TIDMTTM TIDMUML
Offer for Uranium Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
11 January 2010
Recommended Proposal for a Transaction
involving the acquisition of
Uranium Limited
by
Uranium Participation Corporation
By way of scheme of arrangement pursuant to The Companies (Guernsey) Law, 2008,
as amended
Summary
- The Boards of UPC and UL are pleased to announce that they have reached agreement on the terms of a
recommended all share offer to be made by UPC to acquire the entire issued and to be issued share capital of
UL, subject to the Conditions.
- It is intended that the Transaction will be implemented by means of a court sanctioned scheme of
arrangement pursuant to Part VIII of the Companies Law 2008 and in accordance with the City Code. However,
UPC reserves the right to elect to implement the Transaction by means of a City Code Offer.
- Under the terms of the Scheme, the holders of Scheme Shares will receive 0.50 of one UPC Share for
each Scheme Share held.
- The Transaction values the existing issued ordinary share capital of UL at approximately GBP84.3
million and each UL share at 204.3 pence based on the closing price of one UPC Share of Cdn$6.76 on 8
January 2010, being the last trading day for UPC Shares on the TSX prior to the date of this announcement
(at an exchange rate of GBP1 to Cdn$1.6542).
- No dividends or other distributions will be declared, made or paid hereafter until the Effective
Date. If, despite the prohibition above, any dividends or other distributions are so declared, made or
paid, an appropriate adjustment will be made to the number of New UPC Shares to be issued for each Scheme
Share under the Transaction.
- The UL Shares will be acquired by UPC as fully paid and free from all Encumbrances together with all
rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other
distributions declared, made or paid hereafter.
- The per share consideration represented by 0.50 of a New UPC Share for each UL Share pursuant to the
Scheme (or, if applicable, the City Code Offer) represents:
- a premium of 27.7% based on the Closing Price of UL Shares and UPC Shares on 8
January 2010, being the last trading day for UPC Shares on the TSX, and for UL
Shares on AIM, prior to the date of this announcement;
- a premium of 18.6% based on the volume weighted average trading prices of UL
Shares and UPC Shares for the 30 day trading period of each security ending on 8
January 2010, being the last trading day for UPC Shares on the TSX, and for UL
Shares on AIM, prior to the date of this announcement; and
- a premium of 7.0% to UL's NAV, based on the Closing Price of UPC Shares on 8
January 2010, being the last trading day for UPC Shares on the TSX, and on UL's
NAV of GBP1.91 per UL Share, as reported as at 31 December 2009.
- The New UPC Shares to be issued pursuant to the Transaction will represent 19.4% of the enlarged
issued share capital of UPC following completion of the Transaction, calculated on the basis of the existing
issued ordinary share capital of UL. The issuance of the New UPC Shares is subject to approval by the
current holders of the UPC Shares by ordinary resolution at the UPC Meeting.
- The New UPC Shares will be issued credited as fully paid and non-assessable and will rank pari passu
in all respects with the existing issued UPC Shares.
- Application will be made to the TSX for the New UPC Shares issued pursuant to the Transaction to be
listed for trading on the TSX. The New UPC Shares will not be listed for trading or trade on any other stock
exchange.
- The Transaction has been unanimously recommended by the Directors of UL.
- The Transaction has been unanimously recommended by the Directors of UPC entitled to vote.
- UL is a non-cellular investment company limited by shares registered in the Island of Guernsey which
provides investors with investment exposure to the price of uranium.
- UPC is based in Canada and is a corporation under the Business Corporations Act (Ontario) which
invests substantially all of its assets in uranium with the primary objective of achieving appreciation in
the value of its uranium holdings and the mission to provide an alternative for investors interested in
holding uranium.
- The UL Board believes that the Transaction should lead to the following benefits:
- a substantially improved trading relationship with NAV for the New UPC Shares relative to existing
UL Shares. Over the last twelve months, UL Shares have consistently traded at a discount to NAV averaging
21.0% over the period, by contrast UPC Shares have traded with a much closer relation to NAV, and at an
average discount of 1.9% to NAV over the same period;
- significantly enhanced liquidity for the New UPC Shares in comparison with existing UL Shares. Over
the last twelve months, UL Shares have traded at an average daily reported volume of approximately 66,348
shares on AIM and 2,812 shares on the TSX, which contrasts with an average daily reported volume for UPC
Shares of approximately 323,424 shares on the TSX over the same period;
- improved access to the equity capital markets, which may further increase the shareholder base and
consequently liquidity, and enable the combined entity to better take advantage of future opportunities in
the uranium market; and
- participation in a combined entity, with comparable investment objectives and strategy to UL,
thereby ensuring that UL shareholders will retain a similar market exposure and risk profile to that
delivered by their current holding in UL.
- The sole Director of UL who holds UL Shares has irrevocably undertaken to vote in favour of the
Scheme at the Meetings (or, if the Transaction is implemented by way of City Code Offer, to accept or
procure acceptance of such offer) in respect of his own legal and beneficial holdings of 22,095 UL Shares in
aggregate, representing approximately 0.05% of UL's existing issued ordinary share capital and 0.05% of the
issued UL Shares entitled to vote at the Court Meeting.
- In addition, UPC has received an irrevocable undertaking from QVT Financial LP, on behalf of QVT
Fund LP (the largest UL Shareholder) and Quintessence Fund L.P., to vote in favour of the Scheme at the
Meetings (or, if the Transaction is implemented by way of a City Code Offer, to accept or procure acceptance
of such offer). The irrevocable undertaking is in respect of 11,837,535 UL Shares in aggregate,
representing approximately 28.7% of UL's existing issued ordinary share capital and 28.7% of the issued UL
Shares entitled to vote at the Court Meeting.
- In the aggregate, therefore, UPC has received irrevocable undertakings to vote in favour of the
Scheme in respect of 11,859,630 UL Shares, representing approximately 28.8% of UL's existing issued ordinary
share capital and 28.8% of the issued UL Shares entitled to vote at the Court Meeting.
