TIDMWTN TIDMEBG TIDMCBMA
RNS Number : 6039S
Western Canadian Coal Corp
20 May 2009
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 May 2009
Recommended proposal for the acquisition of Cambrian Mining Plc
by Western Canadian Coal Corp.
to be implemented by means of a scheme of arrangement
and extension to Cambrian's US $27million 6.750 per cent. unsecured convertible
notes
Summary
* The Cambrian Independent Directors and the Western Independent Directors are
pleased to announce the terms of a recommended proposal for the acquisition by
Western of the whole of the issued and to be issued ordinary share capital of
Cambrian. It is intended that the Proposal will be effected by way of a scheme
of arrangement of Cambrian under section 899 of the Companies Act 2006.
* Under the Proposal, Scheme Shareholders will receive 0.75 new Western Shares for
every 1 Cambrian Share held.
* The Proposal values the entire issued ordinary share capital of Cambrian at
approximately GBP67.4 million and each Cambrian Share at 57.0 pence based on the
Closing Price of one Western Share of 76 pence on 19 May 2009, being the last
Dealing Day prior to the date of this announcement.
* Based on yesterday's Closing Price of a Western Share, the consideration under
the Proposal represents:
* a premium of approximately 246 per cent. to the Closing Price of a Cambrian
Share of 16.5 pence on 15 December 2008, being the last Dealing Day prior to the
commencement of the Offer Period; and
* a premium of approximately 27 per cent. to the Closing Price of a Cambrian Share
of 44.75 pence on 19 May 2009, being the last Dealing Day prior to this
announcement.
* In agreeing to the cancellation of their Cambrian Shares in exchange for the
receipt of Western Shares, the Cambrian Independent Directors believe that
Cambrian Shareholders will benefit from continuing to hold an investment in the
same underlying assets while gaining a more direct investment in Western's
assets. In addition, by being part of the Enlarged Group, Cambrian will benefit
from:
* a transaction that is consistent with Cambrian's stated strategy of transforming
into an operating mining company;
* a strengthened balance sheet;
* increased capital market scale and increased share liquidity;
* improved prospects of retaining existing, and attracting new personnel through
an enhanced group profile and scale synergies; and
* simplification of the structure of the Cambrian Group.
The Western Independent Directors believe that the Proposal will allow Western
to benefit from the creation of a larger, stronger, and more diversified coal
mining company, which will significantly increase the long-term prospects of the
combined company. The key benefits are:
* globally diversified operations, with operating coal mines in three key coal
producing regions (Western Canada, West Virginia and Wales);
* product diversification with the introduction of thermal coal to the existing
product mix of hard coking coal and low-vol PCI coal;
* sales diversification with a more balanced sales program into Asia, Europe and
the USA;
* an expansion of coal reserves and resources by 39 per cent. and 50 per cent.
respectively;
* increased size with the 100 per cent. increase in the current's coal production
to approximately 3.5 million tonnes, with the potential to grow to over 10
million tonnes per year;
* cost savings through reduced overhead, marketing and operational synergies; and
* a simplified ownership structure that will increase the public float of shares
by 55 per cent..
* The Cambrian Independent Directors, who have been so advised by Singer, consider
the terms of the Proposal to be fair and reasonable. In providing its advice
to them, Singer has taken into account the commercial assessment of the Cambrian
Independent Directors. Further important background to the recommendation is
given in the full announcement.
* The Cambrian Independent Directors will recommend that Cambrian Shareholders
vote in favour of the resolution to approve the Scheme to be proposed at the
Court Meeting and vote in favour of the Special Resolution to be proposed at the
General Meeting.
* The Proposal will be put to Cambrian Shareholders at the Court Meeting and at
the General Meeting, which are expected to be held on 23 June 2009. To become
effective, the Scheme must be approved by a majority in number of the holders of
Cambrian Shares present and voting at the Court Meeting, either in person or by
proxy, representing not less than three fourths in value of the Scheme Shares
that are voted at the Court Meeting. In addition, a special resolution
implementing the Scheme and sanctioning the related reduction of share capital
must be passed by Cambrian Shareholders representing 75 per cent. of the votes
cast at the General Meeting.
* The Scheme is a "related party transaction" for the purposes of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the applicable Canadian securities law that governs
certain transactions which raise the potential for significant conflicts of
interest, including related party transactions. Pursuant to the requirements for
a related party transaction under MI 61-101 in addition to any other required
security holder approval that may be required in order to complete a related
party transaction, Western must obtain the approval of at least a simple
majority of the votes cast by "minority" holders of Western Shares. The
"minority" holders of Western Shares for the purposes of the Scheme are all
Western Shareholders other than Cambrian, the Audley Fund, their respective
associates and affiliates, and any related party of any of them, and any person
acting jointly or in concert with any of them.
* An irrevocable undertaking to vote in favour of the Scheme and the resolutions
at the Court Meeting and the General Meeting has been secured in respect of, in
aggregate, 29,142,484 Cambrian Shares, representing approximately 24.7 per cent.
of the existing Cambrian Shares.
* It is expected that the Scheme Document will be posted on 22 May 2009 and that
the Scheme will become effective on 13 July 2009, subject to the satisfaction of
the Conditions set out in Appendix I.
* It is expected that a Management Information Circular will be posted to Western
Shareholders no later than 26 May 2009.
* Cenkos Securities is acting as financial adviser to Western and no one else in
connection with the Offer. Singer is acting as financial adviser to Cambrian and
no one else in relation to the Proposal. Cormark Securities is acting as
financial adviser to Western. GMP Securities LP is acting as financial adviser
to Cambrian.
* The Cambrian Noteholders have agreed to an amendment to the current terms and
conditions of the Cambrian Notes. The principal terms of the amendments are as
follows:
* a ninety day extension of the term so that the maturity date is extended from 23
May 2009 to 21 August 2009;
* interest rate increase from 6.75 per cent. to 15.0 per cent. per annum during
the extension period, payable monthly in arrears;
* in the event that the Scheme becomes effective, Cambrian will be required to
redeem the Cambrian Notes in full within five business days of the Effective
Date; and
* additional covenants are given by Cambrian in relation to Cambrian and its
subsidiaries which are deemed relatively standard for an agreement of this type.
The obligation to redeem the Cambrian Notes in full within five business days of
the Scheme becoming effective will also fall on the Enlarged Group from such
date.
The Chairman of both Western and Cambrian, Mr John Byrne, commented:
"This transaction is demonstrably beneficial to shareholders. It simplifies the
corporate structure and provides a solid foundation for growth.
From a Western shareholder's perspective Western acquires 100 per cent. of ADC,
50.6 per cent. of Energybuild, 45.3 per cent. of Xtract and 100 per cent. of AGD
Mining.
From the Cambrian shareholder's perspective, this transaction will remove the
holding company discount which has affected the valuation of the company for
many years and shareholders will retain a significant interest in a larger and
financially stronger group."
Enquiries in relation to Cambrian please contact:
+----------+------------------+------------------+
| Cambrian | Mark | +44 20 7409 0890 |
| Mining | Burridge / Braam | |
| Plc | Jonker | |
+----------+------------------+------------------+
| Singer | Jeff | +44 |
| Capital | Keating | 20 3205 |
| Markets | / | 7500 |
| | Gareth | |
| | Price | |
+----------+------------------+------------------+
| Scott | Stephen | +44 20 7653 0030 |
| Harris | Scott / | |
| | Ian | |
| | Middleton | |
+----------+------------------+------------------+
Enquiries in relation to Western please contact:
+------------+----------------+------------------+
| Western | David | +1.604.694.2891 |
| Canadian | Jan | |
| Coal | | |
| Corp. | | |
+------------+----------------+------------------+
| Cenkos | Ivonne | +44 20 7397 8920 |
| Securities | Cantu / Adrian | +1 416 367 5000 |
| plc | Hargrave | Ext. 240 |
| Barnes | Camilla | |
| McInerney | Bartosiewicz | |
| (media) | | |
+------------+----------------+------------------+
This summary should be read in conjunction with the full text of the attached
announcement (including the Appendices).
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase or to subscribe for any
securities pursuant to the Proposal or otherwise or the solicitation of any vote
or approval in any jurisdiction. The Proposal will be made solely through the
Scheme Document, which will contain the full terms and conditions of the
Proposal, including details of how to vote in respect of the Proposal. Any
approval or other response to the Proposal should be made only on the basis of
the information in the Scheme Document. Cambrian and Western Shareholders are
advised to read carefully the formal documentation in relation to the Proposal
once it has been dispatched.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. New Western Shares in
the hands of certain US Persons are subject to certain restrictions noted in
paragraph 15 of the announcement.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared in accordance with English Law, the Takeover
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England. The Proposal will be subject to the applicable rules and
regulations of the Financial Services Authority, the London Stock Exchange and
the Takeover Code.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Cambrian Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Cambrian and Western assume no
obligation and do not intend to update these forward-looking statements, except
as required pursuant to applicable law.
Singer, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Cambrian and no one else in connection with
the matters described in this announcement and will not be responsible to anyone
other than Cambrian for providing the protections afforded to customers of
Singer or for providing advice in relation to the Proposal or any other matters
referred to in this announcement.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as financial adviser for
Western and no one else in connection with the Proposal and will not be
responsible to anyone other than Western for providing the protections afforded
to customers of Cenkos Securities or for providing advice in relation to the
contents of the Proposal or any matters referred to in this announcement.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Cambrian, all "dealings" in any "relevant
securities" of Cambrian (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 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or lapses or is otherwise
withdrawn or on which the "offer period" otherwise 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 Cambrian,
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 Takeover Code, all "dealings" in
"relevant securities" of Cambrian, by Western, 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 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 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 Takeover 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.
