Completion of Braemore acquis

RNS Number : 7074B

Jubilee Platinum PLC

30 October 2009

 



Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

30 October 2009

Recommended offer for Braemore Resources plc

by Jubilee Platinum plc

Scheme of Arrangement becomes Effective

Jubilee Placing acquisition condition met

The scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to implement the acquisition by Jubilee Platinum plc ("Jubilee") of the entire issued and to be issued share capital of Braemore Resources plc ("Braemore") has now become effective in accordance with its terms and the acquisition has been completed.

On 29 October 2009, the High Court of Justice in England and Wales (the "Court") made an order (the "Court Order") sanctioning the Scheme and confirming the associated reduction of capital.  The Court Order has been delivered to the Registrar of Companies in England and Wales and has been registered today.

On 7 August 2009, Jubilee announced a placing by FinnCap of 44,166,666 new shares (the "Placing Shares") for cash to raise £13.25 million (the "Placing"). The Placing was conditional, inter alia, on the acquisition by Jubilee of the entire issued and to be issued share capital of Braemore. In consequence of the Scheme becoming effective, this condition has been met.

Following the Scheme becoming effective, 89,107,183 new Jubilee Shares will be issued, comprising 44,940,517 New Jubilee Shares to be issued to former Braemore Shareholders on the UK Register at the Scheme Record Time (the "New UK Jubilee Shares") and 44,166,666 Placing Shares to be issued pursuant to the Placing.

The exact number of shares to be issued to Braemore Shareholders on the SA Register (the "New SA Jubilee Shares") will be determined on the JSE Record Date, which is 6 November 2009. 

The final number of New Jubilee Shares, comprising the New UK Jubilee Shares and New SA Jubilee Shares, will be announced on or about 9 November 2009.

An application has been made to the London Stock Exchange plc for the New UK Jubilee Shares and the Placing Shares to be admitted to trading on AIM. These shares will rank pari passu with Jubilee's existing ordinary shares and it is expected that the New UK Jubilee Shares and the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 2 November 2009.

The JSE has granted a listing for the New SA Jubilee Shares on the Main Board of the JSE with effect from the commencement of business on 2 November 2009. 

Trading in Braemore ordinary shares on AIM will be cancelled with effect from 2 November 2009. In accordance with the requirements of the JSE, the listing of Braemore Shares on the JSE is expected to terminate with effect from 9 November 2009.

Capitalised terms used, but not defined, in this announcement have the same meaning given to them in the circular posted to shareholders on 14 September 2009 (the "Scheme Document").

Expected timetable of principal events

Cancellation of admission of Braemore Shares to trading on AIM	7.00 a.m. on 2 November 2009
Listing of New Jubilee Shares and Placing Shares on AIM at commencement of trade	2 November 2009
Listing of New Jubilee Shares on the JSE at commencement of trade	2 November 2009
Suspension of trading of the Braemore Shares on the JSE at commencement of trade	2 November 2009
CREST stock accounts credited with New Jubilee Shares in uncertificated form	2 November 2009
JSE Record Date	6 November 2009
Dematerialised Scheme Shareholders' accounts (held at their CSDP or broker) updated on or about	9 November 2009
Date for dispatch of certificated New Jubilee Shares on the JSE on or about	9 November 2009
Termination of listing of Braemore Shares on the JSE	Commencement of business on 9 November 2009
Latest date for dispatch of certificated New Jubilee Shares trading on AIM	13 November 2009

All references to times are to times in London (unless otherwise stated).

Enquiries:

Colin Bird Jubilee Platinum plc Tel [phone]	Leon Coetzer Braemore Resources plc Tel [phone]	Andrew Sarosi     Jubilee Platinum plc  Tel [phone]
Brian Chistie / Leonard Eiser Sasfin Capital Tel [phone]	David Russell  Braemore Resources plc [phone]	Dennis Tucker     Qinisele Resources (Pty) Limited Tel [phone]
James Joyce WH Ireland Limited Tel [phone]	Matthew Robinson / Rose Herbert, FinnCap     Tel [phone]	Louise Goodeve/Leah Kramer Walbrook PR Tel [phone]
Suzanne Johnson-Walsh Bishopsgate Communications  Tel [phone]	Nicola Taylor Russell and Associates Tel [phone]

	Braemore	Jubilee
Corporate adviser	Qinisele Resources (Pty) Limited
Sponsor	Sasfin Capital (A division of Sasfin Bank Limited)	Sasfin Capital (A division of Sasfin Bank Limited)
Nominated adviser	WH Ireland Limited	Finncap
Independent adviser	Venmyn Rand (Pty) Limited
Legal adviser in the UK	Watson, Farley & Williams LLP	Fasken Martineau LLP
Legal adviser in South Africa	Eversheds	Eversheds
Reporting accountants	Moore Stephens MWM Inc	Moore Stephens MWM Inc
Auditors	BDO Stoy Haywood LLP	Saffery Champness

This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal.

The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions.

Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.

 

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