Posting of Scheme Circular
June 19 2008 - 3:43AM
UK Regulatory
RNS Number : 0659X
Coal International Plc
19 June 2008
AIM: CLN
COAL INTERNATIONAL PLC
("Coal International", or the "Company")
Posting of Scheme Circular
and
Cancellation of Admission
London, 19 June 2008. W. Durand Eppler, the Coal International Independent Director refers shareholders to the joint announcement made
by the Company and Cambrian Mining Plc ('Cambrian') on 29 May 2008 about the recommended proposal for the acquisition of Coal International
by Cambrian to be implemented by means of a scheme of arrangement pursuant to Section 899 of the Companies Act 2006 between Coal
International and its shareholders (the 'Scheme').
The Coal International Independent Director now announces that, on 16 June 2008, the High Court of Justice of England and Wales made an
order pursuant to Section 896 of the Companies Act 2006 in connection with the Scheme that Coal International may convene a Court Meeting
for 10.00 a.m. on 14 July 2008 of the Scheme Shareholders for the purpose of considering, and if thought fit, approving the Scheme. A
general meeting ('GM') of Coal International has been convened for 10.15 a.m. on the same day (or as soon thereafter as the Court Meeting
has concluded or been adjourned).
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document (as defined below).
Posting of Scheme Document
The Scheme circular containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the Companies
Act 2006), notices of the required meetings, a timetable of principal events, and details of the action to be taken by Coal International
Shareholders has been posted to all Coal International Shareholders and, for information, holders of Options (the 'Scheme Document').
Court Meeting and GM
As described in the Scheme Document, the Scheme will require the approval of the Scheme Shareholders at the Court Meeting, and the
passing of a special resolution at the GM. The Scheme and associated Reduction of Capital will also require the subsequent sanction and (as
the case may be) confirmation of the Court.
Both Meetings will be held at the offices of Trowers & Hamlins, Sceptre Court, 40 Tower Hill, London EC3N 4DX. Copies of (amongst other
documents) the Scheme Document are available (during normal business hours) for inspection at the offices of Trowers & Hamlins until the end
of the Offer Period. In addition a copy of the Scheme Document will be available on the Company's website at
http://www.coal-international.com.
Suspension of trading and cancellation of Admission
Application will be made to the London Stock Exchange for the suspension of trading in Coal International Shares at 7.00am on 31 July
2008 and therefore the last day of dealings in Coal International Shares will be 30 July 2008, being the day immediately prior to the Court
Hearing of the application to sanction the Scheme and to confirm the Reduction of Capital.
The Company wishes to notify that application will also be made to the London Stock Exchange for the cancellation of admission to
trading on AIM of the Coal International Shares conditional upon the Scheme being sanctioned by the Court and becoming effective on the
Effective Date. The notice period of not less than 20 business days prior to cancellation referred to in Rule 41 of the AIM Rules has
commenced today. It is anticipated that cancellation of admission to trading will take effect at 7.00am on 4 August 2008.
Expected Timetable of Principal Events
Latest time for lodging Forms of 10.00 a.m. on 12 July 2008*
Proxy for Court Meeting (blue form):
Latest time for lodging Forms of 10.15 a.m. on 12 July 2008
Proxy for GM (green form):
Voting Record Time: 6.00 p.m. on 12 July 2008
Court Meeting: 10.00 a.m. on 14 July 2008
GM: 10.15 a.m. on 14 July 2008
* A blue Form of Proxy for the Court Meeting not lodged by this time may be handed to the Chairman at the Court Meeting.
The following times and dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the
Scheme and confirms the Reduction of Capital and whether the Conditions are either satisfied or, if capable of waiver, waived.
Last day of dealings in Coal International 30 July 2008
Shares:
Scheme Record Time: 6.00 p.m. on 30 July 2008
Hearing Date: 31 July 2008
Effective Date of the Scheme: 1 August 2008
Cancellation of Coal International Shares: 4 August 2008
Latest date for despatch of consideration: 14 August 2008
This announcement is not intended to, and does not constitute or form part of any offer to sell or an invitation to purchase or
subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Coal
International Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been dispatched.
The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons
who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
New Cambrian Shares in the hands of certain US Persons are subject to certain restrictions which are set out in the Scheme Document.
Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in
or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such
jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared in accordance with English Law, the Takeover Code and the AIM Rules and information disclosed may
not be the same as that which would have been prepared in accordance with jurisdictions outside England. The Proposal will be subject to the
applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Takeover Code.
Landsbanki, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Cambrian and no one else in connection with the Proposal and will not be responsible to anyone other than Cambrian for providing the
protections afforded to clients of Landsbanki or for providing advice in relation to the Proposal or any other matters referred to in this
announcement.
Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for Coal International and no one else in connection with the Proposal and will not be responsible to anyone other than Coal International
for providing the protections afforded to clients of Cenkos Securities or for providing advice in relation to the Proposal or any other
matters referred to in this announcement.
For further information contact:
Coal International Plc
W. Durand Eppler, Chief Executive +44 (0)20 7409 0890
Bankside Consultants
Oliver Winters +44 (0)20 7367 8874
Cenkos Securities plc
Ivonne Cantax Hartley +44 (0)20 7397 8900
Will Dymott/Joe Nally +44 (0)20 7397 8918
This information is provided by RNS
The company news service from the London Stock Exchange
END
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