Information  X 
Enter a valid email address

Titanium Resources (SRX)

  Print      Mail a friend

Wednesday 11 July, 2007

Titanium Resources

Share Trade and Board Consent

Titanium Resources Group Ltd
11 July 2007

      Titanium Resources Group Ltd Share Transaction and TRG Board Consent

11 July 2007: The Board of Titanium Resources Group Ltd ('TRG' or the 'Company
'), a company incorporated in the British Virgin Islands, was informed yesterday
by Ospraie Management, LLC that funds managed by Ospraie Management LLC
(collectively, 'Ospraie') have purchased from Leopard Titanium Limited ('Leopard
') 26,892,476 common shares of TRG, representing 11% of the Company's issued
equity capital at a price of 65p per share.  Ospraie now holds 104,822,954
common shares, which represents 44.7% of TRG's issued equity capital. Leopard
now holds 23,427,856 common shares representing 10% of the Company's issued
equity capital.

Article 56A of the Company's Articles of Association (Takeover Provisions),
provides inter alia, that except with the consent of TRG's Board, when any
person acquires shares (whether in a single transaction or by a series of
transactions over a period of time) which, taken together with shares held by
such person or acquired by persons acting in concert with such person carry 30%
or more of the voting rights of the Company, such person ('the Offeror') shall
extend an offer to the holders of all the issued shares in the Company, on the
basis set out in Article 56A, in cash at not less than the highest price paid by
the Offeror or any person acting in concert with such person in the previous
twelve months. The highest price paid by Ospraie in the last twelve months for
TRG shares was 70p per share.

On 12 June 2007, the Board of TRG announced that it had consented to a waiver of
this obligation in the circumstances where Ospraie had just reached 32.29% of
TRG's issued share capital.  Ospraie recently approached TRG with a request for
a further waiver to increase their shareholding.

Prior to Ospraie's most recent purchase of TRG shares, the Board of TRG granted
consent to enable Ospraie to increase its shareholding to a maximum of 49%
without making a general offer. Before granting this consent, the TRG Board
considered, among other factors, the following:

  • The TRG Board believes that an offer at 70p per share would not reflect
    the current value and future prospects of the Company and accordingly would
    not be in the best interests of TRG shareholders when taken as a whole.

  • On Admission to AIM in August 2005, the Company already had a 48.2%
    shareholder in the form of Mr Jean-Raymond Boulle (whose shareholding was
    later announced as having been transferred to Leopard), so that exchanging
    one large shareholder for another should not be detrimental to other
    shareholders' interests.

  • At the request of the TRG Board, Ospraie has provided written confirmation
    that (i) it recognises the independence of TRG's  management and the TRG
    Board and the TRG Board's duty to act in the best interests of all TRG
    shareholders; (ii) it does not expect its increased shareholding to have any
    effect on the operations of the Company and (iii) if it were to increase its
    shareholding in TRG above 49% of TRG's issued share capital, it would extend
    a general offer, on the basis set out in Article 56A of TRG's Articles of

  • Ospraie and the Board of TRG have confirmed that they will ensure that any
    dealings between TRG and Ospraie are conducted on a fully arm's-length

  • With the commissioning of the dredges D2 and D3 on schedule, the Board
    believes the Company is well positioned to consolidate its position as one
    of the world's major natural rutile suppliers and that Ospraie's presence as
    a shareholder will be a positive factor in that process.

Information about Ospraie

Ospraie, founded in 2000 by Dwight Anderson, is a New York based investment
management firm focused on basic industries, natural resources and commodities
investing on a global basis.  Ospraie currently manages approximately US$6
billion and actively invests with a fundamentally driven, long-term perspective
in public and private equity and debt securities, and commodities. Ospraie
currently holds publicly reportable ownership positions in multiple companies in
various industries, including mining.


For further information:

Len Comerford / Walter Kansteiner
Titanium Resources Group Ltd                         Telephone: +44 20 7321 0000

Michael Oke / Andy Mills
Aura Financial                                       Telephone: +44 20 7321 0000

Nominated Adviser:  David Nabarro/John Wilkes
Nabarro Wells & Co. Limited                          Telephone: +44 20 7710 7400

                      This information is provided by RNS
            The company news service from the London Stock Exchange