Results of General Meeting
19 8월 2010 - 8:31PM
UK Regulatory
TIDMTMP
RNS Number : 3398R
Templar Minerals Limited
19 August 2010
Not for release, publication or distribution, in whole or in part, in, directly
or indirectly, or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction
Templar Minerals Ltd/ Epic: TMP / Market: AIM / Sector: Mining & Exploration
19 August 2010
Templar Minerals Limited ('Templar Minerals' or 'the Company')
Results of General Meeting
Templar Minerals Ltd, the AIM quoted international mining and exploration
company, announces that at the General Meeting of the Company held today in
connection with the Circular posted to Shareholders on 30 July 2010, all
resolutions were passed. The Circular was primarily concerned with the
Company's potential acquisition of Ortac Resources PLC, which owns 100% of the
highly prospective Kremnica Gold Project in Slovenia.
The following resolutions were passed at the General Meeting:
1. (A) the proposed acquisition by the Company of Ortac Resources PLC;
1. (B) subject to Resolution 1(A) above being passed, authorise the Board to
bind the Company to the Scheme;
2. Approve change of name of the Company to Ortac Resources Limited;
3. Adopt new Memorandum and Articles of Association;
4. Appoint Anthony Balme as a director of the Company;
5. Appoint Dorian L. Nicol as a director of the Company; and
6. Appoint Vassilios Carellas as a director of the Company.
Executive Director Charles Wood said, "We are pleased that Shareholders have
approved the acquisition of Ortac and, assuming that Ortac Shareholders also
vote in favour of the transaction, this will herald Templar's transformation
into a gold exploration and development company with an initial focus in a
highly prospective and producing gold mining district. The Kremnica Gold
Project provides us with a foothold in the region and I am confident this will
lend significant traction as we look to build a portfolio of gold assets."
+------------------+-----------------------+--------------------+
| For further information please visit www.templarminerals.com |
| or contact: |
+---------------------------------------------------------------+
| Charles Wood | Templar Minerals | Tel: +44 (0) 20 |
| | Limited | 7016 5100 |
+------------------+-----------------------+--------------------+
| Roland Cornish | Beaumont Cornish | Tel: +44 (0) 20 |
| | Limited | 7628 3396 |
+------------------+-----------------------+--------------------+
| Rosalind Hill | Beaumont Cornish | Tel: +44 (0) 20 |
| Abrahams | Limited | 7628 3396 |
+------------------+-----------------------+--------------------+
| Hugo de Salis | St Brides Media & | Tel: +44 (0) 20 |
| | Finance Ltd | 7236 1177 |
+------------------+-----------------------+--------------------+
| Lottie | St Brides Media & | Tel: +44 (0) 20 |
| Brocklehurst | Finance Ltd | 7236 1177 |
+------------------+-----------------------+--------------------+
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Templar
Minerals and no one else in connection with the Scheme and other matters
described in this announcement and will not be responsible to anyone other than
Templar Minerals for providing the protections afforded to customers of Beaumont
Cornish or for providing advice in relation to the Scheme or any other matter
described in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Scheme should be made only on the basis of information referred to in the
Scheme Document which Ortac intends to dispatch shortly to its Shareholders and,
for information only, to participants in the Ortac Option Schemes.
The availability of the Scheme to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3. Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Templar confirms that it is on the date of this announcement making an Opening
Position Disclosure, which discloses the details required to be disclosed by it
under Rule 8.1(a) of the City Code.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.templarmineral.com and
http://www.laytons.com/client-pages/ortac.asp
To become effective, the Scheme requires, amongst other things:
(a) approval at the Court Meeting by the necessary majorities of the
Scheme Shareholders present and voting, either in person or by proxy;
(b) the passing of the special resolution at the Ortac General Meeting;
(c) the sanction of the Scheme and confirmation of the capital reduction
of Ortac by the Court at the Court Hearing;
(d) Admission of the Enlarged Share Capital; and
(e) the satisfaction or waiver of the other Implementation Conditions
The timetable for Completion remains as follows:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+--------------------------------------------+------------------+
| | |
+--------------------------------------------+------------------+
| Effective Date of the Scheme | 15 September |
| | 2010 |
+--------------------------------------------+------------------+
| Admission of the Enlarged Share Capital | 15 September |
| and dealings expected to commence on AIM | 2010 |
+--------------------------------------------+------------------+
| CREST accounts credited by | 15 September |
| | 2010 |
+--------------------------------------------+------------------+
| Despatch of definitive certificates by | 30 September |
| | 2010 |
+--------------------------------------------+------------------+
Unless expressly stated otherwise, all future times and dates referred to in the
Document are subject to change at the discretion of the Company and Beaumont
Cornish Limited and shall be BST.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+----------------------+-------------------------------------+
| "Acquisition" | the proposed acquisition by the |
| | Company of the entire issued share |
| | capital of Ortac pursuant to the |
| | terms of the Scheme |
+----------------------+-------------------------------------+
| "Admission" | the admission of the Enlarged Share |
| | Capital to trading on AIM becoming |
| | effective in accordance with the |
| | AIM Rules on implementation of the |
| | Scheme in accordance with its terms |
+----------------------+-------------------------------------+
| "AIM" | the AIM market operated by the |
| | London Stock Exchange |
+----------------------+-------------------------------------+
| "Beaumont Cornish" | Beaumont Cornish Limited, the |
| | Company's nominated adviser and |
