RESULT OF COURT HEARING
January 28 2010 - 10:30AM
UK Regulatory
TIDMKIW TIDMFQM
RNS Number : 2936G
Kiwara PLC
28 January 2010
+--------------------------------------+------------------------------------------------------+
| | NEWS RELEASE |
| | January 28, 2010 |
| | www.first-quantum.com |
| | www.kiwara.co.uk |
| | |
+--------------------------------------+------------------------------------------------------+
FIRST QUANTUM MINERALS LTD. AND KIWARA PLC ANNOUNCE RESULT OF COURT HEARING
+----------------------------------------+----------------------------------------+
| Kiwara plc | First Quantum Minerals Ltd. |
| Registration number: 01760458 | TSX: FM |
| JSE: KWR | LSE: FQM |
| AIM: KIW | |
| ISIN: GB0007702953 | |
+----------------------------------------+----------------------------------------+
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")
and Kiwara PLC ("Kiwara", LSE AIM Symbol - "KIW", JSE Symbol "KWR") today
announce that further to the news release dated 11 January 2010 regarding the
results of the Court Meeting and the General Meeting to approve a proposed
capital reduction and sanction the scheme of arrangement pursuant to which First
Quantum would acquire the entire issued share capital of Kiwara (the "Scheme"),
the High Court of Justice in England and Wales (the "Court") approved the
Reduction of Capital and sanctioned the Scheme at the hearing held earlier
today, 28 January 2010.
The Scheme is conditional on the delivery of an office copy of the Court Order
sanctioning the Scheme and confirming the reduction of capital to the Registrar
of Companies in England and Wales. This is expected to be on 29 January 2010.
Trading in Kiwara ordinary shares on AIM has been temporarily suspended from
today, 28 February 2010 and will be suspended on the JSE from commencement of
business on Monday 1 February 2010.
Any capitalised term used but not defined in this announcement is as defined in
the shareholder circular relating to the Scheme dated 18 December 2009 (the
"Scheme Document").
Timetable
The cancellation of admission of Kiwara Shares to trading on AIM will take place
on the business day after the Scheme Effective Date. It is expected that this
will take effect at 07.00 on Monday, 1 February 2010. The last day to trade in
Kiwara Shares on the JSE will be the Scheme Effective Date and the JSE has
agreed to terminate the listing of Kiwara Shares on the JSE with effect from the
commencement of business on Tuesday, 9 February 2010, or such later date as may
be requested by Kiwara and approved by the JSE.
A further announcement will be made in due course confirming the final dates.
On Behalf of the Board of Directors
First Quantum Minerals Ltd. Kiwara Plc
G. Clive Newall Colin Bird
President Executive Chairman
Listed in Standard and Poor's
Enquiries:
+------------------------------+--------------------------------------------+
| Raju Samtani | Clive Newall |
| Kiwara plc | First Quantum Minerals Ltd |
| Tel: +44 (0)20 7581 4477 | Tel: +44 140 327 3484 |
| | |
+------------------------------+--------------------------------------------+
| Matthew Robinson/ Ed Frisby | Sharon Loung |
| FinnCap, London | First Quantum Minerals Ltd |
| Tel: +44 (0)20 7600 1658 | Tel: +1 647 346 3934 or |
| | +1 888 688 6577 |
+------------------------------+--------------------------------------------+
| Brian Chistie | Simon Hockridge |
| Sasfin Capital | Hogarth Partnership Ltd. |
| Tel: +27 (0) 11 809 7500 | Tel: +44 (0) 20 7357 9477 |
+------------------------------+--------------------------------------------+
| Suzanne Johnson-Walsh | |
| Bishopsgate Communications | |
| Tel: +44 (0) 20 7562 3350 | |
+------------------------------+--------------------------------------------+
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell any shares of either First Quantum
or Kiwara or any other securities pursuant to the Scheme or otherwise. The offer
to acquire the entire issued share capital of Kiwara by First Quantum (the
"Offer) is made solely by the Scheme Document which contains the full terms and
conditions of the Offer, including details of how the Offer may be accepted and
the Scheme approved.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders are set out in the Scheme document.
