Posting of Scheme Circular to Shareholders
October 01 2010 - 11:12AM
UK Regulatory
TIDMBRM
RNS Number : 7446T
Brinkley Mining PLC
01 October 2010
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
1 October 2010
Brinkley Mining Plc
("Brinkley Mining" or the "Company")
POSTING OF SCHEME CIRCULAR IN CONNECTION WITH ACQUISITION OF BRINKLEY MINING BY
EUROGOLD LIMITED BY WAY OF A SCHEME OF ARRANGEMENT
On 8 September 2010, the Brinkley Directors and the Eurogold Directors announced
that they had reached an agreement on the terms of an offer by Eurogold to
acquire all of the Brinkley Shares that it does not already own, to be effected
by way of a scheme of arrangement under Part 26 of the Companies Act 2006.
Any capitalised term used but not defined in this announcement is as defined in
the Scheme Document.
The terms of the Offer allow each Scheme Shareholder to receive 11.9228 New
Eurogold Shares for every 100 Brinkley Shares held. As at the Calculation Date
(being 31 August 2010), the Offer valued each Brinkley Share at approximately
1.14 pence, representing a premium of approximately 34 per cent. to the Closing
Price of 0.85 pence per Brinkley Share on the Calculation Date and values the
existing issued share capital of Brinkley at approximately GBP4.07 million.
The Brinkley Directors now announce that, on 29 September 2010, the High Court
of Justice of England and Wales made an order in connection with the Scheme to
the effect that Brinkley may convene a Court Meeting of Scheme Shareholders.
This is to be held at 11.00 a.m. on 20 October 2010 for the purpose of
considering and, if thought fit, approving the Scheme. A General Meeting of
Brinkley Shareholders has been convened for 11.05 a.m. on the same day (or as
soon thereafter as the Court Meeting shall have been concluded or adjourned).
Both meetings will be held at the offices of Watson, Farley & Williams LLP at 15
Appold Street, London, EC2A 2HB.
The Scheme circular, setting out, inter alia, the terms of and the background to
the Offer, the terms of the Scheme, an Explanatory Statement (pursuant to
Section 897 of the Companies Act 2006), notices of the required meetings, a
timetable of principal events (which is also set out in Appendix 1 to this
announcement) and details of the action to be taken by Brinkley Shareholders
(the "Scheme Document") is today being posted to all Brinkley Shareholders and a
copy will also available on the Company's website at
http://www.brinkley-mining.com until the Scheme Effective Date or such later
date as Brinkley might decide. Copies of (amongst other documents) the Scheme
Document are available for inspection at the offices of Watson, Farley &
Williams LLP at 15 Appold Street, London, EC2A 2HB until the Scheme Effective
Date.
Implementation of the Scheme requires the approval of Brinkley Shareholders at
both the Court Meeting and the General Meeting.
The Company is not one to which paragraph 3(a)(ii) of the Takeover Code applies,
the Company is not subject to the Takeover Code and Brinkley Shareholders will
not be afforded any protection under the Takeover Code.
+-------------------------------------------+-------------------+
| For further information, please contact: | |
+-------------------------------------------+-------------------+
| Brinkley Mining Plc | |
+-------------------------------------------+-------------------+
| Peter Gunzburg, Executive Chairman | Tel: +61 (0) 8 |
| | 9481 0572 |
+-------------------------------------------+-------------------+
| | |
+-------------------------------------------+-------------------+
| Beaumont Cornish Limited | |
+-------------------------------------------+-------------------+
| Michael Cornish/Roland Cornish | Tel: +44 (0) 20 |
| | 7628 3396 |
+-------------------------------------------+-------------------+
| | |
+-------------------------------------------+-------------------+
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+------------------------------------------+---------------------------+
| Latest time for lodging Forms of Proxy | |
| for the: | |
+------------------------------------------+---------------------------+
| - Court Meeting (BLUE Form of Proxy) | 11.00 a.m. on 18 October |
| | 2010 |
+------------------------------------------+---------------------------+
| - General Meeting (PINK Form of Proxy) | 11.05 a.m. on 18 October |
| | 2010 |
+------------------------------------------+---------------------------+
| Voting Record Time | 6.00 p.m. on 18 October |
| | 2010 |
+------------------------------------------+---------------------------+
| Court Meeting | 11.00 a.m. on 20 October |
| | 2010 |
+------------------------------------------+---------------------------+
| General Meeting | 11.05 a.m. on 20 October |
| | 2010 |
+------------------------------------------+---------------------------+
| Eurogold General Meeting | 8 November 2010 |
+------------------------------------------+---------------------------+
| Reclassification Record Time | 6.00 p.m. on 10 November |
| | 2010 |
+------------------------------------------+---------------------------+
| Dealings in Brinkley Shares suspended | 7.00 a.m. on 11 November |
| | 2010 |
+------------------------------------------+---------------------------+
| Court hearing to sanction the Scheme | 11 November 2010 |
+------------------------------------------+---------------------------+
| Scheme Record Time | 6.00 p.m. on 17 November |
| | 2010 |
+------------------------------------------+---------------------------+
| Court Hearing to confirm the Reduction | 17 November 2010 |
| of Capital | |
+------------------------------------------+---------------------------+
| Scheme Effective Date | 18 November 2010 |
+------------------------------------------+---------------------------+
| Cancellation of admission of Brinkley | 7.00 a.m. on 22 November |
| Shares to trading on AIM | 2010 |
+------------------------------------------+---------------------------+
| Admission of New Eurogold Shares to | no later than 6 December |
| quotation on ASX | 2010 |
+------------------------------------------+---------------------------+
| CHESS stock accounts credited with New | no later than 6 December |
| Eurogold Shares in uncertificated form | 2010 |
+------------------------------------------+---------------------------+
All references in this document to times are to times in London (unless otherwise stated).
The Court Meeting and the General Meeting will be held at the offices of Watson,
Farley & Williams LLP, 15 Appold Street, London, EC2A 2HB on 20 October 2010.
The dates given are based on Brinkley's current expectations and may be subject
to change. If the expected date of the Court Meeting and/or the General Meeting
is changed, Brinkley will give adequate notice of the change by issuing an
announcement through a Regulatory Information Service. These times and dates are
indicative only and will depend, amongst other things, upon when the Conditions
are either satisfied or (if capable of waiver) waived and the date on which the
Court sanctions the Scheme and the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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