| | broker, who is authorised and |
| | regulated by the FSA |
+----------------------+-------------------------------------+
| "City Code" | the City Code on Takeovers and |
| | Mergers |
+----------------------+-------------------------------------+
| "Company" or | Templar Minerals Limited, a company |
| "Templar" | incorporated and registered in BVI |
| | with company number 1396532 |
+----------------------+-------------------------------------+
| "Conditions" | the conditions to the completion of |
| | the Acquisition being, inter alia, |
| | (i) the GM Resolutions being passed |
| | at the General Meeting, (ii) the |
| | Scheme becoming effective in |
| | accordance with its terms and (iii) |
| | Admission |
+----------------------+-------------------------------------+
| "Court" | High Court of Justice in England |
| | and Wales |
+----------------------+-------------------------------------+
| "Court Hearing" | the hearing of the petition by the |
| | Court (to sanction the Scheme) |
+----------------------+-------------------------------------+
| "Court Meeting" | the meeting of the Ortac |
| | Shareholders convened by order of |
| | the Court pursuant to Part 26 of |
| | the Companies Act 2006 to consider |
| | and, if thought fit, approve the |
| | Scheme, including any adjournment |
| | thereof |
+----------------------+-------------------------------------+
| "Court Order" | the order of the court sanctioning |
| | the scheme under Part 26 of the |
| | Companies Act 2006 and confirmation |
| | of the reduction of capital of |
| | Ortac in accordance with the terms |
| | of the Scheme under Part 26 of the |
| | Companies Act |
+----------------------+-------------------------------------+
| "Directors" | the Existing Directors, excluding |
| | David Lenigas, and the Proposed |
| | Directors of the Company whose |
| | names are set out on page 3 of this |
| | Document |
+----------------------+-------------------------------------+
| "Document" | the Admission Document of Templar |
| | Minerals Limited, dated 30 July |
| | 2010 |
+----------------------+-------------------------------------+
| "Effective Date" | the date on which the Scheme |
| | becomes effective in accordance |
| | with its terms, which is expected |
| | to be 15 September 2010 |
+----------------------+-------------------------------------+
| "General Meeting" or | the general meeting of the |
| "GM" | Shareholders to be held at Ogier |
| | House, St Julian's Avenue, St Peter |
| | Port, Guernsey, GY1 1WA on 19 |
| | August 2010 at 10am BST, notice of |
| | which is contained in Part VII of |
| | the Document |
+----------------------+-------------------------------------+
| "GM Resolutions" | the resolutions set out in the |
| | Notice of General Meeting contained |
| | in Part VII of this Document and |
| | "GM Resolutions" shall be construed |
| | accordingly |
+----------------------+-------------------------------------+
| "Hearing Date" | the date of the Court Hearing at |
| | which the Court Order is made |
+----------------------+-------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+----------------------+-------------------------------------+
| "Ordinary Shares" | ordinary shares of no par value |
| | each in the capital of the Company |
+----------------------+-------------------------------------+
| "Ortac" | Ortac Resources Plc, a company |
| | incorporated in England under |
| | company number 06418951 |
+----------------------+-------------------------------------+
| "Ortac General | the general meeting (and any |
| Meeting" | adjournment thereof) of Ortac |
| | Shareholders convened in connection |
| | with the Scheme to be held at |
| | Laytons Carmelite 50 Victoria |
| | Embankment Blackfriars London |
| | EC4Y 0LS at 10.15 a.m. on 25 |
| | August 2010 to consider and, if |
| | thought fit, to approve the special |
| | resolution in relation to the |
| | Scheme (with or without amendment), |
| | notice of which is set out in part |
| | 9 of the Scheme document |
+----------------------+-------------------------------------+
| "Scheme" | the proposed scheme of arrangement |
| | for the implementation of the |
| | Acquisition pursuant to Part 26 of |
| | the Companies Act 2006 between |
| | Ortac and the Scheme Shareholders, |
| | with or subject to any modification |
| | or addition thereto or condition |
| | approved or imposed by the Court |
| | and agreed by the Company and Ortac |
+----------------------+-------------------------------------+
| "Scheme Document" | the circular addressed to the Ortac |
| | Shareholders proposing the Scheme |
| | which was posted to Ortac |
| | Shareholders by Ortac on or about |
| | 30 July 2010 |
+----------------------+-------------------------------------+
| "Scheme Record Date" | the Business Day immediately |
| | preceding the Hearing Date |
+----------------------+-------------------------------------+
| "Scheme Record Time" | 6:00 pm on the Scheme Record Date |
+----------------------+-------------------------------------+
| "Scheme Shareholder" | a person who appears as a holder of |
| | Scheme Shares in the register of |
| | members of Ortac at the Scheme |
| | Record Time |
+----------------------+-------------------------------------+
| "Scheme Shares" | the Ortac Shares which will be |
| | purchased by the Company upon the |
| | Scheme becoming effective |
+----------------------+-------------------------------------+
| "Shareholder" | a holder of Ordinary Shares |
+----------------------+-------------------------------------+
| "Takeover Panel" | the Panel on Takeovers and Mergers |
+----------------------+-------------------------------------+
+----------------------+-------------------------------------+
| "UK" or "United | the United Kingdom of Great Britain |
| Kingdom" | and Northern Ireland |
+----------------------+-------------------------------------+
| "Voting Record Time" | 6:00 pm on the day which is two |
| | days before the date of the Court |
| | Meeting, or if the Court Meeting is |
| | adjourned, 48 hours before the time |
| | set for any such adjourned meeting |
+----------------------+-------------------------------------+
**ENDS**
This information is provided by RNS
The company news service from the London Stock Exchange
END
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