MANTRA RESOURCES: UPDATE ON ARMZ CASH OFFER
PERTH, Western Australia, April 19 /CNW/ --
PERTH, Western Australia, April 19 /CNW/ - Mantra Resources Limited ('Mantra') (ASX:MRU, TSX:MRL) is pleased to provide the following update on the status of the
all-cash offer from JSC Atomredmetzoloto ('ARMZ') to acquire all of the
issued shares in Mantra by way of a Board recommended Scheme of
Arrangement (the 'Scheme').
If the Scheme becomes effective, Mantra shareholders will receive:
-- A$6.87 in cash for each share they own ('Scheme
Consideration'); and
-- an unfranked dividend of A$0.15 for each share they own
('Special Dividend').
The Special Dividend is conditional on shareholders approving an
amendment to Mantra's constitution at an extraordinary general meeting
('EGM') to remove the 'profits test' restriction on the payment of
dividends and permit Mantra to pay dividends out of any available
source permitted by law.
First Court Hearing
The Supreme Court of Western Australia ('Court') has approved the
despatch of the Scheme Booklet and has ordered that Mantra convene a
meeting of its shareholders to consider and, if thought fit, approve
the Scheme ('Scheme Meeting').
Release of Scheme Booklet
The Scheme Booklet will be released on the ASX and on SEDAR and will
also be available on Mantra's website at mantraresources.com.au. The
Scheme Booklet will be printed and mailed to shareholders.
Mantra shareholders should carefully read the Scheme Booklet in its
entirety and the material accompanying it before deciding whether to
vote in favour of the Scheme.
Scheme Meeting
The Scheme Meeting will be held at 2.00pm (AWST) on Friday, 20 May 2011
at Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia.
Each shareholder's vote is important in determining whether or not the
Scheme proceeds. All shareholders registered as at 5.00pm (AWST) on
Wednesday, 18 May 2011 will be entitled to vote at the Scheme Meeting,
and are encouraged to do so.
Mantra shareholders do not need to attend the Scheme Meeting in person
to vote, as their vote can be made by proxy by completing the
personalised proxy form enclosed in the Scheme Booklet mailed to
shareholders. All proxy voting instructions must be returned to
Mantra's share registry by 2.00pm (AWST) on Wednesday, 18 May 2011 in
accordance with the directions set out in the proxy form.
Extraordinary General Meeting
In order to facilitate the payment of the Special Dividend, Mantra's
constitution must first be amended by special resolution to remove the
'profits test' restriction on the payment of dividends and permit
Mantra to pay dividends out of any available source permitted by law
('Constitutional Amendment').
An EGM to consider and, if thought fit, approve the Constitutional
Amendment will be held at 1.00pm (AWST) on Friday, 20 May 2011 at Plaza
Level, BGC Centre, 28 The Esplanade, Perth, Western Australia.
Mantra will not pay the Special Dividend unless the Constitutional
Amendment is approved and the Scheme becomes effective. Details of the
EGM will be included in the notice of meeting for the EGM.
Second Court Hearing
In the event that the Scheme is approved at the Scheme Meeting and all
conditions of the Scheme are satisfied or waived, Mantra will apply to
the Court for an order approving the Scheme at a hearing to be held at
2.15pm (AWST) on Wednesday, 25 May 2011.
Independent Expert's conclusion
The Board commissioned BDO Corporate Finance (WA) Pty Ltd (the
'Independent Expert') to provide an independent expert's report on the
Scheme. The Independent Expert has concluded that the Scheme is in the
best interests of Mantra shareholders.
A complete copy of the Independent Expert's Report is contained in
Annexure 1 of the Scheme Booklet. The Directors encourage all
shareholders to read the Independent Expert's Report in its entirety.
Unanimous Board recommendation
The Directors have each concluded that the Scheme is in the best
interests of shareholders and unanimously recommend that shareholders
vote in favour of the Scheme, in the absence of a superior proposal.
The Directors' reasons for their recommendation are set out in detail
in section 2.3 of the Scheme Booklet.
Each Director intends to vote in favour of the Scheme with respect to
any shares they hold or control, in the absence of a superior proposal.
Support of Highland Park
Mantra's largest shareholder, Highland Park S.A., which holds 13.46% of
Mantra's fully diluted share capital, has represented to Mantra that it
will vote in favour of the Scheme in the absence of a Superior
Proposal. Furthermore, Highland Park S.A. has entered into a
Standstill Agreement with ARMZ under which it has agreed not to dispose
of its Mantra shares or options.
Indicative Timetable
Expected key dates for the Scheme are set out below:
Latest time and date for
receipt of proxies from 2.00pm on Wednesday, 18 May
shareholders for the EGM and 2011
Scheme Meeting
Date and time for determining 5.00pm on Wednesday, 18 May
eligibility to attend and vote 2011
at the EGM and Scheme Meeting
EGM to consider the 1.00pm on Friday, 20 May 2011
Constitutional Amendment
Scheme Meeting 2.00pm on Friday, 20 May 2011
Second Court Hearing for Wednesday, 25 May 2011
approval of the Scheme
Board to consider declaring the Wednesday, 25 May 2011
Special Dividend
Proposed Effective Date of the
Scheme Monday, 30 May 2011
Last day of trading of the
Shares on ASX and TSX
Proposed Record Date for
determination of entitlements 7.00pm on Monday, 6 June 2011
to the Scheme Consideration and
Special Dividend
Implementation Date Thursday, 9 June 2011
All times set out above are in Australian Western Standard Time (AWST)
unless stated otherwise. Mantra reserves the right to vary the times
and dates above and will announce any changes on ASX and SEDAR.
Shareholder Information Line
Shareholders will be able to contact the Shareholder Information Line
for further information on 1300 135 438 (from within Australia) or on
+61 3 9415 4350 (from outside Australia) between 8.30am and 5.00pm
(AEST) Monday to Friday.
This news release contains 'forward-looking information' that is based
on the Company's expectations, estimates and projections as of the date
on which the statements were made. This forward-looking information
includes, among other things, statements with respect to
pre-feasibility and definitive feasibility studies, the Company's
business strategy, plans, development, objectives, performance,
outlook, growth, cash flow, projections, targets and expectations,
mineral reserves and resources, results of exploration and related
expenses. Generally, this forward-looking information can be identified
by the use of forward-looking terminology such as 'outlook',
'anticipate', 'project', 'target', 'likely', 'believe', 'estimate',
'expect', 'intend', 'may', 'would', 'could', 'should', 'scheduled',
'will', 'plan', 'forecast', 'evolve' and similar expressions. Persons
reading this news release are cautioned that such statements are only
predictions, and that the Company's actual future results or
performance may be materially different.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking information. Forward-looking information is developed
based on assumptions about such risks, uncertainties and other factors
set out herein, including but not limited to the risk factors set out
in the Company's Annual Information Form.
This list is not exhaustive of the factors that may affect our
forward-looking information. These and other factors should be
considered carefully and readers should not place undue reliance on
such forward-looking information. The Company disclaims any intent or
obligations to update or revise any forward-looking statements whether
as a result of new information, estimates or options, future events or
results or otherwise, unless required to do so by law.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/April2011/19/c5233.html
Contact Information:
Mantra Resources Limited
Telephone: +61 8 9322 6322