Appendix I sets out the conditions to implementation of the Proposal and the
Scheme.
Appendix II contains the definitions of terms used in this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 May 2009
Recommended proposal for the acquisition of Cambrian Mining Plc
by Western Canadian Coal Corp.
to be implemented by means of a scheme of arrangement
and extension to Cambrian's US $27million 6.75 per cent. unsecured convertible
notes
1. Introduction
Further to the announcements by Cambrian and Western on 24 December 2008, the
Cambrian Independent Directors and the Western Independent Directors are pleased
to announce that they have reached agreement on the terms of a recommended
proposal for the acquisition by Western of the whole of the issued and to be
issued ordinary share capital of Cambrian. The Proposal is to be effected by way
of a scheme of arrangement of Cambrian under section 899 of the Companies Act
involving a reduction of capital under section 135 of the 1985 Act, which
requires approval by the Cambrian Shareholders (other than Western) and the
sanction of the Court. Upon the Scheme becoming effective, Scheme Shareholders
will receive 0.75 New Western Shares for every Scheme Share held. No fractions
of New Western Shares will be allotted.
The Cambrian Noteholders of the US$27 million 6.750 per cent. unsecured Cambrian
Notes have agreed to an amendment to the current terms and conditions of the
Cambrian Notes. The principal terms of the amendments are as follows:
* a ninety day extension of the term so that the maturity date is extended from 23
May 2009 to 21 August 2009;
* interest rate increase from 6.75 per cent. to 15.0 per cent. per annum during
the extension period, payable monthly in arrears;
* Cambrian is required to redeem the Cambrian Notes in full within five business
days of the Scheme becoming effective; and
* additional covenants are given by Cambrian in relation to Cambrian and its
subsidiaries which are deemed relatively standard for an agreement of this type.
The obligation to redeem the Cambrian Notes in full within five business days of
the Scheme becoming effective will also fall on the Enlarged Group from such
date.
2. Summary of the terms of the Proposal
The Proposal is to be effected by way of a Court sanctioned scheme of
arrangement of Cambrian under section 899 of the Companies Act involving a
reduction of capital under section 135 of the 1985 Act. The scheme is subject to
the Conditions and the further terms set out in Appendix I of this document. If
the Scheme becomes effective, the Scheme Shares will be cancelled and Cambrian
will become a wholly owned subsidiary of Western.
In consideration for the cancellation of the Scheme Shares, Scheme Shareholders
will receive:
0.75 New Western Shares for every 1 Scheme Share Held
The Proposal values the entire issued ordinary share capital of Cambrian at
approximately GBP67.4 million and each Cambrian Share at 57.0 pence based on the
Closing Price of one Western Share of 76.0 pence on 19 May 2009, being the last
Dealing Day prior to the date of this announcement.
Based on yesterday's Closing Price of a Western Share, the consideration under
the Proposal represents:
* a premium of approximately 246 per cent. to the Closing Price of a Cambrian
Share of 16.5 pence on 15 December 2008, being the last Dealing Day prior to the
commencement of the Offer Period; and
* a premium of approximately 27 per cent. to the Closing Price of a Cambrian Share
of 44.75 pence on 19 May 2009, being the last Dealing Day prior to this
announcement.
Assuming no further shares are issued by Cambrian prior to the Scheme becoming
effective, implementation of the Scheme would involve the issue by Western of up
to approximately 88.6 million New Western Shares for the existing issued
Cambrian Shares, excluding the Treasury Shares. This would represent
approximately 38.9 per cent. of Western's issued share capital, as enlarged by
this issue, excluding the approximately 72.1 million Western Shares that the
Cambrian Group will continue to hold immediately following the Scheme becoming
effective and it would represent approximately 29.5 per cent. of Western's
enlarged share capital including the Cambrian Group's shareholding. Under
British Columbia corporate law common shares of a company held by a subsidiary
of that company may not be voted on any matters relating to such company, and
subject to tax and other structuring considerations, the 72.1 million Western
Shares owned by the Cambrian Group may be cancelled, in which case the New
Western Shares issued to Cambrian Shareholders will represent 38.9 per cent. of
Western's issued share capital.
The Scheme will become effective upon the sanctioning by the Court of the Scheme
and of the Reduction of Capital and the delivery to the Registrar of Companies
of a copy of the Orders which, subject to the Court's timetable, is expected to
occur by close of business on 13 July 2009.
It is intended that Western will acquire at least one Cambrian Share which will
mean that Western will be a member of Cambrian on the Effective Date and
accordingly there will be no requirement under section 103 of the Companies Act
1985 for an independent valuation. As its Cambrian Share will not be a Scheme
Share which will be cancelled under the Proposal, Western is precluded from
voting at the Court Meeting and, accordingly, the Cambrian Share held by Western
will not count towards the majorities required to approve the Scheme. Western
will, however, undertake to be bound by the Scheme. In addition John Byrne and
John Conlon, each of whom is a director of both Western and Cambrian (whose
combined shareholdings in Cambrian are 7,711,262 ordinary shares), have
indicated that they will not exercise their rights to vote at the Court Meeting.
3. Irrevocable undertakings
The Audley Fund has irrevocably undertaken to exercise (or procure the exercise
of) the voting rights in respect of its interest in 29,142,484 Cambrian Shares,
(representing approximately 24.7 per cent. of the existing Cambrian Shares) in
favour of the resolutions to be proposed at the Court Meeting and the General
Meeting. The irrevocable undertaking signed by the Audley Fund will cease to be
binding if an Independent Competing Offer is made for Cambrian which is more
favourable to the Cambrian Shareholders from a financial point of view.
The Cambrian Independent Directors do not hold any Cambrian Shares but have
irrevocably undertaken, inter alia, to recommend the terms of the Proposal. John
Byrne and John Conlon have irrevocably undertaken, inter alia, that in the event
that Western switch the Scheme to an Offer they will accept the Offer.
4. Background to and reasons for recommending the Proposal
During the last two years, one of Cambrian's main strategic objectives has been
to transform itself from a holding company for mining investments into an
operating mining group. Key transactions undertaken during this time to
transform the Cambrian Group have included assisting the refinancing and ongoing
strategic review of Western; acquiring the outstanding share capital not
previously owned by Cambrian in Coal International Plc (now Coal International
Limited); continuing to develop Cambrian's gold/antimony mine at Costerfield,
Australia; and the disposal of Cambrian's interests in Asian Mineral Resources.
Cambrian has had a longstanding significant holding in Western and the Cambrian
Directors have for some time been considering Cambrian's options for this
investment. The Proposal represents an opportunity to continue the Cambrian
Group's transformation and to establish an Enlarged Group with a diversified
portfolio of assets, including:
* 100 per cent. ownership of three coal mines and two wash plants in north east
British Columbia, Canada with reported production for the 12 month period ended
30 June 2008 of 2.8 million tonnes of metallurgical coal;
* 100 per cent. ownership of two coal mines and two wash plants in West Virginia,
US, with reported production for the year ended 30 June 2008 of 0.4 million
short tons of metallurgical coal and 0.6 million short tons of thermal coal;
* 50.6 per cent. interest in Energybuild Group Plc (AIM:EBG) with reported
production for the year ended 30 June 2008 of 0.1 million tonnes of thermal coal
and sized coal in Wales;
* future coal production potential of up to 10 over million tonnes per annum from
existing reserves and resources; and
* increased coal reserves and resources
In considering whether to recommend the Proposal, the Cambrian Independent
Directors have taken into account a number of factors, including Cambrian's
financial commitments and stated strategy of transforming into an operating
mining company.
In agreeing to the cancellation of their Cambrian Shares in exchange for the
receipt of Western Shares, the Cambrian Independent Directors believe that by
being part of the Enlarged Group, Cambrian's Shareholders will benefit from:
* gaining a more direct investment in Western's assets while continuing its
investment in the same other assets;
* a strengthened balance sheet;
* increased capital market scale and increased share liquidity;
* improved prospects of retaining existing, and attracting new personnel through
an enhanced group profile and scale synergies; and
* simplification of the structure of the Cambrian Group.
The Western Independent Directors believe that the Proposal will allow Western
to benefit from the creation of a larger, stronger, and more diversified coal
mining company, which will significantly increase the long-term prospects of the
combined company. The key benefits are:
* globally diversified operations, with operating coal mines in three key coal
producing regions (Western Canada, West Virginia and Wales)
* product diversification with the introduction of thermal coal to the existing
product mix of hard coking coal and low-vol PCI coal;
* sales diversification with a more balanced sales program into Asia, Europe and
the USA;
* an expansion of coal reserves and resources by 39 per cent. and 50 per cent.
respectively;
* increased size with the 100 per cent. increase in the current's coal production
to approximately 3.5 million tonnes, with the potential to grow to 10 million
tonnes per year;
* cost savings through reduced overhead, marketing and operational synergies; and
* a simplified ownership structure that will increase the public float of shares
by 55 per cent..
