Change in Shareholders & Shareholder Resolutions (3835Z)
January 13 2011 - 2:00AM
UK Regulatory
TIDMTXR
RNS Number : 3835Z
Titanium Resources Group Ltd
13 January 2011
Titanium Resources Group Limited
Change in Significant Shareholders and Shareholder
Resolutions
13 January 2011: Titanium Resources ("TRG" or "the Company")
announces that it was notified on 12 January 2011 that Pala
Investment Holdings Ltd ("Pala") had that day acquired Leopard
Titanium Limited's ("Leopard") entire 31,459,856 Ordinary Shares
("Shares") in the Company ("the Acquisition"). Following the
Acquisition, Pala now holds 146,441 353 Shares, representing
approximately 37.95% of the Company's issued Shares.
Pala has notified the Company that it has received support in
writing from holders representing Shares well in excess of 50% of
the Shares held by Independent Shareholders for the resolutions in
the form set out in the Attachment below (the "Written
Resolutions") and that it is currently obtaining written approval
of the Written Resolutions from Independent Shareholders on the
register.
Upon valid receipt by the Company of the Written Resolutions in
respect of a simple majority of the Shares held by the Independent
Shareholders on the register, which is expected shortly, the
Written Resolutions will become effective.
Upon the Written Resolutions becoming effective, Pala would then
not be required to make an offer pursuant to Article 56A of the
Company's Articles of Association to the other holders of issued
Shares (see further below).
A further announcement will be made when appropriate.
ENDS
For further information:
Titanium Resources Group
John Sisay, Chief Executive Officer
Telephone: +44 (0) 20 7321 0000
Arbuthnot Securities
Nominated Advisor & Broker
Hugh Field / Richard Johnson
Telephone: +44 (0) 20 7012 2000
Aura Financial
Michael Oke / Andy Mills
Telephone: +44 (0) 20 7321 0000
Article 56A(1) of the Company's Articles of Association
Under Article 56A(1) of the Company's Articles of Association,
except with the consent of the Independent Shareholders (as defined
by the Company's Articles of Association) by ordinary resolution,
when any person acquires Shares in the Company which, taken
together with shares already held by that shareholder or persons
acting in concert with it, carry more than 30% of the voting rights
in the Company, such person is required to extend an offer to
holders of all issued Shares in cash at the highest price paid by
the offeror, or persons acting in concert with it, in the last
twelve months.
ATTACHMENT
TITANIUM RESOURCES GROUP LIMITED (the "Company")
COMPANY NUMBER 629748
WRITTEN RESOLUTIONS OF THE INDEPENDENT SHAREHOLDERS
PURSUANT TO ARTICLE 56A(1) AND ARTICLE 82 OF THE COMPANY'S
ARTICLES OF ASSOCIATION (the "Articles")
___________________________________________________________________
Pursuant to the authority given by Article 82 of the Articles
we, the undersigned, being Independent Shareholders (as defined in
Article 56A(1) of the Company's Articles of Association) hereby
confirm that the resolutions contained herein are adopted as
ordinary resolutions of the Independent Shareholders as if they had
been passed at a general meeting of the Independent Shareholders
duly convened and held.
It is resolved:
1. THAT, for the purpose of Article 56A of the Articles, consent
is hereby provided for Pala Investments Holdings Limited ("Pala")
to acquire the 31,459,856 shares in the Company held by Leopard
Titanium Limited, thereby increasing the number of shares in the
Company held by Pala to 147,191,353, without Pala being required to
make an offer to the other holders of issued shares in the Company
pursuant to Article 56A of the Company's Articles of
Association.
2. THAT these resolutions have effect notwithstanding any other
provision of the Articles.
Pursuant to Article 82 of the Company's Articles of Association,
the Independent Shareholders' consent to the resolutions contained
herein may be in the form of counterparts and if the counterparts
shall bear different dates, shall take effect from the earliest
date on which the resolutions have been approved by an absolute
majority (as defined in the Articles) of the Independent
Shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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