Results of Court Meeting and General Meeting
July 14 2008 - 7:11AM
UK Regulatory
RNS Number : 9944Y
Coal International Plc
14 July 2008
COAL INTERNATIONAL PLC
("Coal International" or the "Company")
Coal International Shareholders approve Scheme of Arrangement
London, 14 July 2008. On 29 May 2008, W. Durand Eppler, the Coal International Independent Director, and the Cambrian Independent
Directors announced their agreement on the terms of a recommended proposal for the acquisition by Cambrian Mining plc ("Cambrian") of the
whole of the issued and to be issued ordinary share capital of Coal International (other than Coal International Shares held by Cambrian or
its wholly owned subsidiary, Cambrian Investment Holdings Ltd ("CIH")) to be implemented by way of a scheme of arrangement under section 899
of the Companies Act 2006 (the "Scheme"). A circular to Coal International Shareholders in connection with the Scheme was published on 18
June 2008 (the "Scheme Document"). The Scheme requires approval by Coal International Shareholders (other than Cambrian and CIH) and the
sanction of the Court.
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.
The Coal International Independent Director is now pleased to announce that at today's meeting of Coal International Shareholders
convened by the Court, the required majority of Coal International Shareholders (other than Cambrian and CIH) approved the Scheme without
modification. At the subsequent General Meeting, also held today, Coal International shareholders passed the Special Resolution which was
proposed, as set out in the notice of General Meeting dated 18 June 2008.
The number of votes for and against the Scheme at the Court Meeting were as follows:
Number of Scheme % of Scheme Shares % of total issued Number of Scheme % of Scheme Shareholders
Shares voted voted Scheme Shares Shareholders who voted
For 16,787,795 100 26.2 41 11.0
Against Nil Nil Nil Nil Nil
At the General Meeting, the Special Resolution was passed unanimously on a show of hands.
The Scheme and the associated Reduction of Capital will also require the subsequent sanction and (as the case may be) confirmation of
the Court.
Expected Timetable of Principal Events
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 Shares: 30 July 2008
Scheme Record Time: 30 July 2008 (6.00pm)
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.
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 are 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 is 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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