RNS Number:5823W
International Molybdenum PLC
15 May 2007
International Molybdenum Plc
Recommended Offers by Quadra Mining Ltd (Quadra) for International Molybdenum
plc (InterMoly) declared unconditional in all respects.
The following is the text of an announcement released by Quadra yesterday:
"Quadra Mining Ltd
14 May 2007
Not for release, publication or distribution in, into or from the United States,
Australia, South Africa or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE 14 May 2007
Recommended Offers by Quadra Mining Ltd ("Quadra") for International Molybdenum
plc ("InterMoly") declared unconditional in all respects
On 27 April 2007, Quadra posted an offer document (the "Offer Document") and a
prospectus equivalent document to InterMoly Shareholders and InterMoly
Warrantholders in respect of Quadra's offers to acquire the whole of the issued
and to be issued share capital and traded warrants of InterMoly (the "Offers").
The board of Quadra is now pleased to announce that, subject to the listing of
the New Quadra Shares for trading on the TSX becoming effective, all the
conditions of the Offers as set out in the Offer Document have now either been
satisfied or waived and, accordingly, that the Offers are hereby declared
unconditional in all respects.
As at 5:00 p.m. (London time) on 11 May 2007, valid acceptances of the Offers
had been received in respect of 106,730,151 InterMoly Shares and 3,333,350
InterMoly Warrants, representing approximately 78 per cent. of the InterMoly
Shares and 25 per cent of the InterMoly Warrants. This includes acceptances in
respect of 106,666,700 InterMoly Shares (representing approximately 78 per cent.
of the InterMoly Shares) and 3,333,350 InterMoly Warrants (representing
approximately 25 per cent. of the InterMoly Warrants) which were received
pursuant to an irrevocable undertaking to accept the Offers received from
Galahad Gold plc.
Neither Quadra nor any party deemed to be acting in concert with Quadra held any
InterMoly Shares or InterMoly Warrants or rights over such shares or warrants
before 8 March 2007, the first day of the Offer Period, nor have they acquired
or agreed to acquire any InterMoly Shares or InterMoly Warrants or rights over
such shares or warrants since the commencement of the Offer Period except
pursuant to the Offers.
In accordance with the conditions of the Ordinary Offer, Quadra has waived the
requirement to receive acceptances in respect of not less than 90 per cent. of
the InterMoly Shares to which the Ordinary Offer relates and not less than 90
per cent. of the InterMoly Warrants to which the Warrant Offer relates, and has
decided to declare the Ordinary Offer unconditional as to acceptances having
received acceptances in respect of InterMoly Shares carrying more than 50 per
cent. of the voting rights exercisable at a general meeting of InterMoly.
The Offers have been extended beyond 18 May 2007 (the First Closing Date) and
will remain open for acceptance until 3.00 p.m. (London time) on 12 June 2007.
The Greenland Bureau of Minerals and Petroleum has now recommended for approval
the indirect transfer of the InterMoly Licences to Quadra.
Carl Renzoni and David Chilcott have agreed to continue to serve as
non-executive directors of InterMoly under their existing terms of appointment.
Application has been made to the TSX for up to 4,500,000 New Quadra Shares to be
listed for trading on the TSX. The New Quadra Shares to be issued to InterMoly
Shareholders and InterMoly Warrantholders from whom valid acceptances of the
Offers have been received will be listed and posted for trading on the TSX when
issued.
InterMoly Shareholders and InterMoly Warrantholders who have not yet accepted
the Ordinary Offer and/or the Warrant Offer and wish to do so should, if they
hold their InterMoly Shares or InterMoly Warrants in certificated form, complete
the relevant Form of Acceptance enclosed with the Offer Document and return it,
together with supporting documents, as soon as possible by post or (during
normal business hours) by hand to Computershare Investor Services PLC, PO Box
859, The Pavilions, Bridgwater Road, Bristol, BS99 1XZ or by hand only (during
normal business hours) to Computershare Investor Services PLC, 2nd Floor,
Vintners Place, 68 Upper Thames Street, London EC4V 3BJ. InterMoly Shareholders
and InterMoly Warrantholders who hold InterMoly Shares and/or InterMoly Warrants
in uncertificated form (that is, in CREST) should, if they wish to accept the
relevant Offer, do so as soon as possible by TTE instruction in accordance with
the instructions set out in the Offer Document. InterMoly Shareholders and
InterMoly Warrantholders who have any questions as to how to complete the
relevant Form of Acceptance or who need to obtain a further Form of Acceptance
should contact Computershare Investor Services PLC by telephone on 0870 707 1167
or on +44 0870 707 1167 if calling from outside the United Kingdom. InterMoly
Shareholders and InterMoly Warrantholders are reminded that, if they are CREST
sponsored members, they should contact their CREST sponsor before taking any
action.