- The irrevocable undertaking of QVT ceases to be binding, inter alia, if (i) the Transaction lapses
or is withdrawn, or (ii) if a third party, not acting in concert with QVT announces a firm intention to make
an offer for UL on terms which represent in the reasonable opinion of UPC's financial advisor an improvement
of 10% or more on the value of UPC's offer and UPC does not improve its offer to be at least as favourable,
in the reasonable opinion of UPC's financial advisor, as the value of such third party offer or (iii) if the
Directors of UL withdraw, qualify or adversely modify their unanimous unqualified recommendation to UL
Shareholders to vote in favour of the Scheme.
- Appendix I sets out the Conditions and certain further terms which, together with such further terms
and conditions as may be set out in the Scheme Documents or the Offer Documents (as the case may be) will
apply to the Transaction. Appendix II contains information on the source of certain information contained
in this announcement. Certain terms used in this announcement are defined in Appendix III.
Commenting on the Transaction, Richard H. McCoy, Chairman of the Board of UPC, said:
"This Transaction allows UPC to grow accretively and at a lower cost than a
comparable equity financing and market purchase of uranium. We believe that both UL
and UPC shareholders will benefit from enhanced trading liquidity for their shares
and the expectation that trading values will closely track underlying NAV."
Commenting on the Transaction, Kelvin Williams, Non-Executive Chairman of UL, said:
"This Transaction provides UL shareholders with a significant premium to the current
price of the company's shares and with ownership in a highly-liquid uranium
investment vehicle. We are pleased that this deal preserves for UL shareholders a
comparable exposure to anticipated uranium price upside."
This summary should be read in conjunction with and is subject to, the full text of the following
announcement. The Transaction is subject to the Conditions and further terms set out in the Appendices and
to be set out in the Scheme Documents.
Enquiries:
UPC Tel: +1 (416) 979 1991
Ron Hochstein
James Anderson
Cormark Securities Inc. Tel: +1 (800) 461 2275
(financial advisor to UPC)
Peter Grosskopf
Boris Novansky
Adam Spencer
UL Tel: +44 (0) 1481 234 200
Kelvin Williams
William Scott
Canaccord Adams Limited Tel: +44 (0)20 7050 6500
(financial advisor to UL)
Rory O'Sullivan
Ryan Gaffney
Henry Fitzgerald-O'Connor
In accordance with Rule 19.11 of the City Code, a copy of this announcement can be found at
www.uraniumlimited.com.
This announcement is not intended to and does not constitute, or form part of, any offer to sell, purchase
or exchange or invitation to sell, purchase or exchange for any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Transaction or otherwise. This announcement does not
constitute a prospectus or prospectus equivalent. This announcement and all other materials related to the
Transaction are solely directed to UL Shareholders.
In particular, this announcement is not an offer of securities for sale in the United States and the New UPC
Shares, which will be issued in connection with the Transaction, have not been, and will not be, registered
under the Securities Act or under the securities law of any jurisdiction other than Canada, and no
regulatory clearance in respect of the New UPC Shares has been, or will be, applied for in the United
States, Australia or Japan. The New UPC Shares may not be offered, sold, or delivered, directly or
indirectly, in, into or from the United States absent registration under the Securities Act or an exemption
from registration. The New UPC Shares may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in, into or from Australia or Japan or to, or for the account or benefit of, any resident of
Australia or Japan absent an exemption from registration or an exemption under relevant securities law. It
is expected that the New UPC Shares will be issued in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities
laws, persons (whether or not US persons) who are or will be "affiliates", within the meaning of the
Securities Act, of UPC or UL prior to, or of UPC after, the Effective Date will be subject to certain
transfer restrictions relating to the New UPC Shares received in connection with the Transaction.
The Transaction will be made solely through the Scheme Documents or, if UPC elects a City Code Offer,
through an Offer Document, which will contain the full terms and conditions of the Transaction, including
details of how to vote in respect of the Transaction. Any vote, acceptance or other response to the
Transaction should be made only on the basis of the information in the Scheme Documents, or the Offer
Document, if applicable. UL Shareholders are advised to read the formal documentation in relation to the
Transaction carefully, once it has been dispatched, as it will contain important information relating to the
Transaction. The Transaction will be subject to the Conditions and further terms set out in Appendix I to
this announcement and such further terms and conditions which will be set out in the Scheme Documents (or an
Offer Document or any document through which the proposals of the Transaction are actually made by UPC).
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for UL and for no-one else in connection with the Transaction and will not be responsible to
anyone other than UL for providing the protections afforded to clients of Canaccord Adams Limited or for
providing advice in relation to the Transaction or for any other matters referred to in this announcement.
Cormark Securities Inc., which is authorised and regulated in Canada by IIROC, is acting exclusively for UPC
and for no-one else in connection with the Transaction and will not be responsible to anyone other than UPC
for providing the protections afforded to clients of Cormark Securities Inc, or for providing advice in
relation to the Transaction or for any other matters referred to in this announcement.
The availability of the Transaction to persons who are not resident in and citizens of Guernsey or the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of
which they are citizens. Further details in relation to overseas shareholders will be contained in the
Scheme Documents (or an Offer Document or any document through which the proposals of the Transaction are
actually made).
The release, publication or distribution of this announcement in jurisdictions other than Guernsey or the
United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than Guernsey or the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the proposed Transaction disclaim any responsibility or liability
for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying with the law of the Island of Guernsey and
the City Code, 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 of jurisdictions outside Guernsey or the
United Kingdom.
