Horizonte Minerals Acquisition Of Teck Cominco -2-

27th Jul 2010 07:30

| | 10 August | | | 2010 | +----------------------------------------------------------+------------+ | General Meeting | 10 a.m. on | | | 12 August | | | 2010 | +----------------------------------------------------------+------------+ | Completion of the Acquisition and the Quantom | 12 August | | Transaction | 2010 | +----------------------------------------------------------+------------+ | Admission and dealings in the Existing Ordinary Shares, | 13 August | | the Quantom Shares, the Consideration Shares and the | 2010 | | Placing Shares to commence on AIM | | +----------------------------------------------------------+------------+ | CREST accounts credited | 13 August | | | 2010 | +----------------------------------------------------------+------------+ | Despatch of definitive share certificates by (where | 21 August | | applicable) | 2010 | +----------------------------------------------------------+------------+ For further details of the transaction please see the letter from the Chairman to Shareholders below, which is extracted from the Admission Document. The full Admission Document and Notice of General Meeting have today been posted to Shareholders and can be accessed on the Company's website: www.horizonteminerals.com This summary should be read in conjunction with the full text of this announcement set out below. The capitalised terms used in this announcement have the same meaning as in the Admission Document. Contact: +----------------+-------------------------+--------------------------+ | Jeremy Martin | Horizonte Minerals plc | Tel: 020 7016 9132 | +----------------+-------------------------+--------------------------+ | David Hall | Horizonte Minerals plc | Tel: 020 7016 9132 | +----------------+-------------------------+--------------------------+ | Richard Baty | Westhouse Securities | Tel: 020 7601 6100 | | | Limited | | +----------------+-------------------------+--------------------------+ | Martin Davison | Westhouse Securities | Tel: 020 7601 6100 | | | Limited | | +----------------+-------------------------+--------------------------+ | Hugo de Salis | St Brides Media & | Tel: 020 7236 1177 | | | Finance Ltd | | +----------------+-------------------------+--------------------------+ | Felicity | St Brides Media & | Tel: 020 7236 1177 | | Edwards | Finance Ltd | | +----------------+-------------------------+--------------------------+ This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction, in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document and shares in the Company are not being offered to the public by means of this document. The Company's shareholders are advised to read carefully the formal documentation in relation to the Acquisition, the Quantom Transaction and the Placing once it has been dispatched. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The availability of the new shares to be issued by the Company to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law 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 and regulations of any jurisdiction outside of England. The new shares in the Company to be issued in connection with the proposed transactions may not be offered or sold in the United States except pursuant to an effective registration statement under the US Securities Act or pursuant to a valid exemption from registration. Forward looking statements This announcement, including information included or incorporated by reference in this announcement, may contain "forward looking statements" concerning the Company and Teck Cominco Brasil S.A. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. 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, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. The Company assumes no obligation and does not intend to update these forward looking statements, except as required pursuant to applicable law. LETTER FROM THE CHAIRMAN OF HORIZONTE MINERALS PLC (Incorporated and registered in England and Wales with registered number 05676866) Directors:Registered Office: David Hall 1 Berkeley Street Jeremy Martin London W1J 8DJ Allan Walker Nicholas Winer 27 July 2010 Dear Shareholder Proposal relating to the Acquisition of Teck Brazil by Horizonte, Placing of 51,261,144 new Ordinary Shares and Admission to trading on AIM, Notice of General Meeting 1. Introduction I am delighted to inform you that Horizonte Minerals plc ("Horizonte" or the "Company") today announced that it has agreed on the terms of acquisition of the whole of the issued share capital of Teck Cominco Brasil S.A. ("Teck Brazil") (the "Acquisition"). The Acquisition Agreement, which incorporates the terms of the Acquisition, was signed on 26 July 2010. The Company has also raised approximately GBP5.1 million (before expenses) through a conditional placing of approximately 51 million Placing Shares. The Company has also agreed to acquire the 50 per cent. interest in Lontra not currently held by the Horizonte group. The consideration for the Acquisition is to be satisfied by the issue, in aggregate, of such number of Ordinary Shares to Teck Resources Limited ("Teck") which will result in Teck holding 50 per cent. of the enlarged issued share capital of the Company on Admission (the "Consideration Shares"). Due to the size of the Acquisition in relation to Horizonte, the Acquisition is classified as a reverse takeover of the Company by Teck under the AIM Rules for Companies and, as such, requires the approval of Shareholders. In addition, the Acquisition is also conditional, among other things, on Horizonte raising at least GBP5 million (before expenses) in the Placing. Following completion of the Acquisition, the issue of the Placing Shares pursuant to the Placing and the issue of the Quantom Shares (being the Ordinary Shares to be issued in consideration for the acquisition of the remaining 50 per cent. interest in Lontra) Teck will have an aggregate holding of 123,280,240 Ordinary Shares, representing 50 per cent. of the Enlarged Share Capital. As Teck will be interested in more than 30 per cent. of the voting rights in the Company on Admission, in normal circumstances a general offer from Teck to the Company's Shareholders would be required under Rule 9 of the City Code to acquire all the Ordinary Shares not already owned by Teck. The Takeover Panel has, however, agreed to waive the requirement for an offer under Rule 9 that would otherwise arise on completion of the Acquisition, subject to Independent Shareholders (defined below) carrying 50 per cent. or more of the voting rights stating in writing that they would not accept such an offer. Each of the Independent Shareholders (who together are the beneficial owners of 29,888,812 Ordinary Shares, representing 50.6 per cent. of the Company's issued share capital carrying voting rights as of the date of this document) has written to the Takeover Panel to confirm that they would indeed not accept such an offer if it were made. If the Resolutions are duly passed at the General Meeting, the trading in the Existing Ordinary Shares on AIM will be cancelled and it is expected that the Enlarged Share Capital would be admitted to trading on AIM on 13 August 2010, the business day following the General Meeting. The purpose of this document, which comprises an admission document prepared (MORE TO FOLLOW) Dow Jones Newswires July 27, 2010 02:30 ET (06:30 GMT)