RNS Number:2199Z
Scarborough Minerals PLC
28 June 2007
THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
JAPAN. THE AVAILABILITY OF THE MERGER OFFER TO PERSONS OUTSIDE THE UNITED
KINGDOM AND AUSTRALIA MAY BE AFFECTED BY THE LAWS OF OTHER JURISDICTIONS. SUCH
PERSONS MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE REQUIREMENTS OF
THOSE JURISDICTIONS.
RNS / ASX ANNOUNCEMENT
RESULTS OF SHAREHOLDER MEETINGS
MERGER WITH MINERAL SECURITIES APPROVED
28 June 2007
The Board of Scarborough is pleased to announce that the resolutions put to
Extraordinary General Meeting and the Court Meeting (together the "Shareholder
Meetings"), held earlier today in London in relation to the recommended merger
offer for Scarborough by Minsec BVI Limited have all received the overwhelming
support of shareholders.
At the Court Meeting a majority in number of shareholders, voting either in
person or by proxy (being 784 out of 806 voting), and representing 99.98% per
cent. of votes cast (being 48,011,273 voted out of a total of 48,022,698 votes
cast), voted to approve the Scheme of Arrangement.
At the Extraordinary General Meeting, which followed immediately after the
conclusion of the Court Meeting, the special resolutions proposed were passed as
shown in the table below.
This followed the passing by Mineral Securities Shareholders at their meeting on
Monday 25 June, of the necessary resolutions to effect the redomiciling of
Minsec and the acquisition of Minsec Australia by Minsec BVI. The redomiciling
of Minsec was subsequently approved by the Supreme Court of Western Australia at
a hearing held on 27 June 2007 and is expected to become effective on 29 June
2007.
Implementation of the Scheme remains conditional upon the satisfaction of the
Conditions set out in the Scheme Document posted to Scarborough Shareholders on
22 May 2007.
Provided that the Court sanctions the Scheme of Arrangement and confirms the
associated reduction of capital at the Court Hearing scheduled to take place on
19 July 2007, it is anticipated that, on 20 July 2007, the Scheme of Arrangement
will become effective and the Merger completed. Dealings by current Scarborough
shareholders in Minsec BVI's Shares will commence on the AIM Market of the
London Stock Exchange on that day as will dealings by Scarborough CDI holders in
Minsec BVI's CDIs. Minsec BVI's Shares will be credited to CREST accounts on the
same date. It is expected that certificates for Minsec BVI Shares will be
despatched by not later than 3 August 2007.
Copies of the resolutions passed at the Shareholder Meetings have been submitted
for publication to, and will be available for inspection by the public from
tomorrow at, the UK Listing Authority's Document Viewing Facility which is
situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London E14 5HS (tel. no. +44 (0) 20 7066 1000) during normal business hours on
any weekday (public holidays excepted).
Terms used in this announcement shall have the same meaning as in the Scheme
Document dated 22 May 2007, which was sent to Shareholders.
For further information contact:
Robert J. Champion de Crespigny AC U.K.: +44 20 7152 6230
Chairman, Scarborough Aust: +61 2 9264 5515
Email: ld@scrbmin.com
Robin Walker U.K: +44 20 7251 3801
Finsbury Group
Email: robin.walker@finsbury.com
Resolution
Votes Result
For Against
1. Approval of the Scheme 47,755,373 8,938 Passed
2. Cancellation of Scheme Shares 47,750,693 8,945 Passed
3. Amendments to Articles 47,747,036 12,521 Passed
4. Cancellation of listing 47,732,652 25,677 Passed
This information is provided by RNS
The company news service from the London Stock Exchange
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