NOTICE TO US AND CANADIAN INVESTORS IN UL
The Transaction relates to the shares of a company registered under the laws of the Island of Guernsey and
is subject to United Kingdom and Guernsey disclosure requirements (which are different from those of Canada
and the US) and is proposed to be made by means of a scheme of arrangement provided for under Companies Law
2008 of the Island of Guernsey. Accordingly, the Transaction is subject to the disclosure requirements and
practices applicable in the United Kingdom and Guernsey to schemes of arrangement which differ from the
disclosure requirements and practices for Canadian or US proxy solicitations, shareholder votes or tender
offers. The settlement procedure with respect to the Transaction will be consistent with United Kingdom
practice, which may differ from procedures in comparable acquisitions in countries other than the United
Kingdom in certain material respects. If UPC exercises its right to implement the Transaction by way of a
City Code Offer, the Transaction, unless otherwise required by law, will be made in compliance with
applicable United Kingdom and Guernsey laws and regulations only. Financial information included in the
relevant documentation will be prepared in accordance with applicable accounting standards and may not be
comparable to the financial statements of US or Canadian companies.
No securities regulatory authority in any Canadian jurisdiction and neither the Securities and Exchange
Commission of the United States nor any securities commission of any state of the United States has (a)
approved or disapproved of the Transaction; (b) passed upon the merits or fairness of the Transaction; or
(c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the
contrary is a criminal offence in the United States and is an offence in Canada.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the
Scheme Documents and/or any other related document to any jurisdiction outside Guernsey or the United
Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdiction before taking any action.
If the Transaction is implemented by way of a City Code Offer, it will be made in accordance with the
procedural and filing requirements of the US securities laws, to the extent applicable. If the Transaction
is implemented by way of a City Code Offer, the New UPC Shares to be issued in connection with such City
Code Offer will not be registered under the Securities Act or under the securities laws of any state,
district or other jurisdiction of the United States and may not be offered, sold, or delivered, directly or
indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or such other securities laws. UPC does not
intend to register any such New UPC Shares or part thereof in the United States or to conduct a public
offering of the New UPC Shares in the United States.
FORWARD LOOKING STATEMENTS
This announcement, including information included or incorporated by reference in this announcement, may
contain "forward-looking statements" concerning UPC and UL. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking
statements. Among the factors that could cause actual results to differ materially from those described in
the forward-looking statements are changes in the global, political, economic, business, competitive or
market environments, regulatory changes and changes in law, future exchange and interest rates, changes in
tax rates, fluctuations in the price of uranium and future business combinations or dispositions. The
forward-looking statements involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. 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.
Therefore undue reliance should not be placed on such forward-looking statements. UPC and UL assume no
obligation and do not intend to update these forward-looking statements, except as required pursuant to
applicable law.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted
to mean that earnings per UPC Share or UL Share for the current or future financial years, or those of the
combined entity, will necessarily match or exceed the historical published earnings per UPC Share or UL
Share, respectively.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or
indirectly) in 1% or more of any class of "relevant securities" of UL or of UPC, all "dealings" in any
"relevant securities" of UL or of UPC (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the
London business day following the date of the relevant transaction. This requirement will continue until
the date on which the offer under the Transaction becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of UL or of UPC, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UL or of UPC
by UPC or UL, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be
disclosed, and the number of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional
or absolute, to changes in the price of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks above are defined in the City Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
11 January 2010
Recommended Proposal for a Transaction
involving the acquisition of
UL Limited
by
Uranium Participation Corporation
By way of scheme of arrangement pursuant to The Companies (Guernsey) Law 2008, as amended
1 Introduction
The Boards of UPC and UL are pleased to announce that they have reached agreement on the terms of
a recommended all share offer to be made by UPC to acquire the entire issued and to be issued
share capital of UL, subject to the Conditions.
2 The Transaction
It is intended that the Transaction will be implemented by means of a court sanctioned scheme of
arrangement pursuant to Part VIII of the Companies Law 2008 and in accordance with the City Code.
However, UPC reserves the right to elect to implement the Transaction by means of a City Code
Offer.
Under the terms of the Transaction, the holders of Scheme Shares will receive:
For each UL Share 0.50 New UPC Share
Fractions of a New UPC Share will not be issued.
The Transaction values the existing issued ordinary share capital of UL at approximately GBP84.3
million and each UL Share at 204.3 pence based on the Closing Price of one UPC Share of Cdn$6.76
on 8 January 2010, being the last trading day for UPC Shares on the TSX prior to the date of this
announcement (at an exchange rate of GBP1 to Cdn$1.6542).
No dividends or other distributions will be declared, made or paid on the UL Shares hereafter
until the Effective Date. If, despite the prohibition above, any dividends or other distributions
are so declared, made or paid on the UL Shares, an appropriate adjustment will be made to the
number of New UPC Shares to be issued for each Scheme Share under the Transaction.
- The per share consideration represented by 0.50 of a New UPC Share for each UL
Share pursuant to the Scheme of Arrangement (or, if applicable, the City Code
Offer) represents:
- a premium of 27.7% based on the Closing Price of UL Shares and UPC Shares
on 8 January 2010, being the last trading day for UPC Shares on the TSX,
and for UL Shares on AIM, prior to the date of this announcement;
- a premium of 18.6% based on the volume weighted average trading prices of
UL Shares and UPC Shares for the 30 day trading period of each security
ending on 8 January 2010, being the last trading day for UPC Shares on
the TSX, and for UL Shares on AIM, prior to the date of this
announcement; and
- a premium of 7.0% to UL's NAV, based on the Closing Price of UPC Shares
on 8 January 2010, being the last trading day for UPC Shares on TSX, and
on UL's NAV of GBP1.91 per UL Share, as reported as at 31 December 2009.
The New UPC Shares to be issued pursuant to the Transaction will represent 19.4% of the enlarged
issued share capital of UPC following completion of the Transaction, calculated on the basis of
the existing issued ordinary share capital of UL.
The New UPC Shares will be issued credited as fully paid and non-assessable and will rank pari
passu in all respects with the existing issued UPC Shares.
Application will be made to the TSX for the New UPC Shares issued pursuant to the Transaction to
be listed for trading on the TSX. The issuance of the New UPC Shares is subject to approval by
the current holders of the UPC Shares by ordinary resolution at the UPC Meeting.
The New UPC Shares will not be listed for trading or trade on any other stock exchange.
The UL Shares will be acquired by UPC as fully paid up and free from all Encumbrances together
with all rights now or hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions declared, made or paid hereafter.
