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Cambrian Mining PLC (CBM)

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Tuesday 23 June, 2009

Cambrian Mining PLC

Result of Court Meeting and G

RNS Number : 3544U
Cambrian Mining PLC
23 June 2009
 

AIM: CBM

Cambrian Mining Plc

('Cambrian' or 'the Company')


Cambrian Shareholders approve Scheme of Arrangement


London23 June 2009: On 20 May 2009 the Cambrian Independent Directors, and the Western Canadian Coal Corp. ('Western') Independent Directors announced their agreement on the terms of a recommended proposal for the acquisition by Western of the whole of the issued and to be issued ordinary share capital of Cambrian (other than the Cambrian Share held by Western) to be implemented by way of a scheme of arrangement under section 899 of the Companies Act 2006 (the 'Scheme').  A circular to Cambrian Shareholders in connection with the Scheme was published on 26 May 2009 (the 'Scheme Document'). The Scheme requires approval by the requisite majority of Cambrian Shareholders, the passing of a Special Resolution at a General Meeting, and the sanction of the Court.


Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.


The Cambrian Independent Directors are pleased to announce that at today's meeting of Cambrian Shareholders convened by the Court, the required majority of Cambrian Shareholders approved the Scheme without modification.  At the subsequent General Meeting, also held today, Cambrian shareholders passed the proposed Special Resolution, as set out in the notice of General Meeting dated 26 May 2009.


The number of votes for and against the Scheme at the Court Meeting were as follows:



Number of Scheme Shares voted

% of Scheme Shares voted

% of issued Scheme Shares 

Number of Scheme Shareholders

% of Scheme Shareholders voting

For

50,117,275

99.94

42.41

288

4.20

Against

29,042

0.06

0.02

20

0.29


At the General Meeting, the Special Resolution was passed unanimously on a show of hands.


The Scheme and the associated Reduction of Capital remain conditional upon the subsequent sanction and (as the case may be) confirmation of the Court.


The General Meeting of Western Canadian Coal Corp. Shareholders will be held at 1000 am PST on Thursday 24 June 2009.


Expected Timetable of Principal Events

The following times and dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the Scheme and confirms the Reduction of Capital and whether the Conditions are either satisfied or, if capable of waiver, waived.


Last day of dealings in Cambrian Shares:    9 July 2009


Scheme Record Time:                                  6.00 p.m. on 9 July 2009


Court Hearing Date                                        10 July 2009


Effective Date of the Scheme:                       13 July 2009


Cancellation of Cambrian Shares:                 14 July 2009


Latest date of despatch of consideration:       27 July 2009


This announcement is not intended to, and does not constitute or form part of any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction.  


The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction.  Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.  New Western Shares in the hands of certain US Persons are subject to certain restrictions which are set out in the Scheme Document.

 

Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction.  Further details in relation to overseas shareholders will be contained in the Scheme Document.

 

This announcement has been prepared in accordance with English Law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with jurisdictions outside England The Proposal is subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Takeover Code.


Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cambrian and no one else in connection with the Proposal and will not be responsible to anyone other than Cambrian for providing the protections afforded to clients of Singer Capital Markets or for providing advice in relation to the Proposal or any other matters referred to in this announcement.

 


For further information please contact:


Cambrian Mining Plc

Mark Burridge / Braam Jonker

+44 (0)20 7409 0890

Singer Capital Markets

Jeff Keating

+44 (0)20 3207500

Seymour Pierce

Mark Percy

+44 (0)20 7107 8000

Scott Harris

Stephen Scott / Ian Middleton

+44 (0)20 7653 0030




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