TIDMCEY
RNS Number : 9364T
Centamin Egypt Limited
14 December 2011
For immediate release 14 December 2011
This announcement is an advertisement and not a prospectus and
investors should not subscribe for or purchase any securities
referred to in this announcement except on the basis of information
to be contained in the prospectus (the "Prospectus") to be
published by Centamin plc in due course in connection with the
admission of its ordinary shares to the premium segment of the
Official List of the Financial Services Authority and to trading on
the London Stock Exchange's main market for listed securities. A
copy of the Prospectus will, following publication, be available
from www.centamin.com.
Results of Scheme Meeting and Extraordinary General Meeting
Further to Centamin Egypt Limited's ("Centamin" or the
"Company") (LSE: CEY, TSX: CEE) announcements on 11 November and 15
November each in relation to the Company's intention to change the
corporate structure of Centamin and its subsidiaries by putting in
place a Jersey incorporated parent company, Centamin plc (the
"Redomicile"), Centamin is pleased to announce that the scheme of
arrangement to effect the Redomicile (the "Scheme") was approved by
Centamin shareholders at the Scheme meeting held earlier today,
Wednesday 14 December 2011. The Scheme was approved by 99.97% of
the total votes cast on the resolution and by 92.09% of the
shareholders who voted on the resolution.
In accordance with Section 251AA(2) of the Corporations Act 2001
(Cth), instructions in respect of proxy votes were as follows:
For Against Abstain Proxy Holder
Discretion
----------- ------------ -------- -------- -------------
Approval
of Share
Scheme 588,259,961 165,188 25,360 892,644
----------- ------------ -------- -------- -------------
The Scheme must also be approved by the Supreme Court of Western
Australia, which is scheduled to consider the Scheme at a court
hearing on 20 December 2011.
Centamin also announces that separate resolutions were passed by
Centamin shareholders at an extraordinary general meeting of
shareholders also held earlier today, Wednesday 14 December 2011
approving:
-- Centamin plc's adoption of a new Employee Share Option Plan (ESOP) (Resolution 1);
-- Centamin amending the rules of the Executive Director Loan
Funded Share Plan 2011 (Executive Director LFS Plan) (Resolution 2)
and the Employee Loan Funded Share Plan 2011 (Employee LFS Plan)
(Resolution 3) to facilitate the substitution of Centamin plc
shares for Centamin shares issued under those plans;
-- Centamin plc's adoption of an Executive Director Loan Funded
Share Plan (New Executive Director LFS Plan) (Resolution 4) and an
Employee Loan Funded Share Plan (New Employee LFS Plan) (Resolution
5).
In accordance with Section 251AA(2) of the Corporations Act 2001
(Cth), instructions in respect of proxy votes were as follows:
For Against Abstain Proxy Holder
Discretion
------------ --------------- ------------ ---------- -------- -------------
Adoption
Resolution of new
1 ESOP 662,396,048 4,124,051 18,343 932,457
------------ --------------- ------------ ---------- -------- -------------
Amendment
of Executive
Resolution Director
2 LFS Plan 662,955,888 2,532,710 27,118 934,526
------------ --------------- ------------ ---------- -------- -------------
Amendment
Resolution of Employee
3 LFS Plan 664,141,336 2,517,919 28,118 934,526
------------ --------------- ------------ ---------- -------- -------------
Adoption
of New
Executive
Resolution Director
4 LFS Plan 662,117,344 3,377,886 21,118 933,354
------------ --------------- ------------ ---------- -------- -------------
Adoption
of New
Resolution Employee
5 LFS Plan 663,300,892 3,209,135 21,518 933,354
------------ --------------- ------------ ---------- -------- -------------
For more information please contact:
Centamin Egypt Limited
Chris Aujard, General Counsel &
Company Secretary
(christopher.aujard@centamin.com)
Katharine Sutton, Head of Investor
Relations (katharine.sutton@centamin.com) +44 (0) 20 7569 1670
RBC Capital Markets (Sponsor)
Matthew Coakes
Daniel Conti +44 (0) 20 7653 4000
Buchanan
Bobby Morse
Gabriella Clinkard +44 (0) 20 7466 5000
-------------------------------------------- ---------------------
About Centamin Egypt Limited
Centamin is a mineral exploration, development and mining
company that has been actively exploring in Egypt since 1995. The
principal asset of Centamin is its interest in the Sukari Gold
Mine, located in the Eastern Desert of Egypt. Construction at the
Sukari Gold Project commenced in March 2007 with first gold being
produced in June 2009.
The Sukari Gold Mine is the first large-scale modern gold mine
in Egypt. Centamin's operating experience in Egypt gives it a
significant first-mover advantage in acquiring and developing other
gold projects in the prospective Arabian-Nubian Shield.
In 2011 Centamin acquired Sheba Exploration (UK) PLC and now has
interests in four mineral licences in Ethiopia where it is
conducting further exploration activities.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any securities or any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, such securities by any person in any
circumstances, and in any jurisdiction.
This announcement contains or may contain certain
forward-looking statements with respect to certain plans of the
Company and its current goals and expectations relating to its
future financial condition and performance and which involve a
number of risks and uncertainties. The Company cautions readers
that no forward-looking statement is a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statements. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", or other words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made
herein by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
This information is provided by RNS
The company news service from the London Stock Exchange
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