The conditions and certain further terms of the Transaction are set out or referred to in Appendix
I which, together with such further terms and conditions as may be set out in the Scheme Documents
or the Offer Documents (as the case may be), will apply to the Transaction.
3 Background to, and reasons for, the Transaction and UPC's intentions in relation to UL
Since its inception, the mission of UPC has been to provide an investment alternative for
investors interested in holding uranium. The strategy of UPC is to invest in holdings of uranium
and not to actively speculate with regard to short-term changes in uranium prices. This strategy
provides investors with an ability to invest in uranium in a manner that does not directly include
risks associated with investments in companies that engage in the exploration, mining and
processing of uranium.
UPC has satisfied investor demand by conducting equity financings and market purchases of uranium.
UPC's criteria when considering a public offering and purchase of uranium are principally the
following:
- the trading price of its shares in relation to its NAV;
- the availability of uranium in the spot market at attractive prices; and
- the level of investor demand for UPC Shares.
With these criteria, the Board of UPC, can determine if growing UPC's uranium holdings is
attractive. Since May 2005, UPC has completed eight public offerings, raising gross proceeds of
Cdn$647.0 million, and a further Cdn$31.2 million from the exercise of previously issued warrants.
As UPC grows and issues new equity, current and future shareholders benefit from increased trading
liquidity, allowing them to buy and sell UPC Shares based on their own views on current and future
uranium prices.
In considering whether to proceed with the Transaction, Directors of UPC evaluated the
aforementioned criteria and a number of factors, including its stated strategy to invest in
uranium with the goal of long-term value appreciation.
The Directors of UPC have determined that the Transaction is attractive to UPC and its
shareholders for the following reasons:
- allows UPC to acquire additional uranium at an attractive price relative to both its
historic average cost and its outlook for the long-term price;
- provides current UPC shareholders with increased uranium holdings per share and increased
NAV per share;
- the Transaction is a lower cost alternative relative to a public equity offering and
uranium purchase of equivalent scale; and
- the growth in the issued and outstanding share capital of UPC will lead to improved
trading liquidity for UPC Shareholders.
As a result of the Transaction, UPC will hold 7,250,000 pounds of U3O8 and 2,374,230 kgU of UF6.
4 Background to the recommendation
UL's shares have, since July 2008, been trading at a discount to its NAV per share. The Board of
UL have considered alternatives to achieve a reduction in the discount to its NAV per share,
primarily by improving liquidity and trading volumes. In an effort to improve liquidity and
achieve share price appreciation, UL on 30 December 2008 listed its shares on the TSX. This
listing has however failed to improve the liquidity of UL's Shares and trading volumes have
remained low throughout 2009.
The share price discount to NAV prevents UL from raising funds by the issue of further equity
capital, not only as it is commercially unattractive to its existing shareholders, but UL's
articles of incorporation do not permit UL to issue share capital at a discount to its prevailing
NAV.
The Board of UL recognise that UPC Shares have consistently exhibited better liquidity and greater
trading volume than UL Shares. As a result, UPC's shares have historically not suffered from
trading at a persistent discount to NAV, which is in contrast to UL Shares.
The Board of UL believes that the Transaction will enable UL Shareholders to benefit from the
better liquidity offered by UPC's shares, as well as their greater parity with NAV.
Based on UPC's history of successful financings that have broadened their shareholder base and
improved liquidity, the Board of UL believes that UPC will also be in a better position to raise
finance through the issue of equity capital, and therefore are better able to take advantage of
future opportunities in the uranium market.
The Board of UL believes that the Transaction will enable UL Shareholders to benefit from improved
trading liquidity, a better relation of the share price to NAV, and long term capital appreciation
as envisaged by current forecasts for uranium prices. Under the Transaction, UL Shareholders will
receive shares in a company with comparable investment objectives and strategy to UL, thereby
ensuring that they will retain a similar market exposure and risk profile to that delivered by
their current holding in UL.
5 Irrevocable undertakings
Anthony Pickford, the sole Director of UL owning UL Shares, has irrevocably undertaken in respect
of his own legal and beneficial holdings of 22,095 UL Shares, in aggregate representing
approximately 0.05% of the existing issued ordinary share capital of UL, and 0.05% of the issued
UL Shares entitled to vote at the Court Meeting, to vote in favour of the Scheme at the Meetings
(or, in the event that the Transaction is implemented by way of City Code Offer, to accept or
procure acceptance of such offer). This irrevocable undertaking will remain binding even if a
competing offer is made for UL.
In addition, QVT Financial LP ("QVT"), on behalf of QVT Fund LP (the largest UL Shareholder) and
Quintessence Fund L.P., has irrevocably undertaken to vote in favour of the Scheme at the Meetings
(or, in the event that the Transaction is implemented by way of a City Code Offer, to accept or
procure acceptance of such offer) in respect of 11,837,535 UL Shares in aggregate, representing
approximately 28.7% of UL's issued ordinary share capital and 28.7% of the issued UL Shares
entitled to vote at the Court Meeting.
In the aggregate, therefore, UPC has received irrevocable undertakings to vote in favour of the
Scheme, in respect of 11,859,630 UL Shares, representing approximately 28.8% of UL's existing
issued ordinary share capital and 28.8% of the issued UL Shares entitled to vote at the Court
Meeting.
The irrevocable undertaking of QVT ceases to be binding, inter alia, if (i) the Transaction lapses
or is withdrawn, or (ii) if a third party, not acting in concert with QVT announces a firm
intention to make an offer for UL on terms which represent in the reasonable opinion of UPC's
financial advisor an improvement of 10% or more on the value of UPC's offer and UPC does not
improve its offer to be at least as favourable, in the reasonable opinion of UPC's financial
advisor, as the value of such third party offer or (iii) if the Directors of UL withdraw, qualify
or adversely modify their unanimous unqualified recommendation to UL Shareholders to vote in
favour of the Scheme.
