 |
|
News |
|
- News
- >
- News articles 2009
News articles 2009
|
|
|
|
|
| |
|
|
|
|
- Wednesday 29July 2009
- Disposal of 15% shareholding in Vergenoeg
-
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX
ISIN: ZAE000022745
Issuer code: MEMTX
(“Metorex” or “the Company”)
DISPOSAL BY METOREX OF A 15% SHAREHOLDING IN VERGENOEG MINING COMPANY (PROPRIETARY) LIMITED ("VERGENOEG") AND FURTHER CAUTIONARY ANNOUNCEMENT
Terence Goodlace, CEO of Metorex Limited commented, "This is an important step in the transformation of Metorex and this transaction positions Vergenoeg well for its ongoing Fluorspar operations. It also demonstrates our commitment to restructuring the group and enhances our liquidity position. I am pleased to welcome Medu Capital to the fold and look forward to their contribution and participation at our Fluorspar operations."
| 1. |
INTRODUCTION |
| |
Shareholders of Metorex are referred to the announcement released on SENS by Metorex on Monday, 13 July 2009 and are further advised that Metorex has entered into a sale of shares agreement whereby Metorex will dispose of 37 500 ordinary shares in Vergenoeg, which represents 15% of the issued ordinary share capital of Vergenoeg ("the Sale Shares"), to Medu Capital, a consortium of Black Economic Empowerment ("BEE") controlled entities ("the Purchasers"), for a cash consideration of R 108 750 000 ("the BEE Transaction").
|
| 2. |
RATIONALE FOR THE BEE TRANSACTION |
| |
As the controlling shareholder in Vergenoeg, Metorex would like to introduce BEE into Vergenoeg in line with the requirements stipulated in the Mineral and Petroleum Resources Development Act (No 28 of 2002) and maximise value through an efficient and orderly BEE process.
The Company believes that the BEE Transaction would assist it in achieving this.
|
| 3. |
VERGENOEG SHAREHOLDERS AGREEMENT |
| |
In terms of the Vergenoeg shareholders' agreement ("Shareholders' Agreement") entered into between Metorex, the Purchasers and Minerales Y Productos Derivados SA ("Minersa"), the Purchasers have been granted a right to dispose of the Sale Shares (the Disposal Right") to Metorex and/or Vergenoeg and/or Minersa which can be exercised should there be a material impact on mining rights or between the fifth and the seventh anniversary of the implementation date of the Shareholders' Agreement.
The consideration payable for the Sale Shares by Metorex and/or Vergenoeg and/or Minersa in terms of the Disposal Right ("Disposal Right Consideration") shall be the higher of the fair market value of the Sale Shares (as determined by an independent merchant bank) or an amount that will result in the Purchasers earning an annual after tax internal rate of return of 12% on the Sale Shares since acquisition.
In terms of the Shareholders Agreement, Metorex has a first right to acquire these Sale Shares.
To the extent that the payment of the Disposal Right Consideration (should the Disposal Right be exercised) requires the approval of Metorex shareholders in terms of the Listings Requirements of the JSE Limited ("JSE"), such approval will be sought accordingly.
|
|
| 4. |
CATEGORISATION |
| |
In terms of the Listings Requirements of the JSE, the BEE Transaction is not a categorised transaction.
|
| 5. |
FURTHER CAUTIONARY ANNOUNCEMENT
|
| |
Shareholders are advised that Metorex remains involved in negotiations which may have a material effect on the price of the Company's securities.
Accordingly, shareholders should continue to exercise caution when dealing in their Metorex securities until a further announcement is made.
Rosebank
29 July 2009 |
|
Sponsor and Corporate Advisor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited |
|
| |
- back to News articles >
|
|
|
|
|
|
|
|
|
|
|
|
|