5. Recommendation
The Cambrian Independent Directors, having been so advised by Singer, consider
the terms of the Proposal to be fair and reasonable. In providing its advice to
the Cambrian Independent Directors, Singer has taken into account the commercial
assessments of the Cambrian Independent Directors.
Accordingly, the Cambrian Independent Directors consider that the resolutions to
be proposed at the Court Meeting and the General Meeting are in the best
interests of Cambrian and Cambrian Shareholders. Accordingly, the Cambrian
Independent Directors recommend that (i) Cambrian Shareholders vote in favour of
the resolution to approve the Scheme to be proposed at the Court Meeting and
(ii) Cambrian Shareholders vote in favour of the Special Resolution to be
proposed at the General Meeting.
6. Information on Cambrian
Cambrian is an AIM quoted operating mining company that manages and supports
operations in coal and gold/antimony mining. The Cambrian Group has been
instrumental in supporting the development of a number of mines and moving them
into production. These include: Western's metallurgical coal mines in British
Columbia, Canada; metallurgical and thermal coal mines in West Virginia, US;
Energybuild's Aberpergwm coal mine in Wales; as well as a gold and antimony mine
in Victoria, Australia.
In addition to its mining operations Cambrian has investments in Xtract Energy
Plc, giving it exposure to energy projects and related technologies; and NEMI,
which has a 12 per cent. interest in Peace River Coal LP which in turn has
metallurgical coal interests in northeast British Columbia.
Financial information in relation to Cambrian will be set out in the Scheme
Document.
7. Information on Western
Western's principal business is the acquisition, exploration and development of
coal mining properties and the production and sale of high quality metallurgical
coal from mines located in northeast British Columbia, Canada. Western has
developed a diversified coal asset base adjacent to or nearby existing
infrastructure already established for the northeast coalfields, including rail,
port, town and other facilities.
Western holds the rights to two large multi-deposit coal property groups - the
Wolverine and Brazion groups of properties, which include approximately 35,000
hectares located in northeastern British Columbia under licence or lease.
Additionally, Western holds a 50 per cent. interest in the Belcourt Saxon Coal
Limited Partnership, which holds the rights to two additional multi-deposit coal
property groups - the Belcourt and Saxon groups of properties, which include
more than 50,000 hectares under lease or application held by Belcourt Saxon Coal
Limited.
Western's principal property assets are grouped geographically as follows:
· the Perry Creek and EB open-pit deposits (the "Wolverine Project") and the
Hermann open-pit deposit, all of
which are located within Western's
Wolverine group of coal properties; and
· the Brule Mine and Willow Creek Mine which are open-pit mines located within
Western's Brazion group of
coal properties.
Western has demonstrated the economic viability of the Wolverine Mine, Brule
Mine, and the Willow Creek Mine through independent technical studies that have
been publicly disclosed and are available under Western's profile on the SEDAR
website at www.sedar.com.
Western has also published an independent technical study on the Belcourt
deposits in the Belcourt Saxon group of properties. This study has been publicly
disclosed and is available under Western's profile on the SEDAR website at
www.sedar.com
Western also owns or holds an interest in a number of other property assets
located in northeast and southeast British Columbia which are at a less advanced
stage of development.
Financial information in relation to Western will be set out in the Scheme
Document.
8. Management and employees
The board of directors of Western has given assurances to the board of directors
of Cambrian that, following the Scheme becoming effective, the existing
employment rights of all management and employees of the Cambrian Group will be
fully safeguarded.
Immediately after the Scheme has become effective, the management of Western
will commence a comprehensive review of the business model, operations and
staffing levels and roles within the Cambrian Group. Western expects that this
will lead to a reduction in staffing levels as a result of the implementation of
various cost synergies and operational efficiencies. However, such steps will
only be taken after consultation with the appropriate bodies and/or employee
representatives in accordance with legal obligations. Western does not currently
intend to redeploy the fixed assets of Cambrian to an extent that would have a
material impact on the business of Cambrian.
Western has confirmed to the board of directors of Cambrian that its current
plan for the Cambrian Group following the Scheme becoming effective does not
involve any material change in the terms and conditions of employment of the
Cambrian Group employees and there are currently no plans to change the
principal office location of Cambrian.
Following the Scheme becoming effective, the board of directors of Western will
continue to be comprised of the current members of the board, including John
Byrne and John Conlon. John Hogg, Western's current CEO, will continue as the
CEO of Western. The directors of Cambrian and each of its wholly-owned
subsidiaries will step down from the respective boards of those companies
shortly after the Effective Date and members of the management of Western will
be appointed in their place. It is the current intention that Mark Burridge
will stand down as CEO of Cambrian shortly after the Effective Date.
9. Structure of the Scheme
The Acquisition is to be effected by way of a scheme of arrangement. The Scheme
is an agreement between Cambrian and the holders of Scheme Shares (as defined in
the Scheme) under section 899 of the Companies Act and is subject to the
sanction of the Court.
It is proposed that, under the Scheme, all the Scheme Shares in issue prior to
the Voting Record Time will be cancelled and that the reserve arising from such
cancellation will be applied in paying up in full a number of new Cambrian
Shares (having the same aggregate nominal value as is equal to the aggregate
nominal value of the Scheme Shares cancelled) and issuing them to Western in
consideration for which the holders of the cancelled Scheme Shares will receive
New Western Shares on the basis set out below. Any further Scheme Shares issued
before the Reduction Record Time and in respect of which the holders are or have
consented to be bound by the Scheme will also be subject to the Scheme.
Scheme Shareholders who are on the register of members of Cambrian at the Scheme
Record Time will receive 0.75 New Western Shares for every 1 Cambrian Share. No
fractions of New Western Shares will be allotted.
Cambrian Shares issued after the Reduction Record Time will not be subject to
the Scheme. Accordingly, it is proposed that the Articles be amended so that
Cambrian Shares issued after the Reduction Record Time (other than to Western or
a nominee of Western) will be automatically acquired by Western or a nominee of
Western on the same terms as under the Scheme.
Any Cambrian Shares issued to holders of Options and Warrants on exercise of
their Options and Warrants after the Reduction Record Time will not be included
in the Scheme and such holders of Options or Warrants will not be bound by the
Scheme. The amendments to the Articles to be proposed at the General Meeting
will provide that any person acquiring Cambrian Shares after the Reduction
Record Time will be required to transfer them to Western on the basis that they
will receive the same number of New Western Shares to which they would have been
entitled had their shares been subject to the Scheme.
It is expected that the Scheme will become effective on the close of business on
13 July 2009. The Scheme is subject to the Conditions and certain further terms
referred to in Appendix 1 to this document. In particular, the Scheme requires
the approval of Cambrian Shareholders (other than Western) by the passing of a
resolution at the Court Meeting. The resolution must be approved by a majority
in number of the Cambrian Shareholders present and voting, either in person or
by proxy, representing not less than three fourths in value of the Cambrian
Shares held by such Cambrian Shareholders.
Implementation of the Scheme will also require the passing of the Special
Resolution (requiring the approval of Cambrian Shareholders representing at
least 75 per cent. of the votes cast at the General Meeting, which will be held
immediately after the Court Meeting).
Following the Meetings, the Scheme and the related Reduction of Capital must be
sanctioned by the Court and will only become effective upon delivery to the
Registrar of Companies of a copy of the Order sanctioning the Scheme and, in
relation to the Reduction of Capital, the registration of such Order by the
Registrar of Companies.
If the Scheme becomes effective, the terms will be binding on all Scheme
Shareholders irrespective of whether or not they attended or voted in favour of
the Scheme at the Court Meeting or in favour of the Special Resolution at the
General Meeting.
The Panel has confirmed, having consulted with Singer, Cenkos Securities and
Arbuthnot Corporate Finance (Energybuild's independent financial adviser for the
purposes of Rule 3 of the Takeover Code), and the independent directors of
Energybuild, that, as a consequence of the Scheme becoming effective, Western
will not be required to make a mandatory offer under Rule 9 of the Takeover Code
for the Energybuild shares not already held by Cambrian.
The Scheme is a "related party transaction" for the purposes of Multilateral
Instrument 61 - 101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the applicable Canadian securities law that governs
certain transactions which raise the potential for significant conflicts of
interest, including related party transactions. Pursuant to the requirements for
a related party transaction under MI 61-101, in addition to any other required
securityholder approval that may be required, in order to complete a related
party transaction, Western must obtain the approval of at least a simple
majority of the votes cast by "minority" holders of Western Shares. The
"minority" holders of Western Shares for the purposes of the Scheme are all
Western Shareholders other than Cambrian, the Audley Fund, their respective
associates and affiliates, and any related party of any of them, and any person
acting jointly or in concert with any of them.
The Acquisition is deemed to be a related party transaction for Western under
the AIM Rules. The Western Independent Directors, having consulted with Cenkos
Securities, Western's nominated advisor, consider that the terms of the
acquisition are fair and reasonable as far as the independent shareholders of
Western are concerned.
10. Cancellation of admission of Cambrian Shares to trading on AIM
Prior to the Scheme becoming effective, application will be made to the London
Stock Exchange for Cambrian Shares to be suspended from trading on AIM with
effect from 7.00 a.m. on the day of the Court Hearing. If the Scheme becomes
effective, based on the expected timetable, the last day of dealings in Cambrian
Shares on AIM is expected to be 6 July 2009 (being the Dealing Day immediately
prior to the Hearing Date).