6 Information on UPC and the UPC Group
UPC is an investment holding company which invests substantially all of its assets in uranium,
either in the form of uranium oxide in concentrates ("U3O8") or uranium hexafluoride ("UF6"), with
the primary investment objective of achieving appreciation in the value of its uranium holdings.
UPC's mission is to provide an investment alternative for investors interested in holding uranium.
UPC's constating documents prescribes that at least 85% of the gross proceeds of any issue of
shares must be invested in, or held for future acquisitions, of uranium. Denison Mines Inc., a
wholly owned subsidiary of Denison Mines Corp., is the Manager of UPC. The Manager does not have
any ownership interest in UPC, and the two companies do not have any directors in common.
The Manager conducts its services under a management services agreement with UPC (the "Management
Services Agreement"). The Management Services Agreement has an initial term of five years,
commencing 30 March 2005, and continues thereafter unless terminated by either party upon 180 days
previous written notice. UPC has the right to terminate the Management Services Agreement for an
unremedied breach by the Manager of any of its material obligations under the Management Services
Agreement or otherwise in accordance with its terms.
Under the Management Services Agreement, the Manager is required to manage UPC's activities in
accordance with commercially reasonable and prudent business practices and may delegate, with the
approval of the Board of UPC and at its own cost, any of its duties or obligations under the
Management Services Agreement to any third party. All purchases and sales of uranium are made by
the Manager on behalf of UPC in accordance with the Management Services Agreement and title of
uranium purchases remains with UPC. The Manager is obligated to use commercially reasonable
efforts to purchase and sell the uranium at the best prices available to it over a prudent period
of time. All lending arrangements for uranium are conducted in accordance with the instructions
of UPC's Board. In addition to its responsibilities for purchasing or selling uranium for and on
behalf of UPC, the Manager is required to arrange for storage of the uranium, arrange insurance
coverage, prepare regulatory filing materials and reports for shareholders, furnish office
facilities, provide officers for UPC and generally manage UPC's business and affairs.
UPC's NAV at 30 November 2009 was Cdn$543,773,000.
UPC was incorporated under the laws of the Province of Ontario, Canada in 2005. UPC is authorized
to issue an unlimited number of common shares without par value. The number of issued and
outstanding UPC Shares as at the date hereof is 85,697,341. The UPC Shares are listed for trading
on the TSX under the ticker symbol "U".
UPC carries on its operations through its wholly-owned subsidiaries UPC Participation Alberta
Corp. (Alberta, Canada) and Uranium Participation Cyprus Limited (Cyprus). UPC also has a branch
office in Luxembourg.
An investment in UPC Shares provides an investment alternative for investors interested in
investing in uranium. The UPC Shares represent an indirect interest in physical uranium owned by
UPC.
The strategy of UPC is to invest in holdings of uranium and not to actively speculate with regard
to short-term changes in uranium prices. This strategy will provide investors with an ability to
effectively invest in uranium in a manner that does not directly include risks associated with
investments in companies that engage in the exploration, mining and processing of uranium.
All uranium owned by UPC is stored at licensed uranium conversion or enrichment facilities in
Canada, France and the United States. UPC's Manager negotiates storage arrangements with the
facilities on behalf of UPC. In order for the Manager to remove the uranium held in storage on
behalf of UPC, a certified resolution of its Board of Directors must be delivered to the Manager
authorizing such transfer.
As the primary investment objective of UPC is appreciation in the value of its uranium holdings,
rather than selling any part thereof, the expenses of UPC are required to be satisfied by cash on
hand that is not otherwise invested. Revenue is also generated through the lending of uranium.
7 Information on UL
UL is a non-cellular investment company limited by shares registered in the Island of Guernsey. UL
provides investors with the opportunity to invest in uranium and obtain investment exposure to the
price of uranium in a manner that does not directly or indirectly include all of the risks
associated with investment in companies that explore for, mine and process uranium. The investment
objective of UL is to achieve long-term capital appreciation by buying and holding uranium assets
in duly licensed facilities, which are located in Canada, France, the United States, South Africa,
Germany, the Netherlands and the United Kingdom.
The strategy of UL is to hold uranium for the long term and not to actively speculate with regard
to short-term changes in the price of uranium. UL has adopted the following investment guidelines:
- at least 90% of any net proceeds receivable by UL must be invested in, or held for future
acquisitions of, uranium with the balance retained to meet some of its operating expenses;
- UL holds, but does not actively trade or speculate in, uranium, but it may acquire further
uranium from time to time, or may sell some of the uranium which it holds if the Board
considers that it would be appropriate to do so at the relevant time; and
- UL will seek to lend a proportion of the uranium which it owns and to use the proceeds to
meet some of its operating expenses. Such loans will be made to third parties after
consideration of credit worthiness, credit concentration issues and the provision of
appropriate security and other risk mitigation measures.
UL invests substantially all of its assets in uranium, either in the form of U3O8 or UF6.
UL reported a NAV and adjusted NAV as at 31 December 2009 of GBP78,635,235 (US$127,555,787) or GBP1.91
per share (US$3.09 per share). The diluted NAV and adjusted diluted NAV as at 31 December 2009 was
also GBP1.91 per share (US$3.09 per share). For the period ended 30 June 2009 UL reported an
operating profit of US$485,246 (period to 30 June 2008: a loss of US$1.7 million) and a net loss
of US$26.3 million (period to 30 June 2008: a loss of US$217.0 million).
The UL Shares are listed for trading on AIM and the TSX under the ticker symbol "UML".
8 Directors and Management
Upon completion of the Transaction, Kelvin Williams will be invited to join the Board of UPC. All
other UL Directors have notified UPC of their intention to resign as Directors of UL upon
completion of the Transaction. It is intended that the Manager of UPC, Denison Mines Inc., will be
appointed the manager of UL.
9 Share Options
Pursuant to a share option agreement dated 18 July 2006 between UL and Nufcor International
Limited (the "Option Holder"), an option exists to purchase 2,475,000 shares in UL at GBP2.05 per
share (the "Options"). The Options expire on 21 July 2011.
