Extension of Deadline for Private Treaty Sale
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN.
FOR IMMEDIATE RELEASE 28 October 2011
Extension of Deadline for Private Treaty Sale
LONDON, ENGLAND – 28 October 2011: Pala Investments Holdings Limited ("Pala"),
through its wholly-owned subsidiary, Pala Minerals Limited ("PML"),
announced on 3 October 2011 that shareholders of Sierra Rutile Limited
(AIM: SRX) ("Sierra Rutile") would be able to sell their
shares directly to Pala at a price of 30 pence per share by private
treaty and that applications from Sierra Rutile shareholders wishing to
sell their shares directly to Pala by private treaty must be received by
no later that 1.00pm (London time) on 1 November 2011. Today Pala
announces that this deadline will be extended to 1.00pm (London time) on
4 November 2011, the same deadline as the Improved Offer.
Applications from Sierra Rutile shareholders wishing to sell their
shares directly to Pala by private treaty must be received by no later
than 1.00 p.m. (London time) on 4 November 2011. Sierra Rutile
shareholders who have already accepted Pala’s offer can elect the
private treaty option and ensure they receive the benefits of the price
of 30 pence per Sierra Rutile share even if the Improved Offer lapses.
Sierra Rutile shareholders should refer to Pala's announcement of 3
October 2011 for full details on the procedure for applying to sell
Sierra Rutile shares directly to Pala by private treaty.
This announcement should be read in conjunction with the full text of
the announcements of 7 September 2011 and 3 October 2011 (including
their respective Appendices) and 11 October 2011 and 25 October 2011.
The Acceptance Condition and the further terms of the Improved Offer
are set out in Appendix I to PML’s earlier offer announcement made on 7
September 2011 (the "Original Offer Announcement") (as modified by
paragraph 4 of the announcement of the 3 October 2011 (the "Improved
Offer Announcement")). Unless the context otherwise requires,
definitions used in the Original Offer Announcement and Improved Offer
Announcement also apply to this announcement.
Pala Investments AG
Pala Investments Holdings Limited is a multi-strategy investment company
dedicated to investing in, and creating value across, the mining sector
in both developed and emerging markets. Pala's exclusive investment
advisor, Pala Investments AG, has extensive experience within the mining
sector. Pala seeks to assist companies in which it has long-term
shareholdings by providing strategic advice and innovative financing
solutions. For more information, visit www.pala.com.
Application of the City Code on Takeovers and Mergers (the "Code")
By virtue of its status as a company incorporated in the British Virgin
Islands, the Code does not apply to Sierra Rutile. Shareholders are
reminded that whilst Sierra Rutile's articles of association require
offers to be made on terms that would be required by the Code, save to
the extent that the Board of Sierra Rutile otherwise determines, the
Panel on Takeovers and Mergers does not have responsibility for ensuring
compliance with the Code in respect of the Improved Offer and is not
able to answer shareholders' queries in relation to Sierra Rutile, Pala
or the Improved Offer.
In particular, the Board of Sierra Rutile has confirmed to Pala that it
does not intend to require Opening Position Disclosures and Dealing
Disclosures (as referred to in the Code) to be made by shareholders
(other than PML and persons acting in concert with PML) in accordance
with Rule 8 of the Code. Shareholders are reminded that public
disclosures consistent with the provisions of Rule 8.3 of the Code
should not be e-mailed to the Panel on Takeovers and Mergers.
The Improved Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality (including,
without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities exchange
of the United States, Canada, Australia or Japan. Accordingly, except as
required by applicable law, copies of this announcement are not being,
and may not be, mailed or otherwise forwarded, distributed or sent in,
into or from the United States, Canada, Australia or Japan. Persons
receiving this announcement (including, without limitation, nominees,
trustees or custodians) must not forward, distribute or send it into the
United States, Canada, Australia or Japan.
The availability of the Improved Offer to Sierra Rutile Shareholders who
are not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions. In particular, as described in Appendix I of
the Original Offer Announcement, the Improved Offer will not be made
directly or indirectly into the United States, Canada, Australia or
Japan. Sierra Rutile Shareholders who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements and read paragraph 6 of Part B, paragraph (c) of Part C and
paragraph (c) of Part D of Appendix I of the Original Offer Announcement
before taking any action.
Publication of this announcement
A copy of this announcement will be available at www.pala.com
by no later than 12.00 p.m. (London time) on the business day after the
date of this announcement. You can obtain a hard copy of this
announcement or any information incorporated by reference by contacting
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol, BS99 6AH. You will not receive a hard copy of this announcement
or any information incorporated by reference unless you so request. You
may also inform Computershare that you wish all future documents,
announcements and information in relation to the Improved Offer be sent
to you in hard copy.