On the Effective Date, share certificates for Scheme Shares will cease to be
valid and should be destroyed. In addition, entitlements to Scheme Shares held
within the CREST system will be cancelled on the Effective Date. Based on the
expected timetable the last date for registration of transfers of Cambrian
Shares is expected to be 3 July 2009. No transfers of Cambrian Shares (other
than transfers to Western or any nominee(s) of Western) will be registered after
the Scheme Record Time.
11. Amendment to Cambrian Notes Conditions
Cambrian has agreed with the Noteholders that the conditions to the Cambrian
Notes be amended as follows:
* the maturity date of the Cambrian Notes was extended from 23 May 2009 to 21
August 2009;
* during this "extension period", the rate of interest payable on the Cambrian
Notes has increased to 15.0 per cent. per annum payable monthly in arrears on
each of 23 June 2009, 23 July 2009 and on maturity on 21 August 2009 (or, if
earlier, on (and up to (but excluding)) the date of redemption in accordance
with the amended conditions);
* Cambrian agreed to certain additional covenants of a standard nature (subject in
each case to certain permitted exceptions) throughout the extension period which
restrict Cambrian and its subsidiaries from undertaking certain transactions
without the consent of Noteholders. These restrictions include, among others,
the following:
(a) the declaration or payment of any dividend or distribution, the purchase or
redemption of any shares, or payments in relation to any other "Indebtedness"
(as defined) save for certain permitted indebtedness or making of certain
investments, save for certain permitted investments;
(b) the incurrence of new "Indebtedness" other than certain permitted debt;
(c) the creation of any further "Security Interests" (as defined), subject to
certain permitted security interests (for example, those granted in the ordinary
course of business);
(d) transactions with affiliates (for example payments and disposals) save for
the Proposal and certain other permitted exceptions; and
(e) other than with or to Western, in circumstances where Western has the
obligation to redeem the Cambrian Notes, the consolidation or merger with, or
the disposal of all or substantially all assets to, another entity. The Proposal
and the assumptions of such obligations to redeem the Cambrian Notes set out in
the Western Agreement described below is permitted.
* in the event that Cambrian raises equity or debt capital or consummates a
permitted disposal of assets (other than for these purposes the sale of mined
resources in the ordinary course of business), then Cambrian shall be obliged to
apply the balance of such proceeds net of costs and expenses and net of an
amount of up to US$2.5 million in aggregate for the purposes of the working
capital requirements of Cambrian and its subsidiaries towards redemption of the
Cambrian Notes (after paying Cambrian's secured creditors in the case of the
proceeds of an asset disposal);
* Cambrian will be required to redeem the Cambrian Notes in full with accrued
interest thereon within five business days of the date on which the
Scheme becomes effective; and
* the amended conditions also include new events of default, namely in
circumstances where the Proposal comprises consideration other than entirely in
shares of Western, and where interest is paid by Cambrian or its subsidiaries
prior to the new maturity date under its secured loan from Western.
12. Western Agreement
Pursuant to an agreement dated 20 May 2009, entered into between Western, the
Noteholders and Cambrian ("Western Agreement"), Western agreed that conditional
(i) on a written resolution of the Noteholders being duly passed and (ii) upon
and with effect from the Scheme becoming effective, Western will, or will
procure that Cambrian or another member of the Western group of companies will,
redeem the Cambrian Notes in full together with the interest thereon to (but
excluding) the date of such redemption in accordance with the amended conditions
of the Cambrian Notes, by no later than five business days from the date when
the Scheme has become effective. Under the terms of the Western Agreement, the
Noteholders have agreed that such redemption will constitute a full and final
discharge of Cambrian's obligations to redeem the Cambrian Notes under the
amended Conditions of the Cambrian Notes.
13. Disclosure of interests in Cambrian
As at the close of business on 19 May 2009, the last practicable Business Day
prior to the date of this announcement, no member of the Western Group had any
interest in the relevant securities of Cambrian. It is intended that Western
will acquire at least one Cambrian Share which will mean that Western will be a
member of Cambrian on the Effective Date and accordingly there will be no
requirement under Section 103 of the Companies Act 1985 for an independent
valuation. Western will be precluded from voting at the Court
Meeting. Western has provided a US$36,000,000 loan facility to CIH ("Loan")
subject to certain conditions. The Loan became unconditional and was advanced
to CIH on January 21, 2009. Each of Cambrian and Coal International Limited have
guaranteed the obligations of CIH under the Loan and the Loan is secured against
the assets of the Cambrian Group by way inter alia of fixed and floating
charges. The Loan has been reduced by the prepayment by Western to Cambrian of
CAN$5,000,0000 plus accrued interest pursuant to a loan agreement dated
September 13 2007. Further details relating to the Loan will be set out in the
Scheme Document.
14. Combination Agreement
Western and Cambrian have entered into the Combination Agreement which sets out,
among other things, various matters in relation to the implementation of the
Scheme, the conduct of Cambrian's and Western's business prior to the effective
date, an inducement fee payable by Cambrian in certain circumstances, and
non-solicit undertakings. Further details of the Combination Agreement and
inducement fee arrangements will be set out in the Scheme Document.
Cambrian has agreed to pay Western an inducement fee of GBP0.674m if Western
terminates the agreement due to the failure by Cambrian's shareholders to
approve the requisite resolutions, the Court failing to sanction the Scheme, the
directors of Cambrian failing to recommend or withdrawing their recommendation
to its shareholders or Cambrian breaching the non-solicitation undertakings.
Cambrian has undertaken not to solicit an alternative acquisition proposal from
a third party but may consider or respond to an unsolicited proposal in certain
circumstances.
15. Overseas shareholders
Overseas shareholders should inform themselves about, and observe, any
applicable requirements in the relevant jurisdiction. It is the responsibility
of each Overseas Shareholder to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which are required
to be observed and the payment of any issue, transfer or other taxes due in such
jurisdiction. It is the responsibility of Cambrian Shareholders who are
citizens, residents or nationals of jurisdictions outside the United Kingdom to
ensure that the correct rate of postage is paid before returning the enclosed
Forms of Proxy. Western may in its sole discretion determine that New Western
Shares shall not be allotted and issued to a Scheme Shareholder under the
Scheme, but shall instead be allotted and issued to a UK nominee appointed by
Western as trustee and sold by the trustee for the benefit of such persons at
the best price reasonably obtainable, if Western is advised that the allotment
and issue of New Western Shares to such Scheme Shareholder would infringe the
laws of any jurisdiction or would require Western to observe any governmental or
other consent or any registration, filing or other formality with which Western
is unable to comply or compliance with which Western regards as unduly onerous,
or Western is unable to so determine without obtaining advice and Western in its
sole discretion determines that, since the Scheme Shareholders in the relevant
jurisdiction hold a de minimis percentage of the issued share capital of the
Company (excluding the Treasury Shares), the cost of obtaining such advice would
be disproportionately burdensome. Western would expect to seek the agreement of
the Panel to such course of action except where the Scheme Shareholders in the
relevant jurisdiction hold less than a de minimis percentage of Cambrian's
issued share capital (excluding the Treasury Shares).
Further details in relation to overseas shareholders will be contained in the
Scheme Document.
16. General
This announcement is not intended to and does not constitute, or form part of,
any offer to sell or invitation to purchase, otherwise acquire, subscribe, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposal or otherwise. The Proposal
will be made solely through the Scheme Document, which will contain the full
terms and conditions of the Proposal, including details of how to vote in
respect of the Proposal. Any acceptance of or other response to the Proposal
should be made only on the basis of the information in the Scheme Document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
proposed Proposal disclaim any responsibility or liability for the violation of
such restrictions by any person.
This announcement has been prepared for the purpose of complying with English
law, the Takeover Code and the AIM Rules, and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction before taking any action.
US Holders should note that the Scheme will relate to the shares of a United
Kingdom company that is a "foreign private issuer" as defined under Rule 3b-4
under the US Exchange Act , and will be governed by English law. Accordingly,
the proxy solicitation rules under the US Exchange Act will not apply to the
Scheme. In addition, a transaction effected by means of a Scheme of Arrangement
is not subject to the tender offer rules under the US Exchange Act. Moreover the
Scheme will be subject to the disclosure requirements and practices applicable
in the United Kingdom to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Document will have been
prepared in accordance with accounting standards applicable in the United
Kingdom that may not be comparable in all respects with accounting standards
applicable to financial statements of US companies prepared in accordance with
the US generally accepted accounting principles and that are subject to US
auditing and auditor independence standards. It may be difficult for Scheme
Shareholders who are US Persons to enforce any rights and claims they may have
arising under the US securities laws in respect of the Scheme.