The terms of the Options do not provide for their compulsory exercise on UL being subject to the
Scheme or a City Code Offer.
As a result the Options may, or may not, be exercised by the Option Holder before the Effective
Date in the commercial discretion of the Option Holder.
UPC will make a proposal to the holders of Options in due course.
10 Structure of the Transaction
It is intended that this Transaction will be implemented by means of a court sanctioned scheme of
arrangement pursuant to Part VIII of the Companies Law 2008 and in accordance with the City Code.
However, UPC reserves the right to elect to implement the Transaction by means of a City Code
Offer.
The purpose of the Scheme is for UPC to become the owner of the entire issued and to be issued
ordinary share capital of UL. This is to be achieved by the transfer of the Scheme Shares to UPC
in consideration of the issue by UPC to UL Shareholders of New UPC Shares in the ratio of 0.50 New
UPC Share for each Scheme Share.
Fractions of a New UPC Share will not be issued.
Implementation of the Scheme will require, among other things, the approval of the holders of the
Scheme Shares (together with persons held to be in the same class) at the Court Meeting and the
sanction of the Scheme by the Court.
The procedure involves an application by UL to the Court to sanction the Scheme and to confirm the
transfer of all the Scheme Shares to UPC, in consideration for which the holders of the Scheme
Shares at the Scheme Record Time will receive New UPC Shares (on the basis described above).
To become effective, the Scheme requires, amongst other things, the approval of a majority in
number representing 75% or more in value of the holders of the Scheme Shares (together with
persons held to be in the same class), or the relevant classes thereof, if applicable, (excluding
any Scheme Shares held as treasury shares) present and voting, either in person or by proxy, at
the Court Meeting and at any separate class meeting, if applicable, which may be required by the
Court, or any adjournment of such meeting, together with the sanction of the Court and the passing
of resolutions necessary to implement the Scheme. The Scheme will only become effective upon the
Court sanctioning the Scheme. Upon the Scheme becoming effective, it will be binding on all
holders of Scheme Shares, irrespective of whether or not they attended or voted at the Court
Meeting.
The Scheme will contain a provision for UL to consent, on behalf of all persons concerned, to any
modification of or addition to the Scheme or to any condition that the Court may approve or
impose.
The issuance of the New UPC Shares is subject to approval of the TSX and the approval of the
holders of a majority of the UPC Shares present and voting, either in person or by proxy, at the
UPC Meeting, or at any adjournment of such meeting. A circular to UPC Shareholders convening the
UPC Meeting will be posted shortly.
Further details of the Scheme, including the timetable for its implementation, will be set out in
the Scheme Documents, which are expected to be posted to holders of Scheme Shares shortly. An
indicative but non-binding timetable of the principal events related to the Scheme is as follows:
Event Indicative timing
- Court hearing to order Court Meeting 5 February 2010
- Posting of Scheme Documents 8 February 2010
- Court Meeting and UL shareholder meeting to approve 9 March 2010
the Scheme
- UPC shareholder meeting to approve the issue of New 16 March 2010
UPC Shares
- Court hearing to sanction the Scheme (if the Scheme 30 March 2010
is approved by UL Shareholders) and Effective Date of the
Scheme (if sanction of the Court is received)
- Delisting of UL Shares from AIM and TSX 31 March 2010
- Listing of New UPC Shares 31 March 2010
- Latest date for New UPC Shares to be delivered in 14 days after Effective Date
exchange for Scheme Shares to UL Shareholders
All dates in this announcement which relate to the implementation of the Scheme are indicative
only and subject to the approval of the Court and to the Conditions being satisfied and the issue
and listing of the New UPC Shares.
A more detailed timetable will be included in the Scheme Documents.
11 Implementation Agreement and inducement fee
UL and UPC have entered into an Implementation Agreement which sets out, among other things,
various matters in relation to the implementation of the Scheme (or, if applicable the City Code
Offer), the conduct of UL's business prior to the Effective Date or the lapse or withdrawal of the
Transaction, including the right of UPC to match any competing offer, and a non-solicit
undertaking from UL.
UL has agreed that it will not, directly or indirectly, solicit, initiate or knowingly encourage
or otherwise facilitate the initiation of or seek to procure the submission of any competing
proposal. In addition UL has agreed to notify UPC promptly of any approach made or any
circumstances indicating that an approach will be made to UL in relation to a competing proposal
for UL or any request for information under Rule 20.2 of the City Code. UL has also agreed,
subject to the fiduciary duties of the Board of UL, not to participate in discussions regarding a
competing proposal.
UPC also has the right, upon UL receiving details of a competing proposal or proposed competing
proposal, to match or better the value implied by that competing proposal by 5:00 p.m. on the
fifth Business Day after UPC has received a notice of the competing proposal from UL. If UPC
announces a revised offer (whether by way of scheme of arrangement or otherwise) within such
period, the UL Directors have agreed that the Scheme or, if applicable, the City Code Offer will
continue to be the subject of a unanimous and unqualified recommendation by the UL Directors.
UL has agreed to pay UPC an inducement fee (inclusive of VAT) equal to GBP842,855 if: (i) the Board
of UL determines to accept a Superior Proposal; or (ii) UL shall have breached certain of its
obligations under the Implementation Agreement.
Pursuant to Rule 21.2 of the City Code, the Directors of UL and Canaccord have confirmed to the
Panel in writing that they believe the fee to be in the best interests of UL Shareholders. The
fee is not payable to the extent to which the Panel determines that it would not be permitted
under Rule 21.2 of the City Code.
The Implementation Agreement may be terminated in certain circumstances including if the Effective
Date has not occurred by 10 May 2010, if the Transaction is illegal or upon breach by either UPC
or UL of their respective covenants.
Further information in relation to the Implementation Agreement will be set out in the Scheme
Documents.
12 Delisting and de-registration
Prior to the Effective Date UL will make a conditional application for cancellation of the
admission to, and trading of UL Shares on AIM to take effect at 7.00 a.m. on the Business Day
immediately following the Effective Date and will make an application to delist its shares from
the TSX.
