22.03.2011, 14:45 4639

ARMZ makes revised all cash offer for Mantra Resources

JSC Atomredmetzoloto (ARMZ) has agreed to amend the terms of the Scheme Implementation Agreement with Mantra Resources Limited (Mantra), Kazakhstan Today reports.

Almaty. March 22. Kazakhstan Today - JSC Atomredmetzoloto (ARMZ) has agreed to amend the terms of the Scheme Implementation Agreement with Mantra Resources Limited (Mantra), Kazakhstan Today reports.

JSC Atomredmetzoloto (ARMZ) announced today that it has agreed to amend the terms of the Scheme Implementation Agreement with Mantra Resources Limited (Mantra) and the back-to-back Put/Call Agreement with its 51.4% owned subsidiary, Uranium One Inc., which were both entered into on 15 December 2010, armz.ru reported.

As previously announced, ARMZ gave Mantra notice on 17 March 2011 that it considers the series of serious incidents at the nuclear power plant in Fukushima, Japan are likely to have a material adverse effect on the business, results of operations, assets or liabilities, financial position or prospects of Mantra and, consequently, that the condition precedent relating to material adverse change was not capable of satisfaction.

Following the notice, ARMZ entered into negotiations with Mantra in an effort to explore how the transaction may proceed by way of an alternative approach (in accordance with clause 2.5(b) of the Scheme Implementation Agreement).

Under the revised agreement: Mantra shareholders will receive A$7.02, comprising A$6.87 in cash to be paid by ARMZ and an unfranked cash dividend of A$0.15 to be paid by Mantra; and ARMZ has agreed to remove the material adverse change condition in the Scheme Implementation Agreement.

Subject to an Independent Expert determining that the Revised Transaction is in the best interests of Mantra shareholders, the Directors of Mantra have agreed unanimously to recommend ARMZ's revised offer and will vote in favour of the Scheme in the absence of a superior proposal.

Mantra's strategic shareholder, Highland Park S.A., which owns 13.5% of the outstanding fully diluted share capital in Mantra, has also represented to Mantra that it supports the revised transaction and will vote in favour of the Scheme in the absence of a superior proposal.

The closing of the transaction is expected in July 2011.

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