This announcement is not an offer for the sale of securities in the US and the
New Western Shares which will be issued in connection with the Proposal have not
been and will not be registered under the US Securities Act or under the
securities laws of any state in the United States and are being issued in
reliance upon the exemption from registration provided by Section 3(a)(10) of
the US Securities Act. New Western Shares issued pursuant to Section 3(a)(10) of
the US Securities Act may be resold without restriction by any former Scheme
Shareholder in the US who is not an affiliate of Cambrian immediately before the
Effective Date or who is not an affiliate of Cambrian after the Effective
Date. Former Scheme Shareholders in the US who are affiliates of Cambrian
immediately before the Effective Date or who are affiliates of Cambrian after
the Effective Date are subject to resale restrictions under the US Securities
Act and may not resell New Western Shares in the US in the absence of an
exemption from registration under the US Securities Act and may resell New
Western Shares outside the US only pursuant to such an exemption or pursuant to
the provisions of Regulation S. US Holders are urged to consult their legal
advisers to determine the availability of applicable resale provisions.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Cambrian Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Cambrian and Western assume no obligation and
do not intend to update these forward-looking statements, except as required
pursuant to applicable law.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Western and no one
else in connection with the Proposal and will not be responsible to anyone other
than Western for providing the protections afforded to customers of Cenkos
Securities, nor for providing advice in relation to the contents of the Proposal
or any other matters referred to in this announcement.
Singer, which is authorised and regulated in the United Kingdom by the Financial
Services Authority in the UK, is acting for Cambrian and no one else in
connection with the Proposal and will not be responsible to anyone other than
Cambrian for providing the protections afforded to customers of Singer nor for
providing advice in relation to the Proposal or any other matters referred to in
this announcement.
Appendix I sets out the conditions to implementation of the Proposal and the
Scheme.
Appendix II contains the definitions of terms used in this announcement.
Appendix I
Conditions to Implementation of the Proposal
1.The Proposal is conditional upon the Scheme becoming unconditional and
becoming effective, subject to the Takeover Code, by not later than 31 July 2009
or such later date (if any) as Cambrian and Western may agree and the Court may
allow. The Scheme is conditional upon:
(a) the approval by a majority in number representing three-fourths in
value of the holders of Cambrian Shares present and voting, either in person or
by proxy, at the Court Meeting (or any adjournment thereof);
(b) the resolutions set out in the notice of the General Meeting required
to approve and implement the Scheme being duly passed by the requisite majority
at the General Meeting (or any adjournment thereof);
(c) the Court Sanction being obtained (with or without modifications, but
subject to any such modifications being on terms acceptable to Cambrian and
Western) and a copy of the Order being delivered for registration to the
Registrar of Companies;
(d) confirmation of the Reduction of Capital by the Court (with or
without modification, but subject to any such modifications being on terms
acceptable to Cambrian and Western), and a copy of the Reduction Court Order and
a minute of such reduction attached thereto being filed with the Registrar of
Companies and registered by him;
(e) the resolutions required to approve and implement the Acquisition
each being duly passed by the requisite majority at the Western Meeting (or any
adjournment thereof); and
(f) permission being granted for the admission of the New Western Shares
to trading on AIM and listing and posting for trading on the TSX.
2. Western and Cambrian have agreed that the Proposal is conditional upon the
following matters, and, accordingly, the necessary action to make the Proposal
effective will not be taken unless such Conditions (as amended if appropriate)
have been satisfied or waived:
(a)Authorisations
(i) all Authorisations in any jurisdiction which Western or Cambrian
reasonably deem necessary for or in respect of the Proposal, its implementation
or any acquisition of any shares in, or control of, Cambrian or any other member
of the Wider Cambrian Group by any member of the Western Group having been
obtained in terms and in a form satisfactory to Western and Cambrian acting
reasonably from any relevant person or authority or from any person or body with
whom any member of the Wider Cambrian Group or Wider Western Group has entered
into material contractual arrangements and all such Authorisations remaining in
full force and effect and there being no intimation of any intention to revoke
or not renew the same; and
(ii) all material Authorisations necessary to carry on the business of
(a) any member of the Wider Cambrian Group and (b) any member of the Wider
Western Group remaining in full force and effect and there being no notification
of any intention to revoke or not to renew the same; and
(iii) all necessary filings, or applications having been made and all
applicable waiting and other periods (including extensions of such periods)
having expired, lapsed or been terminated and all applicable statutory or
regulatory obligations in any jurisdiction in respect of the Proposal having
been complied with, in each case, in respect of the acquisition of any shares in
or control of, Cambrian by Western.
(b) Regulatory Intervention
Save as Disclosed, no relevant person having taken, instituted, implemented
or threatened any legal proceedings, or having required any action to be taken
or otherwise having done anything or having enacted, made or proposed any
statute, regulation, order or decision or taken any other step and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might reasonably be expected to (in each case to an extent which is
material and adverse in the context of the Wider Cambrian Group or the Wider
Western Group (as the case may be) taken as a whole):
(i) make the Proposal, its implementation or the acquisition or proposed
acquisition of any shares in, or control or management of, the Wider Cambrian
Group by Western illegal, void or unenforceable; or
(ii) otherwise directly or indirectly prevent, prohibit or otherwise
restrict, restrain, delay or interfere with the implementation of, or impose
additional conditions or obligations with respect to or otherwise challenge or
require amendment of, the Proposal or the proposed acquisition of Cambrian by
Western or any acquisition of Cambrian Shares by Western; or
(iii) require, prevent or delay the divestiture (or alter the terms of
any proposed divestiture), by or result in any delay to Western of any shares or
other securities in Cambrian; or
(iv) impose any limitation on the ability of any member of the Wider
Western Group or any member of the Wider Cambrian Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of shares
or other securities or the equivalent in any member of the Wider Cambrian Group
or the Wider Western Group or to exercise management control over any member of
the Wider Cambrian Group or the Wider Western Group (as the case may be) taken
as a whole; or
(v) require, prevent or delay the disposal by Western or any member of
the Wider Western Group or Cambrian or any member of the Wider Cambrian Group,
of all or any part of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to conduct their respective
businesses or own their respective assets or properties; or
(vi) require any member of the Wider Western Group or of the Wider
Cambrian Group to offer to acquire any shares or other securities (or the
equivalent) in any member or any other assets of the Wider Cambrian Group or the
Wider Western Group owned by any third party (in each case, other than in
implementation of the Proposal); or
(vii) impose any material limitation on the ability of any member of the
Wider Western Group or the Wider Cambrian Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Western Group and/or the Wider Cambrian Group;
or
(viii) result in any member of the Wider Western Group or the Wider
Cambrian Group ceasing to be able to carry on business under any name under
which it presently does so; or
(ix)(save as related to matters that generally affect entities conducting
similar businesses) and adversely affect any or all of the businesses, assets or
financial condition or trading position or profits or prospects of any member of
the Wider Western Group or the Wider Cambrian Group;
and all applicable waiting and other time periods during which any such
relevant person could institute, or implement or threaten any legal proceedings,
having expired, lapsed or been terminated.
(c)Consequences of the Proposal
Save as Disclosed, there being no provision of any agreement to which any member
of the Wider Cambrian Group or the Wider Western Group is a party, or by or to
which any such member, or any part of their assets, is or may be bound, entitled
or subject, which would as a consequence of the Proposal or of the acquisition
or proposed acquisition of all or any part of the issued share capital of, or
change of control or management of, Cambrian or any other member of the Cambrian
Group result in (in each case to an extent which is material and adverse in the
context of the Wider Cambrian Group or the Wider Western Group (as the case may
be) taken as a whole):
(i) any material assets or interests of any member of the Wider Cambrian
Group or the Wider Western Group being or failing to be disposed of or charged
in any way or ceasing to be available to any member of the Wider Cambrian Group
or the Wider Western Group or any rights arising under which any such asset or
interest could be required to be disposed of or charged in any way or could
cease to be available to any member of the Wider Cambrian Group or the Wider
Western Group; or
(ii) any moneys borrowed by, or other indebtedness (actual or contingent) of,
or any grant available to, any member of the Wider Cambrian Group or the Wider
Western Group being or becoming repayable or capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement or the
ability of such member of the Wider Cambrian Group or the Wider Western Group to
incur any such borrowing or indebtedness becoming or being capable of becoming
withdrawn, inhibited or prohibited; or
(iii) any such agreement or the rights, liabilities, obligations or interests
of any such member under it being terminated or materially and adversely
modified or affected or any onerous obligation arising or any material adverse
action being taken under it; or
(iv) the interests or business of any such member in or with any third party
(or any arrangements relating to any such interests or business) being
terminated or adversely modified or affected; or
(v) the financial or trading position or prospects or value of any member of
the Wider Cambrian Group or the Wider Western Group being materially prejudiced
or materially and adversely affected; or
(vi) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the Wider
Cambrian Group or any such security (whenever arising or having arisen) becoming
enforceable or being enforced; or
(vii) any member of the Wider Cambrian Group or the Wider Western Group
ceasing to be able to carry on business under any name under which or on the
terms on which it currently does so or any person presently not able to carry on
business under any name under which any member of the Wider Cambrian Group or
the Wider Western Group currently carries on business becoming able to do so; or
(viii) the creation of actual or contingent material liabilities by any
member of the Wider Cambrian Group other than in the ordinary course of trading;
or
(ix) the ability of any member of the Wider Cambrian Group or the Wider
Western Group to carry on its business being materially and adversely affected,
and no event having occurred which, under any provision of any such agreement to
which any member of the Wider Cambrian Group or the Wider Western Group is a
party, or by or to which any such member, or any of its assets, may be bound,
entitled or subject above, could result in any of the events or circumstances as
are referred to in sub-paragraphs (i) to (ix) above inclusive.