On the Effective Date, share certificates in respect of the UL Shares will cease to be valid and
entitlements to UL Shares held within the CREST system will be cancelled.
13 Disclosure of interests in UL
As at the close of business on 8 January 2010, the last practicable Business Day prior to the date
of this announcement, neither UPC, nor any of the Directors of UPC, nor, so far as UPC is aware,
any person acting in concert with UPC (i) has any interest in or right to subscribe for any
relevant UL securities, nor (ii) has any short positions in respect of relevant UL securities
(whether conditional or absolute and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation or right to require
another person to take delivery, nor (iii) has borrowed or lent any relevant UL securities (save
for any borrowed shares which have been on-lent or sold).
No arrangement of the sort referred to in Note 6(b) of Rule 8 of the City Code exists with UPC, UL
or an associate of UPC or UL in relation to UL or UPC securities. There exists no indemnity or
option arrangements, or agreement or understanding, formal or informal or whatever nature,
relating to UL Shares or shares of UPC which may be an inducement to deal or refrain from dealing.
14 Overseas shareholders
The availability of the Transaction to UL Shareholders who are not resident in Guernsey or the
United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should
inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdiction. UL Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional advisor in the relevant jurisdiction without delay.
15 Recommendations
The Directors of UL, who have been so advised by Canaccord, consider the terms of the Transaction
to be fair and reasonable. In providing advice to UL, Canaccord has taken into account the
commercial assessment of the Directors of UL.
Accordingly, the Directors of UL unanimously recommend UL Shareholders to vote in favour of the
Scheme at the Meetings (or, if the Transaction is implemented by means of a City Code Offer, to
accept or procure acceptance of such offer). Anthony Pickford, the sole Director of UL who owns UL
Shares, has irrevocably undertaken to vote his own beneficial and legal shareholdings of 22,095 UL
Shares (representing 0.05% of the existing issued ordinary share capital of UL and representing
approximately 0.05% of the issued UL Shares entitled to vote at the Court Meeting) in favour of
the Scheme at the Meetings (or, if the Transaction is implemented by means of a City Code Offer,
to accept such offer). This undertaking will remain binding even if a competing offer is made for
UL.
The Directors of UPC, who have received financial advice from Cormark, consider the Transaction to
be in the interests of UPC. In providing financial advice to the Directors of UPC, Cormark has
relied upon the commercial assessment of the Directors of UPC.
In the opinion of the Directors of UPC eligible to vote, the Transaction is in the interests of
the shareholders of UPC as a whole. Accordingly, they unanimously recommend shareholders of UPC
to vote in favour of the resolutions to be proposed at the UPC Meeting in connection with the
Transaction which will be convened in due course.
16 General
UPC reserves the right, with the consent of the Panel (where necessary), to elect to implement the
Transaction by making a City Code Offer for the entire issued and to be issued share capital of
UL.
If UPC elects to implement the Transaction by City Code Offer, the City Code Offer will be
implemented on the same terms (subject to appropriate amendments and with the consent of the
Panel, where necessary), so far as applicable, as those which would apply to the Scheme.
Furthermore, if sufficient acceptances of such City Code Offer are received and/or sufficient UL
Shares are otherwise acquired, it is the intention of UPC to apply the provisions of Part XVIII of
the Companies Law 2008 to acquire compulsorily any outstanding UL Shares to which such City Code
Offer relates.
UPC and its Directors accept responsibility for the information contained in this document other
than the information concerning UL for which UL and the Directors of UL accept responsibility. To
the best of the knowledge and belief of UPC, UL and their respective Directors (who have taken all
reasonable care to ensure such is the case), the information contained in this document for which
they respectively take responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Transaction will be subject to the Conditions and further terms set out in Appendix I and such
further terms and conditions to be set out in the Scheme Documents or the Offer Documents, as the
case may be.
The bases and sources of certain information contained in this announcement are set out in
Appendix II.
Certain terms used in this announcement are defined in Appendix III.
ENQUIRIES
UPC Tel: +1 (416) 979 1991
Ron Hochstein
James Anderson
Cormark Tel: +1 (800) 461 2275
(financial advisor to UPC)
Peter Grosskopf
Boris Novansky
Adam Spencer
UL Tel: +44 (0) 1481 234 200
Kelvin Williams
William Scott
Canaccord Tel: +44 (0)20 7050 6500
(financial advisor to UL)
Rory O'Sullivan
Ryan Gaffney
Henry Fitzgerald-O'Connor
In accordance with Rule 19.11 of the City Code, a copy of this announcement can be found at
www.uraniumlimited.com.
This announcement is not intended to and does not constitute, or form part of, any offer to sell,
purchase or exchange or invitation to sell, purchase or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise.
This announcement does not constitute a prospectus or prospectus equivalent. This announcement
and all other materials related to the Transaction are solely directed to UL Shareholders.
In particular, this announcement is not an offer of securities for sale in the United States and
the New UPC Shares, which will be issued in connection with the Transaction, have not been, and
will not be, registered under the Securities Act or under the securities law of any jurisdiction
other than Canada, and no regulatory clearance in respect of the New UPC Shares has been, or will
be, applied for in the United States, Australia or Japan. The New UPC Shares may not be offered,
sold, or delivered, directly or indirectly, in, into or from the United States absent registration
under the Securities Act or an exemption from registration. The New UPC Shares may not be offered,
sold, resold, delivered or distributed, directly or indirectly, in, into or from Australia or
Japan or to, or for the account or benefit of, any resident of Australia or Japan absent an
exemption from registration or an exemption under relevant securities law. It is expected that
the New UPC Shares will be issued in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US persons) who are or will be "affiliates" within the
meaning of the Securities Act of UPC or UL prior to, or of UPC after, the Effective Date will be
subject to certain transfer restrictions relating to the New UPC Shares received in connection
with the Transaction.
