Notice of Annual General Meeting
African Minerals Limited (AIM: AMI) is pleased to provide details of the convening of the Annual General Meeting for the year ended 2010.
The notice of the Annual General Meeting convened for 9 September 2011 has been posted to Shareholders. In addition to the business typically conducted by the Company at its Annual General Meeting (the approval of the accounts, the reappointment of the auditors and those directors retiring by rotation), this year the Company is proposing an additional resolution to amend its Bye-laws to allow the Company to give notices to Shareholders electronically including by use of the Company’s website and to incorporate certain takeover provisions for the benefit of Shareholders as detailed in Appendix 1. A brief description of the effect of the takeover provisions is set out below.
Amendment to Bye-laws: Takeover Provisions
At this point in the Company’s development, the Directors think it is appropriate to amend the Articles of the Company to provide investors with protections, as far as is possible, similar to those provided by the UK Takeover Code.
As the Company is registered in Bermuda, the City Code on Takeovers and Mergers (the “City Code“) does not apply to the Company and Bermuda law does not contain any provisions similar to those applicable in the UK which are designed to regulate the way in which takeovers are conducted.
The Company is therefore proposing to amend the Company’s Bye-laws at the Meeting to introduce certain takeover provisions similar to those typically found in the constitutional documents of companies quoted in the UK which are not subject to the City Code.
Accordingly, Resolution No 3 to be proposed at the Meeting will amend the Company’s Bye-laws to insert a new Bye-law 156 which will contain certain takeover protections, although these will not provide the full protections afforded by the City Code. To the extent permitted under the Companies Act 1981 of Bermuda, as amended, the new Bye-law 156 will adopt certain of the provisions of the City Code, including provisions dealing with compulsory takeover offers (to the extent permitted by Bermuda law), which are to be administered by the Board. Bye-law 156 is to have effect only during such times as the City Code does not apply to the Company.
The Board will have full authority to determine the application of Bye-law 156, including the deemed application of the whole or any part of the City Code, and such authority will include all the discretion that the Panel would exercise if the whole or part of the City Code applied.
Further details of the relevant provisions are set out in the notice of Annual General Meeting which is available on the African Mineral Limited’s website at www.african-minerals.com.
Notwithstanding the above, the City Code does not, and will not, apply to the Company or to the Common Shares and the Panel will not be responsible for enforcing any City Code provision which is incorporated into the Company’s Bye-laws.
Please note that registered Shareholders may vote in person at the Meeting even if they have previously returned a Form of Proxy. Non-registered Shareholders who receive these materials through their broker or other intermediary should complete and return the Form of Proxy in accordance with the instructions provided by their broker or intermediary. To be effective a Form of Proxy must be received by Computershare Investor Services Inc. not later than 11am (London, UK time) on 7 September 2011 or, in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment thereof (the “Deposit Deadline”). The Company may waive compliance with the preceding sentence and accept proxies deposited after the Deposit Deadline but before the commencement of the Meeting or any adjournment thereof.
Additional detailed information relating to the Company may be found on the Company’s website at www.african-minerals.com. Shareholders may contact the Company to request a copy of the Company’s annual report and audited accounts at African Minerals Engineering Limited, 5 Stratton Street, London, W1J 8LA.Contacts: African Minerals Limited +44 20 3435 7600 Mike Jones Aura Financial +44 20 7321 0000 Michael Oke / Andy Mills Deutsche Bank +44 207 545 8000 Rupert Green
African Minerals is developing its Tonkolili iron ore project in Sierra Leone, with a JORC compliant resource of 12.8Bnt. The project, which currently has a 60+ year mine-life, is being developed in 3 phases. Phase I of the project is fully funded and at full capacity is expected to produce 12 million tonnes of iron ore per annum once it ramps up from initial production in Q4 2011. Phases II and III are expected to boost production incrementally by 23Mtpa and 45Mtpa respectively. African Minerals and its contractors currently employ approximately 6,200 people in Sierra Leone, 78% of whom are Sierra Leonean nationals.
The Company is also developing significant port and rail infrastructure to support the development of the project, via its subsidiary African Rail and Port Services (SL) Limited (“ARPS”), in which the Government of Sierra Leone has the right to acquire a 10% interest. With the exception of this interest, the Tonkolili project companies are wholly owned by AML.
The amended Bye-laws of the Company will contain certain takeover protections, although these will not provide the full protections afforded by the City Code. The provisions are summarised below:
- To the extent permitted under the Companies Act 1981 of Bermuda, as amended, Bye-law 156 will adopt certain of the provisions of the City Code, including provisions dealing with compulsory takeover offers (to the extent permitted by Bermuda law), which are to be administered by the Board. Bye-law 156 will have effect only during such times as the City Code does not apply to the Company.
- Under Bye-law 156, a person must not: (i) acting by himself or with persons determined by the Board to be acting in concert, seek to acquire an interest in Common Shares which carry 30 per cent. or more of the voting rights attributable to the Common Shares; or (ii) whilst he, acting by himself or with persons determined by the Board to be acting in concert, is interested in Common Shares which, in aggregate, carry 30 per cent. but not more than 50 per cent. of voting rights, acquire, by himself or with persons determined by the Board to be acting in concert, an interest in additional Common Shares which, taken together with the interest in Common Shares held by the persons determined by the Board to be acting in concert with him, increase his voting rights, except as a result of a “Permitted Acquisition” (meaning an acquisition either consented to by the Board, or made in compliance with Rule 9 of the City Code, or arising from the repayment of a stock borrowing arrangement on arm’s length commercial terms or arising as a result of the Company redeeming or purchasing its own Common Shares); or (iii) effect or purport to effect an acquisition which would breach or not comply with Rules 4 (restricting the buying of shares in an offer period), 5 (requiring a mandatory offer in a creeping acquisition), 6 (regarding the minimum cash price to be offered in a bid) or 8 (disclosure of interests during an offer period) of the City Code (as amended from time to time), if the Company were subject to the City Code.
- Where the Board has reason to believe that any of such circumstances has taken place, it may take all or any of certain measures: (i) require the person(s) appearing to be interested in Common Shares of the Company to provide such information as the Board considers appropriate; (ii) have regard to such public filings as may be necessary to determine any of the matters under Bye-law 156; (iii) make any determination under Bye-law 156 as it thinks fit, either after calling for submissions by the relevant person(s) or without calling for any; (iv) determine that the voting rights attached to such Common Shares in breach of the Bye-laws, (the “Excess Shares“) are from a particular time incapable of being exercised for a definite or indefinite period; (v) determine that some or all of the Excess Shares are to be sold; (vi) determine that some or all of the Excess Shares will not carry any right to any dividends or other distributions from a particular time for a definite or indefinite period; and (vi) take such actions as it thinks fit for the purposes of Bye-law 156, including prescribing rules not inconsistent with Bye-law 156, setting deadlines for the provision of information, drawing adverse inferences where information requested is not provided, making determinations or interim determinations, executing documents on behalf of a Shareholder, converting any Excess Shares held in uncertificated form into certificated form and vice-versa, paying costs and expenses out of proceeds of sale, and changing any decision or determination or rule previously made.
- The Board will have full authority to determine the application of Bye-law 156, including the deemed application of the whole or any part of the City Code and any such authority shall include all the discretion that the Panel would exercise if the whole or part of the City Code applied. Any resolution or determination made by the Board, any director of the Company or the chairman of any meeting acting in good faith will be final and conclusive and will not be open to challenge as to its validity or on any other ground whatsoever. The Board will not be required to give any reason for any decision or determination it makes.
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