Business
Offer for Braemore
Offer for Braemore.
About this update from Jubilee Metals Group Plc
[{"type":"text","content":"\n RNS Number : 0811V Jubilee Platinum PLC 03 July 2009 \n \n\nJubilee Platinum plc\n(A company incorporated in England and Wales with Registration number: 4459850)\nISIN: GB0031852169\nJSE Share Code: JBL / AIM Share Code: JLP\n('Jubilee')\n\nBraemore Resources plc\n(A company incorporated in England and Wales with Registration number: 5350550)\n(South African registration number: 2008/013973/10)\nISIN: GB00B06GJQ01\nJSE Share Code: BRE / AIM Share Code: BRR\n('Braemore')\n\nJOINT ANNOUNCEMENT OF A FIRM INTENTION BY JUBILEE TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BRAEMORE AND WITHDRAWAL OF BRAEMORE CAUTIONARY ANNOUNCEMENT\n\n \n1. INTRODUCTION\n\nFurther to the Braemore and Jubilee cautionary announcements on 16 June 2009 and 29 June 2009 respectively, Jubilee wishes to announce its firm intention to make an offer to acquire the entire issued and to be issued share capital of Braemore (the 'Offer') (the 'Offer Shares'). Pursuant to an implementation agreement (the 'Implementation Agreement') dated 3 July 2009 between Braemore and Jubilee, the Offer will be implemented by way of a scheme of arrangement (the 'Scheme') in accordance with Part 26 of the UK Companies Act of 2006, as amended (the 'Act'), to be proposed by Jubilee between Braemore and its shareholders ('Scheme Members'). Upon the Scheme becoming effective, Braemore will become a wholly owned subsidiary of Jubilee and Braemore's listing on AIM (a market operated by the London Stock Exchange plc) and on the Johannesburg Stock Exchange operated by the JSE Limited ('JSE') will be cancelled. \n\nA further announcement setting out the detailed terms, salient dates and times of the Scheme will be made to Braemore shareholders and a circular containing the final terms of the Offer will be posted to the shareholders of Braemore in due course.\n\nShould the Scheme not become effective, Jubilee has reserved its right to effect the Offer by way of a takeover offer within the meaning of Part 28 of the Act (the 'Substitute Offer'), further details of which are set out in paragraph 8 below.\n\nDue to its place of central management and control not being in the UK, the Channel Islands or the Isle of Man, Braemore is not subject to the UK City Code on Takeovers and Mergers. Braemore is, how...