Settlement of the consideration to which any InterMoly Shareholder or InterMoly
Warrantholder is entitled under the Offers in respect of valid acceptances
received by no later than 3.00 p.m. (London time) on 18 May 2007 will be
dispatched on or before 1 June 2007. Settlement of the consideration in respect
of valid acceptances received after 3:00 p.m. (London time) on 18 May 2007 will
be dispatched within 14 days of such receipt.
Terms defined in the Offer Document have the same meanings in this announcement.
Enquiries:
Quadra Mining Ltd +1 604 689 8550
Paul Blythe
International Molybdenum plc +44 (0)20 7290 8187
Morris Beattie
Standard Bank Plc +44 (0)20 7815 4303
(Financial Adviser to Quadra Mining Ltd)
Thys Terblanche
Matrix Corporate Capital Limited +44 (0)20 7925 3300
(Financial Adviser to International Molybdenum plc)
Stephen Mischler/Alastair Stratton
This announcement is not intended to, and does not, constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offers or otherwise.
The availability of the Offers to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable requirements.
In particular, the Offers are not being made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States, Australia, South Africa or Japan and the Offers
will not be capable of acceptance by any such means, instrumentality or facility
from within the United States, Australia, South Africa or Japan. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States, Australia, South Africa or
Japan.
The Offers are being made pursuant to the exemptions from the take-over bid
rules in each of the Canadian provinces and territories. Should such exemptions
no longer be available, copies of this announcement may no longer be mailed or
otherwise distributed or sent in or into such Canadian provinces.
The New Quadra Shares have not been, nor will they be, registered under the
Securities Act or any of the relevant securities laws of any state of the United
States, Australia, South Africa or Japan. Accordingly the New Quadra Shares may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, South Africa or Japan or for the account or benefit of
any person located in the United States, Australia, South Africa or Japan or any
US Person.
Standard Bank Plc, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for Quadra and for no-one else in
connection with the Offers and will not be responsible to anyone other than
Quadra for providing the protections afforded to customers of Standard Bank Plc
nor for providing advice in relation to the Offers.
Matrix Corporate Capital Limited, which is regulated in the United Kingdom by
The Financial Services Authority, is acting exclusively for InterMoly and for
no-one else in connection with the Offers and will not be responsible to anyone
other than InterMoly for providing the protections afforded to customers of
Matrix Corporate Capital Limited nor for providing advice in relation to the
Offers.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Quadra or InterMoly, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until 18 May 2007, which is the date on which the "Offer Period" ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Quadra
or of InterMoly, they will be deemed to be a single person for the purpose of
Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of InterMoly or of Quadra by Quadra or InterMoly, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has a long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel."
Ian Watson and Anna Rebollini have resigned from the Board of InterMoly and Paul
Blythe and Derek White have been appointed to the Board with immediate effect.
The following information is disclosed pursuant to Schedule 2 paragraph (g) of
the AIM Rules:
Paul Blythe, age 55 is currently a director of the following companies:
Quadra Mining Ltd
Robinson Holdings (Canada) Limited
Robinson Holdings (USA) Limited
Robinson Nevada Mining Company
Robinson Nevada Railroad Company
Wendover Bulk Transhipment Company
Carlota Copper Company
Carlota Holdings Company
Quadra Mining Australia Pty Ltd
Mr Blythe holds no shares and no warrants in InterMoly.
Mr Blythe was previously a director of Dayton Mining Corporation.
Derek Christopher White, age 44 is currently a director of the following
companies:
Robinson Holdings (Canada) Limited
Quadra Mining Australia Pty Ltd
0785531 BC Limited
International Vision Direct Corp
Magellan Minerals Ltd
Seacliff Capital Ltd
Delaware Power Systems Ltd
Yellowhead Mining Ltd
Dwaa Consulting Inc.
Oro Silver Resources Ltd
Mr White holds no shares and no warrants in InterMoly.
Mr White was previously a director of Billiton Metals Canada Ltd and Cyclobaric
Technologies Ltd.
There is no other information required to be disclosed pursuant to Schedule 2
paragraph (g) of the AIM Rules.
For further information please contact:
International Molybdenum plc +001 604 644 8244
Morris Beattie
Parkgreen Communications Ltd +44 20 7851 7480
Cathy Malins / Annabel Leather
Matrix Corporate Capital Limited +44 20 7925 3393
Stephen Mischler
This information is provided by RNS
The company news service from the London Stock Exchange
END
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