates                              18 March 2009

(in respect of shares held in certificated form) 

in respect of Subscription Shares validly applied for

Note: All references in this announcement to times, unless stated otherwise, are to times in London.

Throughout this announcement the references to US$ are based upon the exchange rate assumed on 5 February 2009 of US$1.46: £1

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