(d) No Corporate Action Taken Since the Accounting Date (Cambrian)
Since the Accounting Date, save as otherwise Disclosed or pursuant to
transactions in favour of Cambrian or a wholly-owned subsidiary of Cambrian, no
member of the Wider Cambrian Group having (in each case to an extent which is
material and adverse in the context of the Wider Cambrian Group taken as a
whole):
(i) issued or agreed to issue or authorised or proposed the issue or
grant of additional shares of any class or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save pursuant to the issue of
Cambrian Shares on the exercise of Disclosed Cambrian share options or
warrants); or
(ii) redeemed, purchased, repaid or reduced or announced the redemption,
purchase, repayment or reduction of any part of its share capital or other
securities or made, authorised or proposed or announced the making of any other
change to its share or loan capital; or
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus issue or other distribution whether
payable in cash or otherwise other than dividends lawfully paid to Cambrian or
wholly owned subsidiaries of Cambrian; or
(iv) (save for transactions between two or more wholly owned members of
the Cambrian Group) merged or demerged with or from, or acquired, any body
corporate or authorised or proposed or announced any intention to propose any
such merger or demerger; or
(v) other than in the ordinary course of business acquired or disposed
of, transferred, mortgaged or charged, or created or granted any security
interest over, any material assets (including shares and trade investments) or
authorised or proposed or announced any intention to propose any acquisition,
disposal, transfer, mortgage, charge or creation or grant of any such security
interest; or
(vi) (save for transactions between two or more wholly owned members of
the Cambrian Group) issued or authorised or proposed the issue of any debentures
or incurred or increased any borrowings, indebtedness or liability (actual or
contingent); or
(vi) entered into or varied, or authorised or proposed the entry into or
variation of, or announced its intention to enter into or vary, any transaction,
arrangement, contract or commitment (whether in respect of capital expenditure
or otherwise) which is material and of a long term, onerous or unusual nature or
magnitude (other than to a nature and extent which is normal in the context of
the business concerned or which is or could involve obligations which would or
might reasonably be expected to be so long, onerous or unusual in nature or
magnitude) or which is restrictive to the existing business of any member of the
Wider Cambrian Group (other than to a nature and extent which is normal in the
context of the business concerned or which is or could involve obligations which
would or might reasonably be expected to be so restrictive) or which is not in
the ordinary course of business; or
(viii) entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any material contract, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement other than in the ordinary course of business; or
(ix) waived or compromised any material claim (other than in the ordinary
course of business); or
(x) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any material contract with any of
the directors or senior executives of Cambrian or any of the directors or senior
executives of any other member of the Wider Cambrian Group; or
(xi) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets and revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction; or
(xii) been unable, or admitted in writing that it is unable, to pay its
debts or has stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or
(xiii) made any material alteration to its memorandum or articles of
association, or other incorporation documents; or
(xiv) disposed of or acquired any assets or businesses or offered or
agreed to the same for an amount in aggregate of GBP500,000 or more (or in the
case of disposals where the book value was in aggregate greater than
GBP500,000), entered into or offered or agreed to enter into or announced any
arrangement which requires expenditure or the foregoing of revenue by the Wider
Cambrian Group of an amount in aggregate of greater than GBP500,000; or
(xv) entered into any agreement or passed any resolution or made any
offer (which remains open for acceptance) or proposed or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition 2(d) other than in the ordinary course of business.
(e)Other Events Since the Accounting Date (Cambrian)
In the period since the Accounting Date, save as Disclosed:
(i) no litigation or arbitration proceedings, prosecution, investigation
or other legal proceedings having been announced, instituted, threatened or
remaining outstanding by, against or in respect of, any member of the Wider
Cambrian Group or to which any member of the Wider Cambrian Group is or may
become a party (whether as claimant, defendant or otherwise) which in any case,
would be likely to have a material adverse effect on the financial position of
the Wider Cambrian Group; and
(ii) no event, change or condition has occurred or become known to
Cambrian which has resulted in or could be reasonably expected to have a
material adverse change or a material deterioration in the business or assets or
financial or trading position, assets, liabilities or profits or prospects of
any member of the Wider Cambrian Group; and
(iii) no enquiry or investigation by, or complaint or reference to, any
relevant person or authority against or in respect of any member of the Wider
Cambrian Group having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of, any member of the Wider
Cambrian Group which in any case, would be likely to have a material adverse
effect on the financial position of the Wider Cambrian Group taken as a whole;
and
(iv) no contingent or other liability having arisen or become apparent or
increased which in any case, would be likely to have a material adverse effect
on the financial position of the Wider Cambrian Group taken as a whole; and
(v) the business of the Wider Cambrian Group has been carried on in the
usual and ordinary course in all material respects.
(f) No Corporate Action Taken Since the Accounting Date (Western)
Since the Accounting Date, save as otherwise Disclosed or pursuant to
transactions in favour of Western or a wholly-owned subsidiary of Western, no
member of the Wider Western Group having (in each case to an extent which is
material and adverse in the context of the Wider Western Group taken as a
whole):
(i) issued or agreed to issue or authorised or proposed the issue or
grant of additional shares of any class or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save pursuant to the issue of Western
Shares on the exercise of Disclosed Western options or warrants); or
(ii) redeemed, purchased, repaid or reduced or announced the redemption,
purchase, repayment or reduction of any part of its share capital or other
securities or made authorised or proposed or announced the making of any other
change to its share or loan capital; or
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus issue or other distribution whether
payable in cash or otherwise other than dividends lawfully paid to Western or
wholly owned subsidiaries of Western; or
(iv) (save for transactions between two or more wholly owned members of
the Western Group) merged or demerged with or from, or acquired, any body
corporate or authorised or proposed or announced any intention to propose any
such merger or demerger; or
(v) other than in the ordinary course of business acquired or disposed
of, transferred, mortgaged or charged, or created or granted any security
interest over, any material assets (including shares and trade investments) or
authorised or proposed or announced any intention to propose any acquisition,
disposal, transfer, mortgage, charge or creation or grant of any such security
interest; or
(vi) (save for transactions between two or more wholly owned members of
the Western Group) issued or authorised or proposed the issue of any debentures
or incurred or increased any borrowings, indebtedness or liability (actual or
contingent); or
(vii) entered into or varied, or authorised or proposed the entry into or
variation of, or announced its intention to enter into or vary, any transaction,
arrangement, contract or commitment (whether in respect of capital expenditure
or otherwise) which is material and of a long term, onerous or unusual nature or
magnitude (other than to a nature and extent which is normal in the context of
the business concerned or which is or could involve obligations which would or
might reasonably be expected to be so long, onerous or unusual in nature or
magnitude) or which is restrictive to the existing business of any member of the
Wider Western Group (other than to a nature and extent which is normal in the
context of the business concerned or which is or could involve obligations which
would or might reasonably be expected to be so restrictive) or which is not in
the ordinary course of business; or
(viii) entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any material contract, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement other than in the ordinary course of business; or
(ix) waived or compromised any material claim (other than in the ordinary
course of business); or
(x) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any material contract with any of
the directors or senior executives of Western or any of the directors or senior
executives of any other member of the Wider Western Group; or
(xi) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets and revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction; or
(xii) been unable, or admitted in writing that it is unable, to pay its
debts or has stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or
(xiii) made any material alteration to its notice of articles, or
articles or other incorporation documents; or
(xiv) disposed of or acquired any assets or businesses or offered or
agreed to the same for an amount in aggregate of GBP500,000 or more (or in the
case of disposals where the book value was in aggregate greater than
GBP500,000), entered into or offered or agreed to enter into or announced any
arrangement which requires expenditure or the foregoing of revenue by the
Western Group of an amount in aggregate of greater than GBP500,000; or
(xv) entered into any agreement or passed any resolution or made any
offer (which remains open for acceptance) or proposed or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition 2(f) other than in the ordinary course of business.
(g)Other Events Since the Accounting Date (Western)
In the period since the Accounting Date, save as Disclosed:
(i) no litigation or arbitration proceedings, prosecution, investigation
or other legal proceedings having been announced, instituted, threatened or
remaining outstanding by, against or in respect of, any member of the Wider
Western Group or to which any member of the Wider Western Group is or may become
a party (whether as claimant, defendant or otherwise) which in any case, would
be likely to have a material adverse effect on the financial position of the
Wider Western Group; and
(ii) no event, change or condition has occurred or become known to
Western which has resulted in or could be reasonably expected to have a material
adverse change or a material deterioration in the business or assets or
financial or trading position, assets, liabilities or profits or prospects of
any member of the Wider Western Group; and
(iii) no enquiry or investigation by, or complaint or reference to, any
relevant person or authority against or in respect of any member of the Wider
Western Group having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of, any member of the Wider
Western Group which in any case, would be likely to have a material adverse
effect on the financial position of the Wider Western Group taken as a whole;
and
(iv) no contingent or other liability having arisen or become apparent or
increased which in any case, would be likely to have a material adverse effect
on the financial position of the Wider Western Group taken as a whole; and
(v) the business of the Wider Western Group has been carried on in the
usual and ordinary course in all material respects.
