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SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
SUBSCRIPTION AND SHAREHOLDERS AGREEMENT.
About this update from Metals Exploration Plc
[{"type":"text","content":"\n \n\n\n\n\n\nRNS Number : 5690C Metals Exploration PLC 08 March 2011 \n \n\nMETALS EXPLORATION PLC\n \nSUBSCRIPTION AND SHAREHOLDERS AGREEMENT\n \nNOTICE OF GENERAL MEETING\n \n \nThe Directors of Metals Exploration are pleased to announce that the Company has today entered into a subscription and shareholders' agreement with, inter alia, Solomon Capital and certain Shareholders.\n \nFurther details of the Proposals set out in the Subscription and Shareholders' Agreement are set out below.\n \n1. Background\n \nOn 23 July 2010, Solomon Capital announced a cash offer for the entire issued and to be issued share capital of the Company at 13p per share, valuing the Company, including \"in the money\" share options and warrants, at approximately £35.76 million.\n \nOn 20 August 2010, Solomon Capital published the Solomon Offer Document setting out the formal terms of the Solomon Offer. On 6 September 2010, Solomon Capital declared the Solomon Offer wholly unconditional, holding (together with persons acting in concert with it) approximately 53.97 per cent. of the entire issued share capital of the Company at that time. As at 8 March 2011, Solomon Capital owns 180,706,958 Metals Exploration Shares, representing approximately 67 per cent. of the entire issued share capital of the Company.\n \nOn 17 September 2010, the Independent Director made a statement that he had been informed that certain Independent Shareholders had made a written submission to the Panel expressing concerns that a concert party, comprising Solomon Capital and Reef Securities Limited, was in existence at the time of the subscription by Solomon Capital for Ordinary Shares in January 2009 and/or in May and July 2009 and that these subscriptions were in breach of Rule 9 of the City Code and that if the Panel were to rule that a breach of Rule 9 had occurred at any of these times, a mandatory bid obligation may be triggered at a price higher than 13p per Ordinary Share. Pending the outcome of a review, the Panel required Solomon Capital to make no purchases of Metals Exploration Shares (save in relation to valid acceptances of the Solomon Offer) and that the Solomon Offer should remain open for acceptances until further notice.\n \nOn 27 September 2010, Solomon C...