RNS Number:0665X
Scarborough Minerals PLC
22 May 2007
RNS / ASX ANNOUNCEMENT
SCARBOROUGH MINERALS PLC
POSTING OF SCHEME DOCUMENT FOR THE PROPOSED MERGER WITH
MINERAL SECURITIES LIMITED
22 May 2007
Scarborough Minerals plc ("Scarborough") announces that it is today posting to
shareholders, optionholders and CDI holders the scheme document ("Scheme
Document") relating to its proposed merger with Mineral Securities Limited
("Minsec"), which was previously announced on 13 April 2007 and is to be
effected by way of a scheme of arrangement pursuant to Section 425 of the
Companies Act 1985 (as amended) (the "Scheme") pursuant to which Minsec (BVI)
Limited ("Minsec (BVI)") (or a wholly owned subsidiary) would become the parent
company of Scarborough.
The Scheme Document includes:
* the background to and reasons for the merger offer;
* information on Scarborough, Minsec and Minsec (BVI);
* the consideration to be paid to Scarborough shareholders and Scarborough
CDI holders;
* the treatment of the holders of Scarborough convertible preference
shares and the participants in the Scarborough share schemes;
* notices of the proposed Court Meeting and EGM (detailed below); and
* the action that is required to be taken by Scarborough shareholders and
Scarborough CDI holders in respect of the Court Meeting and EGM.
The Court convened meeting of Scarborough shareholders to vote on the Scheme
will be held at 11 a.m. on 28 June 2007 at the offices of Jones Day, 21 Tudor
Street, London EC4Y 0DJ (the "Court Meeting"). The Court Meeting will be
immediately followed at 11.05 a.m. (or such later time as the Court Meeting
finishes) on the same day at the same location by an Extraordinary General
Meeting of the Scarborough shareholders (the "EGM") to vote on the resolutions
necessary to implement the Scheme.
Scarborough shareholders and CDI holders will receive with the Scheme Document,
as appropriate:
* a form of proxy for holders of Scarborough shares for each of the Court
Meeting and EGM; OR
* a voting instruction form for holders of Scarborough CDIs for each of
the Court Meeting and EGM.
As previously announced, the Directors of Scarborough unanimously recommend that
holders of Scarborough shares and CDIs vote in favour of the resolutions to be
proposed at the Court Meeting and EGM to give effect to the merger offer.
For information on how to vote, holders of Scarborough shares or CDIs should
read carefully the instructions in the Scheme Document, and may call one of the
Scarborough Helplines listed in the Scheme Document for further advice.
Copies of the Scheme Document have been lodged with ASX and with the Financial
Services Authority and will be available for inspection at the Financial
Services Authority's document viewing facility, which is situated at: Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In
addition, the Scheme Document is available on the Scarborough website at
www.scrbmin.com.
About Scarborough
Scarborough is a resource investment and finance company, listed on the main
market of the London Stock Exchange (LSE: SCRB) and on the Australian Stock
Exchange (ASX: SRB). It holds direct interests in mining projects, including the
Sappes gold project in Greece, the Lady Loretta zinc project in Queensland,
Australia and the Vostok copper project in Kazakhstan and indirect interests in
resource companies including Mineral Securities Limited, Iluka Resources Limited,
Chaarat Gold Limited and Buka Gold Limited. Scarborough had cash reserves at
31 March 3007 of approximately US$31 million, excluding cash held in listed subsidiaries.
For further information contact:
Robert J. Champion de Crespigny AC U.K.: +44 20 7152 6230
Chairman Aust: +61 2 9264 5515
Email: ld@scrbmin.com
For copies of the document contact:
W. James Haddock U.K.: +44 20 7152 6230
Interim Chief Financial Officer and Company Secretary
Email: jh@scrbmin.com
This information is provided by RNS
The company news service from the London Stock Exchange
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