(h) Other Issues (Cambrian)
Save as Disclosed, Western not having discovered that (in each case to an extent
which is material and adverse in the context of the Wider Cambrian Group taken
as a whole):
(i) the financial, business or other information disclosed at any time by any
member of the Wider Cambrian Group, whether publicly or in the context of the
Proposal either contained a material misrepresentation of fact or omitted to
state a fact necessary to make the information disclosed not misleading in any
material respect; or
(ii) any past or present member of the Wider Cambrian Group has failed to
comply with any applicable legislation or regulations of any jurisdiction with
regard to the release of any contaminant, or that there has otherwise been any
such release (whether or not the same constituted noncompliance by any person
with any such legislation or regulation, and wherever the same may have taken
place), any of which would be reasonably likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider
Cambrian Group and which is material in the context of the Wider Cambrian Group
taken as a whole; or
(iii) there is or is reasonably likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied, operated or made use of or controlled by any past or
present member of the Wider Cambrian Group, or in which any such member may now
have or previously had an interest under any environmental law or order of any
relevant person or third party or otherwise and which is material in the context
of the Wider Cambrian Group taken as a whole.
(i) Other Issues (Western)
Save as Disclosed, Cambrian not having discovered that (in each case to an
extent which is material and adverse in the context of the Wider Western Group
taken as a whole):
(i) the financial, business or other information disclosed at any time by any
member of the Wider Western Group, whether publicly or in the context of the
Proposal either contained a material misrepresentation of fact or omitted to
state a fact necessary to make the information disclosed not misleading in any
material respect; or
(ii) any past or present member of the Wider Western Group has failed to
comply with any applicable legislation or regulations of any jurisdiction with
regard to the release of any contaminant, or that there has otherwise been any
such release (whether or not the same constituted noncompliance by any person
with any such legislation or regulation, and wherever the same may have taken
place), any of which would be reasonably likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider
Western Group and which is material in the context of the Wider Western Group
taken as a whole; or
(iii) there is or is reasonably likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied, operated or made use of or controlled by any past or
present member of the Wider Western Group, or in which any such member may now
have or previously had an interest under any environmental law or order of any
relevant person or third party or otherwise and which is material in the context
of the Wider Western Group taken as a whole.
3. Subject to the requirements of the Panel, Western reserves the right to
waive all or any of the Conditions contained in paragraphs 2(a); 2(b) and 2(c);
2(d); 2(e); and 2(h), in whole or in part.
4. Subject to the requirements of the Panel, Cambrian reserves the right
to waive all or any of the Conditions contained in paragraphs 2(a); 2(b) and
2(c); 2(f); 2(g); and 2(i), in whole or in part.
5. The Proposal is governed by English law and is subject to the
jurisdiction of the English courts. The rules of the Takeover Code, so far as
they are appropriate, apply to the Proposal.
6. Western reserves the right to elect to implement the Acquisition by way of
a takeover offer. In such event, such offer will be implemented on the same
terms subject to appropriate amendments, including (without limitation) an
acceptance condition set at ninety per cent of the Cambrian Shares to which such
offer relates (or such lower percentage as Western may decide), so far as
applicable, as those which would apply to the Scheme.
7. Western shall be under no obligation to waive or treat as satisfied, and
Cambrian shall be under no obligation to waive or treat as satisfied any of the
Conditions in paragraph 2 by a date earlier than the latest date for
satisfaction thereof, notwithstanding that the other Conditions of the Proposal
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of the Conditions may not
be capable of fulfilment.
8. If Western is required by the Panel to make an offer for Cambrian Shares
under the provisions of Rule 9 of the Takeover Code, Western may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule.
Appendix II
Definitions
+--------------------------------------------------------+-------------------------------------------------------+
| 1985 Act | the Companies Act 1985 (as amended) |
+--------------------------------------------------------+-------------------------------------------------------+
| Accounting Date | means, in relation to Cambrian, 30 June 2008; and |
| | means, in relation to Western, 31 March 2008 |
+--------------------------------------------------------+-------------------------------------------------------+
| Acquisition | the recommended acquisition by Western of the |
| | entire issued and to be issued ordinary share |
| | capital of Cambrian, subject to the Conditions and |
| | on the terms set out in this announcement and the |
| | Scheme Document |
+--------------------------------------------------------+-------------------------------------------------------+
| Admission | admission of the New Western Shares to trading on |
| | AIM becoming effective in accordance with the AIM |
| | Rules and listing and posting for trading of the |
| | New Western Shares on the TSX becoming effective in |
| | accordance with the TSX Rules |
+--------------------------------------------------------+-------------------------------------------------------+
| AIM | the Alternative Investment Market operated by the |
| | London Stock Exchange |
+--------------------------------------------------------+-------------------------------------------------------+
| AIM Rules | the AIM rules for Companies published by the London |
| | Stock Exchange governing, inter alia, admission to |
| | AIM and the continuing obligations of companies |
| | admitted to AIM, as amended from time to time |
+--------------------------------------------------------+-------------------------------------------------------+
| Arbuthnot Corporate | the corporate finance division of Arbuthnot |
| Finance | Securities Limited, the investment banking |
| | subsidiary of Arbuthnot Banking Group plc |
+--------------------------------------------------------+-------------------------------------------------------+
| Articles | the articles of association of Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Audley Fund | Audley European Opportunities Master Fund Limited |
+--------------------------------------------------------+-------------------------------------------------------+
| Authorisations | authorisations, orders, grants, recognitions, |
| | confirmations, consents, licences, clearances, |
| | certificates, permissions or approvals |
+--------------------------------------------------------+-------------------------------------------------------+
| Business Day | any day on which banks are generally open in |
| | England and Wales for the transaction of business |
| | other than a Saturday or Sunday or public holiday |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian | Cambrian Mining Plc, company number 4010083 |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Annual Report | the audited consolidated report and accounts of |
| | Cambrian for the period ended on the Accounting |
| | Date |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Director | a director of Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Group | Cambrian and its subsidiary undertakings |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Independent | Mark Burridge, Thomas Button and Charles de |
| Directors | Chezelles |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Notes | The US$27,000,000 convertible notes of Cambrian |
| | constituted by a Trust Deed dated 23 May 2006 and |
| | amended by a Supplemental Trust Deed dated on or |
| | about 20 May 2009 |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Shares | ordinary shares of 20 pence each in the capital of |
| | Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Cambrian Shareholders | holder(s) of Cambrian Shares |
+--------------------------------------------------------+-------------------------------------------------------+
| Combination Agreement | the combination agreement dated 20 May 2009 and |
| | entered into between Western and Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Cenkos Securities | Cenkos Securities plc |
+--------------------------------------------------------+-------------------------------------------------------+
| CIH | Cambrian Investment Holdings Ltd, company number |
| | 5838754, a wholly owned subsidiary of Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Closing Price | the closing middle market quotation of one |
| | Cambrian Share and/or one Western Share as provided |
| | by the daily official list of the London Stock |
| | Exchange |
+--------------------------------------------------------+-------------------------------------------------------+
| Coal International | Coal International Ltd (previously Coal |
| | International Plc), a private limited company |
| | incorporated in England and Wales with registered |
| | number 5293936 |
+--------------------------------------------------------+-------------------------------------------------------+
| Companies Act | the Companies Act 2006(as amended) |
+--------------------------------------------------------+-------------------------------------------------------+
| Conditions | the conditions to the implementation of the |
| | Proposal (including the Scheme), which are set out |
| | in Appendix I of this announcement |
+--------------------------------------------------------+-------------------------------------------------------+
| Consideration | the New Western Shares to be issued to the Cambrian |
| | Shareholders pursuant to the Scheme |
+--------------------------------------------------------+-------------------------------------------------------+
| Court | the High Court of Justice in England and Wales |
+--------------------------------------------------------+-------------------------------------------------------+
| Court Hearing | the hearing by the Court of the application to |
| | sanction the Scheme |
+--------------------------------------------------------+-------------------------------------------------------+
| Court Meeting | the meeting of Cambrian Shareholders (other than |
| | Western) convened by order of the Court pursuant to |
| | section 899 of the Companies Act to consider and, |
| | if thought fit, approve the Scheme, including any |
| | adjournment thereof |
+--------------------------------------------------------+-------------------------------------------------------+
| Court Sanction | the sanction (with or without modification) of the |
| | Scheme by the Court |
+--------------------------------------------------------+-------------------------------------------------------+
| CREST | the relevant system defined in the CREST |
| | Regulations in respect of which Euroclear is the |
| | operator (as defined in the CREST Regulations) |
+--------------------------------------------------------+-------------------------------------------------------+
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI |
| | 2001 No. 3755), including any modifications thereof |
| | or any regulations in substitution thereof made |
| | under section 207 of the Companies Act 1989 and for |
| | the time being in force. |
+--------------------------------------------------------+-------------------------------------------------------+
| Dealing Day | a day on which the London Stock Exchange is open |
| | for business in the trading of securities admitted |
| | to AIM |
+--------------------------------------------------------+-------------------------------------------------------+
| Disclosed | (i) as disclosed in the Cambrian Annual Report or |
| | the Western Annual Report; or |
| | (ii) as publicly announced by any member of the |
| | Wider Cambrian Group or the Wider Western Group |
| | (through a Regulatory Information Service or any |
| | other information service made available in the |
| | country where the relevant company is listed) prior |
| | to the date of this announcement; or |
| | (iii) as otherwise fairly disclosed in writing |
| | (including facsimile) to Western or its advisers by |
| | or on behalf or Cambrian prior to the date of this |
| | announcement; or |
| | (iv) as otherwise fairly disclosed in writing |
| | (including by facsimile) to Cambrian or its |
| | advisers by or on behalf of Western prior to the |
| | date of the announcement |