This announcement is not directed to, or intended for distribution or use by,
any person or entity that is a citizen or resident or located in any
jurisdiction where such distribution or use would be contrary to any law or
regulation or would require any registration, licensing or other permission.
Neither this announcement nor any copy of it nor the information contained in it
may be taken or transmitted in or into USA, Republic of Ireland and Japan, or
distributed, directly or indirectly, in or into USA, Republic of Ireland and
Japan, or distributed or redistributed in Japan or to any resident thereof. Any
failure to comply with these restrictions may constitute a violation of USA,
Republic of Ireland and Japanese securities laws. The distribution of this
announcement in other jurisdictions may be restricted by law, and persons into
whose possession this announcement comes should inform themselves about, and
observe, any such restrictions.
This announcement has been prepared in accordance with English law, the AIM
Rules and the JSE Listings Requirements and information disclosed may not be the
same as that which would have been prepared in accordance with the law of
jurisdictions outside England. The Offer is subject to the applicable rules and
regulations of the Financial Services Authority, LSE, and the JSE.
This announcement and the information contained herein are not an offer of
securities for sale in the United States. Neither Kiwara nor First Quantum
securities may be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Neither Kiwara nor First Quantum intend to register an offering of their
respective securities in the United States or to conduct a public offering of
any of their respective securities in the United States.
Neither Kiwara nor First Quantum's securities have been or will be registered
under the applicable securities laws of any state or jurisdiction of USA,
Republic of Ireland and Japan and, subject to certain exceptions, may not be
offered or sold within USA, Republic of Ireland and Japan or to or for the
benefit of any national, resident or citizen of USA, Republic of Ireland and
Japan.
Certain statements in this announcement may constitute "forward-looking
statements". Such forward-looking statements or information include but are not
limited to statements or information with respect to future price of copper or
gold, estimation of mineral reserves and mineral resources, our exploration and
development program, estimated future expenses, exploration and development
capital requirements, and our goals and strategies. Often, but not always,
forward-looking statements or information can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate" or "believes" or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. These statements reflect the beliefs and
expectations of the First Quantum and Kiwara directors and are subject to risks
and uncertainties that may cause actual results to differ materially. These
risks and uncertainties include, among other factors, changing business or other
market conditions and the prospects for growth anticipated by the management of
Kiwara and First Quantum. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. As a
result, you are cautioned not to place undue reliance on such forward-looking
statements. First Quantum, Kiwara and their respective advisors and each of
their respective members, directors, officers and employees disclaim any
obligation to update their view of such risks and uncertainties or to publicly
announce the result of any revision to the forward-looking statements made
herein, except where it would be required to do so under applicable law.With
respect to forward-looking statements and information contained herein, First
Quantum and Kiwara have made numerous assumptions including among other things,
assumptions about the price of copper and gold, anticipated costs and
expenditures and our ability to achieve our goals. Although their respective
managements believe that the assumptions made and the expectations represented
by such statements or information are reasonable, there can be no assurance that
a forward-looking statement or information herein will prove to be accurate.
Forward-looking statements and information by their nature are based on
assumptions and involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or
information.
See First Quantum's annual information form and quarterly and annual
management's discussion and analysis for additional information on risks,
uncertainties and other factors relating to the forward-looking statements and
information. Although First Quantum has attempted to identify factors that would
cause actual actions, events or results to differ materially from those
disclosed in the forward-looking statements or information, there may be other
factors that cause actual results, performances, achievements or events not to
be anticipated, estimated or intended. Also, many of the factors are beyond
First Quantum's control. Accordingly, readers should not place undue reliance on
forward-looking statements or information. First Quantum undertake no obligation
to reissue or update forward-looking statements or information as a result of
new information or events after the date hereof except as may be required by
law. All forward-looking statements and information made herein, are qualified
by this cautionary statement.
Nothing in this announcement is intended, or is intended to be construed, as a
forecast, projection or estimate of the future financial performance of First
Quantum or Kiwara.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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