NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
30 March 2010
Recommended Proposal for a Transaction involving the acquisition of Uranium Limited by Uranium Participation Corporation
Court Sanction of the Scheme of Arrangement
On 11 January 2010, Uranium Participation Corporation ("UPC") and Uranium Limited ("UL" or the "Company") announced that they had reached agreement on the terms of a recommended all share offer to be made by UPC to acquire the entire issued and to be issued share capital of UL (the "Transaction"). The Transaction is to be implemented by means of a court sanctioned scheme of arrangement pursuant to Part VIII of the Companies (Guernsey) Law 2008 (the "Scheme").
UL is pleased to announce that earlier today the Royal Court of Guernsey sanctioned the Scheme to effect the Transaction. The Scheme has now become effective in accordance with its terms.
Cancellation of admission to trading of UL's share capital on AIM will take effect from 7:00 a.m. on 31 March and the cancellation of listing on TSX is also expected to take effect from 31 March 2010.
Tel: +44 (0) 1481 234 200
Canaccord Adams Limited
(financial advisor to UL)
Tel: +44 (0)20 7050 6500
This announcement is not intended to and does not constitute, or form part of, any offer to sell, purchase or exchange or invitation to sell, purchase or exchange for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. This announcement does not constitute a prospectus or prospectus equivalent. This announcement and all other materials related to the Transaction are solely directed to UL Shareholders.
In particular, this announcement is not an offer of securities for sale in the United States and the New UPC Shares, which will be issued in connection with the Transaction, have not been, and will not be, registered under the Securities Act or under the securities law of any jurisdiction other than Canada, and no regulatory clearance in respect of the New UPC Shares has been, or will be, applied for in the United States, Australia or Japan. The New UPC Shares may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States absent registration under the Securities Act or an exemption from registration. The New UPC Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from Australia or Japan or to, or for the account or benefit of, any resident of Australia or Japan absent an exemption from registration or an exemption under relevant securities law. It is expected that the New UPC Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates", within the meaning of the Securities Act, of UPC or UL prior to, or of UPC after, the Effective Date will be subject to certain transfer restrictions relating to the New UPC Shares received in connection with the Transaction.
The Transaction will be made solely through the Scheme Documents or, if UPC elects a City Code Offer, through an Offer Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any vote, acceptance or other response to the Transaction should be made only on the basis of the information in the Scheme Documents, or the Offer Document, if applicable. UL Shareholders are advised to read the formal documentation in relation to the Transaction carefully, once it has been dispatched, as it will contain important information relating to the Transaction. The Transaction will be subject to the Conditions and further terms set out in Appendix I to this announcement and such further terms and conditions which will be set out in the Scheme Documents (or an Offer Document or any document through which the proposals of the Transaction are actually made by UPC).
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for UL and for no-one else in connection with the Transaction and will not be responsible to anyone other than UL for providing the protections afforded to clients of Canaccord Adams Limited or for providing advice in relation to the Transaction or for any other matters referred to in this announcement.
The availability of the Transaction to persons who are not resident in and citizens of Guernsey or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Further details in relation to overseas shareholders will be contained in the Scheme Documents (or an Offer Document or any document through which the proposals of the Transaction are actually made).
The release, publication or distribution of this announcement in jurisdictions other than Guernsey or the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Guernsey or the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying with the law of the Island of Guernsey and the City Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Guernsey or the United Kingdom.
NOTICE TO US AND CANADIAN INVESTORS IN UL
The Transaction relates to the shares of a company registered under the laws of the Island of Guernsey and is subject to United Kingdom and Guernsey disclosure requirements (which are different from those of Canada and the US) and is proposed to be made by means of a scheme of arrangement provided for under Companies Law 2008 of the Island of Guernsey. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom and Guernsey to schemes of arrangement which differ from the disclosure requirements and practices for Canadian or US proxy solicitations, shareholder votes or tender offers. The settlement procedure with respect to the Transaction will be consistent with United Kingdom practice, which may differ from procedures in comparable acquisitions in countries other than the United Kingdom in certain material respects. If UPC exercises its right to implement the Transaction by way of a City Code Offer, the Transaction, unless otherwise required by law, will be made in compliance with applicable United Kingdom and Guernsey laws and regulations only. Financial information included in the relevant documentation will be prepared in accordance with applicable accounting standards and may not be comparable to the financial statements of US or Canadian companies.
No securities regulatory authority in any Canadian jurisdiction and neither the Securities and Exchange Commission of the United States nor any securities commission of any state of the United States has (a) approved or disapproved of the Transaction; (b) passed upon the merits or fairness of the Transaction; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence in the United States and is an offence in Canada.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Documents and/or any other related document to any jurisdiction outside Guernsey or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.
If the Transaction is implemented by way of a City Code Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Transaction is implemented by way of a City Code Offer, the New UPC Shares to be issued in connection with such City Code Offer will not be registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered, sold, or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or such other securities laws. UPC does not intend to register any such New UPC Shares or part thereof in the United States or to conduct a public offering of the New UPC Shares in the United States.
FORWARD LOOKING STATEMENTS
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning UPC and UL. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive or market environments, regulatory changes and changes in law, future exchange and interest rates, changes in tax rates, fluctuations in the price of uranium and future business combinations or dispositions. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants.
Therefore undue reliance should not be placed on such forward-looking statements. UPC and UL assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per UPC Share or UL Share for the current or future financial years, or those of the combined entity, will necessarily match or exceed the historical published earnings per UPC Share or UL Share, respectively.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of UL or of UPC, all "dealings" in any "relevant securities" of UL or of UPC (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer under the Transaction becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of UL or of UPC, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UL or of UPC by UPC or UL, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.