+--------------------------------------------------------+-------------------------------------------------------+
| Effective Date | the date on which the Scheme becomes effective in |
| | accordance with its terms |
+--------------------------------------------------------+-------------------------------------------------------+
| Enlarged Group | Western Group as enlarged by the acquisition of the |
| | Cambrian Group, subject to the Scheme becoming |
| | effective |
+--------------------------------------------------------+-------------------------------------------------------+
| Financial Services | the Financial Services Authority acting in its |
| Authority | capacity as the competent authority for the |
| | purposes of Part VI of the Financial Services and |
| | Markets Act 2000 |
+--------------------------------------------------------+-------------------------------------------------------+
| General Meeting | the general meeting of Cambrian to consider any |
| | resolution required to approve and implement the |
| | Scheme and the Proposal, including any adjournment |
| | thereof |
+--------------------------------------------------------+-------------------------------------------------------+
| Hearing Date | the date of the Court Hearing |
+--------------------------------------------------------+-------------------------------------------------------+
| Independent Competing | the announcement by a third party in accordance |
| Offer | with Rule 2.5 of the Takeover Code, before the date |
| | of the General Meeting, of a firm intention to make |
| | an offer to acquire (or propose a scheme of |
| | arrangement in respect of the acquisition of) all |
| | of the issued and to be issued ordinary share |
| | capital of Cambrian which comprises either a cash |
| | offer or proposal or a securities exchange offer or |
| | proposal |
+--------------------------------------------------------+-------------------------------------------------------+
| LIBOR | London Interbank Offer Rate |
+--------------------------------------------------------+-------------------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
+--------------------------------------------------------+-------------------------------------------------------+
| Meetings | the Court Meeting and the General Meeting |
+--------------------------------------------------------+-------------------------------------------------------+
| NEMI | NEMI Northern Energy & Mining Inc. |
+--------------------------------------------------------+-------------------------------------------------------+
| New Western Shares | the new Western Shares proposed to be issued by |
| | Western (credited as fully paid) as consideration |
| | under the Proposal |
+--------------------------------------------------------+-------------------------------------------------------+
| Noteholders | the beneficial holders of the Cambrian Notes from |
| | time to time |
+--------------------------------------------------------+-------------------------------------------------------+
| Offer | recommended proposal for the acquisition of |
| | Cambrian by Western |
+--------------------------------------------------------+-------------------------------------------------------+
| Offer Period | the period commencing on 16 December 2008 (being |
| | the date on which Cambrian announced that it had |
| | received a preliminary approach in relation to a |
| | potential offer being made for Cambrian) and ending |
| | on the Effective Date |
+--------------------------------------------------------+-------------------------------------------------------+
| Options | options to subscribe for Cambrian Shares |
+--------------------------------------------------------+-------------------------------------------------------+
| Orders | the Scheme Court Order and the Reduction Court |
| | Order |
+--------------------------------------------------------+-------------------------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+--------------------------------------------------------+-------------------------------------------------------+
| Proposal | the Scheme and other matters to be considered at |
| | the Meetings |
+--------------------------------------------------------+-------------------------------------------------------+
| Reduction Court Order | the order of the Court confirming the Reduction of |
| | Capital |
+--------------------------------------------------------+-------------------------------------------------------+
| Reduction of Capital | the reduction of the share capital of Cambrian |
| | under section 135 of the 1985 Act by the |
| | cancellation and extinguishing of the Scheme |
| | Shares, to be effected as part of the Scheme |
+--------------------------------------------------------+-------------------------------------------------------+
| Reduction Record Time | 6:00 pm on the Business Day immediately preceding |
| | the Hearing Date |
+--------------------------------------------------------+-------------------------------------------------------+
| Registrar of Companies | the Registrar of Companies in England and Wales |
+--------------------------------------------------------+-------------------------------------------------------+
| Regulation S | Regulation S under the US Securities Act |
+--------------------------------------------------------+-------------------------------------------------------+
| Regulatory Information | any of the services on the list of Regulatory |
| Service | Information Services maintained by the Financial |
| | Services Authority |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme | the proposed scheme of arrangement under section |
| | 899 of the Companies Act between Cambrian and |
| | holders of its Scheme Shares, with or subject to |
| | any modification or addition thereto or condition |
| | approved or imposed by the Court and agreed by |
| | Western and Cambrian |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme Document | the document to be sent to Cambrian Shareholders |
| | relating to the Proposal |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme Record Date | the Business Day immediately preceding the Hearing |
| | Date |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme Record Time | 6.00 p.m. on the Scheme Record Date |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme Shares | means all the |
| | Cambrian |
| | Shares (except |
| | those held by |
| | Western and |
| | the Treasury |
| | Shares): |
| | (i) in |
| | issue at the |
| | date of the |
| | Scheme; |
| | (ii) (if |
| | any) issued |
| | after the date |
| | of the Scheme |
| | and prior to |
| | the Voting |
| | Record Time; |
| | (iii) (if |
| | any) issued at |
| | or after the |
| | Voting Record |
| | Time and |
| | before the |
| | Reduction Record |
| | Time, on terms |
| | that shares are |
| | issued subject |
| | to the terms of |
| | the Scheme and |
| | the holder shall |
| | be bound by the |
| | Scheme or in |
| | respect of which |
| | the holder shall |
| | have agreed in |
| | writing by such |
| | time to be bound |
| | by the Scheme |
+--------------------------------------------------------+-------------------------------------------------------+
| Scheme Shareholders | holders of Scheme Shares |
+--------------------------------------------------------+-------------------------------------------------------+
| Singer | Singer Capital Markets Limited |
+--------------------------------------------------------+-------------------------------------------------------+
| Special Resolution | the special resolution to be proposed by Cambrian |
| | at the General Meeting in connection with, inter |
| | alia, the approval of the Scheme and the Reduction |
| | of Capital |
+--------------------------------------------------------+-------------------------------------------------------+
| Takeover Code | the City Code on Takeovers and Mergers |
+--------------------------------------------------------+-------------------------------------------------------+
| third party | includes person, firm, company or body |
+--------------------------------------------------------+-------------------------------------------------------+
| Treasury Shares | 350,000 Cambrian Shares held in treasury |
+--------------------------------------------------------+-------------------------------------------------------+
| TSX | Toronto Stock Exchange |
+--------------------------------------------------------+-------------------------------------------------------+
| UK or United Kingdom | the United Kingdom of Great Britain and Northern |
| | Ireland |
+--------------------------------------------------------+-------------------------------------------------------+
| uncertificated or in | recorded on the relevant register as being held in |
| uncertificated form | uncertificated form in CREST and title to which by |
| | virtue of the CREST Regulations may be transferred |
| | by means of CREST |
+--------------------------------------------------------+-------------------------------------------------------+
| United States or US | the United States of America, its territories and |
| | possessions, any state of the United States and the |
| | District of Columbia |
+--------------------------------------------------------+-------------------------------------------------------+
| US Exchange Act | the United States Securities Exchange Act of 1934 |
| | as amended and the rules and regulations thereunder |
+--------------------------------------------------------+-------------------------------------------------------+
| US Holder(s) | holder(s) of the applicable security, who is in the |
| | United States including a US Person |
+--------------------------------------------------------+-------------------------------------------------------+
| US Person | a US Person as defined in Rule 902(K) under |
| | Regulation S including, but not limited to any |
| | natural person in the United States |
+--------------------------------------------------------+-------------------------------------------------------+
| US Securities Act | the United States Securities Act of 1933, as |
| | amended and the rules and regulations thereunder |
+--------------------------------------------------------+-------------------------------------------------------+
| Voting Record Time | in relation to both the Court Meeting and the |
| | General Meeting, 6.00 p.m. on the day prior to the |
| | day immediately preceding the Court Meeting or, if |
| | either the Court Meeting or the General Meeting is |
| | adjourned, 6:00 pm on the day prior to the day |
| | immediately before the meeting |
+--------------------------------------------------------+-------------------------------------------------------+
| Warrants | Warrants to subscribe for Cambrian Shares |
| Western | Western Canadian Coal Corp., a company incorporated |
| | in the Province of British Columbia, Canada, with |
| | registered number 551375 |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Annual Report | the audited consolidated report and accounts of |
| | Western for the period ended on the 31 March 2008 |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Director | a director of Western |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Group | Western and its subsidiaries |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Independent | John Brodie, Robert Chase and Charles Pitcher |
| Directors | |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Meeting | the special meeting of the Western Shareholders |
| | (including any adjourned or postponed meeting) to |
| | be held for the purpose of considering and, if |
| | deemed advisable, approving the Western Resolutions |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Resolutions | the ordinary resolutions of the Western |
| | Shareholders in connection with the approval of the |
| | Acquisition |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Shares | means the common shares in the capital of Western |
+--------------------------------------------------------+-------------------------------------------------------+
| Western Shareholders | the holders of Western Shares |
+--------------------------------------------------------+-------------------------------------------------------+
| Wider Cambrian Group | Cambrian, its subsidiary undertakings and its |
| | associated undertakings |
+--------------------------------------------------------+-------------------------------------------------------+
| Wider Western Group | Western, its subsidiary undertakings and its |
| | associated undertakings for the avoidance of doubt, |
| | excluding the Wider Cambrian Group from the |
| | Effective Date |
+--------------------------------------------------------+-------------------------------------------------------+
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and associated undertaking" have the respective meanings given to such terms in
the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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