The Transaction will be made solely through the Scheme Documents or, if UPC elects a City Code
Offer, through an Offer Document, which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the Transaction. Any vote, acceptance
or other response to the Transaction should be made only on the basis of the information in the
Scheme Documents, or the Offer Document, if applicable. UL Shareholders are advised to read the
formal documentation in relation to the Transaction carefully, once it has been dispatched, as it
will contain important information relating to the Transaction. The Transaction will be subject
to the Conditions and further terms set out in Appendix I to this announcement and such further
terms and conditions which will be set out in the Scheme Documents (or an Offer Document or any
document through which the proposals of the Transaction are actually made by UPC).
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for UL and for no-one else in connection with the Transaction and will not be
responsible to anyone other than UL for providing the protections afforded to clients of Canaccord
Adams Limited or for providing advice in relation to the Transaction or for any other matters
referred to in this announcement.
Cormark Securities Inc., which is authorised and regulated in Canada by IIROC, is acting
exclusively for UPC and for no-one else in connection with the Transaction and will not be
responsible to anyone other than UPC for providing the protections afforded to clients of Cormark
Securities Inc, or for providing advice in relation to the Transaction or for any other matters
referred to in this announcement.
The availability of the Transaction to persons who are not resident in and citizens of Guernsey or
the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are
located or of which they are citizens. Further details in relation to overseas shareholders will
be contained in the Scheme Documents (or an Offer Document or any document through which the
proposals of the Transaction are actually made).
The release, publication or distribution of this announcement in jurisdictions other than Guernsey
or the United Kingdom may be restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than Guernsey or the United Kingdom should inform themselves about,
and observe, any applicable legal or regulatory requirements. Any failure to comply with the
applicable requirements may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the
proposed Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person.
This announcement has been prepared for the purpose of complying with the laws of the Island of
Guernsey and the City Code, 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 of
jurisdictions outside Guernsey and the United Kingdom.
NOTICE TO US AND CANADIAN INVESTORS IN UL
The Transaction relates to the shares of a company registered under the laws of the Island of
Guernsey and is subject to United Kingdom and Guernsey disclosure requirements (which are
different from those of Canada and the US) and is proposed to be made by means of a scheme of
arrangement provided for under the Companies Law 2008. Accordingly, the Transaction is subject to
the disclosure requirements and practices applicable in the United Kingdom and Guernsey to schemes
of arrangement which differ from the disclosure requirements and practices for Canada and US proxy
solicitations, shareholder votes or tender offers. The settlement procedure with respect to the
Transaction will be consistent with United Kingdom practice, which may differ from procedures in
comparable transactions in countries other than the United Kingdom in certain material respects.
If UPC exercises its right to implement the Transaction by way of a City Code Offer, the
Transaction, unless otherwise required by law, will be made in compliance with applicable United
Kingdom and Guernsey laws and regulations only. Financial information included in the relevant
documentation will be prepared in accordance with applicable accounting standards and may not be
comparable to the financial statements of US or Canadian companies.
No securities regulatory authority in any jurisdiction in Canada and neither the Securities and
Exchange Commission of the United States nor any securities commission of any state of the United
States has (a) approved or disapproved of the Transaction; (b) passed upon the merits or fairness
of the Transaction; or (c) passed upon the adequacy or accuracy of the disclosure in this
document. Any representation to the contrary is a criminal offence in the United States and is an
offence in Canada.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or
otherwise intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or the Scheme Documents and/or any other related document to any jurisdiction
outside Guernsey and the United Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction before taking any action.
If the Transaction is implemented by way of a City Code Offer, it will be made in accordance with
the procedural and filing requirements of US securities laws, to the extent applicable. If the
Transaction is implemented by way of a City Code Offer, the New UPC Shares to be issued in
connection with such City Code Offer will not be registered under the Securities Act or under the
securities laws of any state, district or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act or such other securities laws. UPC does not intend to register any such New UPC
Shares or part thereof in the United States or to conduct a public offering of the New UPC Shares
in the United States.
FORWARD-LOOKING STATEMENTS
This announcement, including information included or incorporated by reference in this
announcement, may contain "forward-looking statements" concerning UPC and UL. Generally, the
words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or
similar expressions identify forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the forward-looking statements are
changes in the global, political, economic, business, competitive or market environments,
regulatory changes and changes in law, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions. The forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those expressed in the
forward-looking statements. 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.
Therefore undue reliance should not be placed on such forward-looking statements. UPC and UL
assume no obligation and do not intend to update these forward-looking statements, except as
required pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per UPC Share or UL Share for the current or future financial
years, or those of the combined entity, will necessarily match or exceed the historical published
earnings per UPC Share or UL Share, respectively.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested"
(directly or indirectly) in 1% or more of any class of "relevant securities" of UL or of UPC, all
"dealings" in any "relevant securities" of UL or of UPC (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the offer under the
Transaction becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of UL or of UPC, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of UL
or of UPC by UPC or UL, or by any of their respective "associates", must be disclosed by no later
than 12.00 noon on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on the Panel's
website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether
conditional or absolute, to changes in the price of securities. In particular, a person will be
treated as having an "interest" by virtue of the ownership or control of securities, or by virtue
of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the City Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, you should consult the Panel.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION
Part One: Conditions
1. The Transaction is conditional upon the Scheme becoming unconditional and becoming
effective by Court Order, subject to the City Code, by not later than 10 May 2010 or such later
date (if any) as UL and UPC may agree and the Court may allow. The Scheme is conditional upon:
(a) the approval by a majority in number representing 75% or more in value of the holders of
Scheme Shares (together with persons held to be in the same class), or the relevant
classes thereof, if applicable, (excluding any shares held in treasury) present and
voting, either in person or by proxy, at the Court Meeting and at any separate class
meeting, if applicable, which may be required by the Court, and at any separate class
meeting which may be required by the Court (or at any adjournment of any such meeting);
(b) the resolutions substantially in the form set out in the notice of the UL General
Meeting being duly passed by the requisite majority at the UL General Meeting (or at
any adjournment thereof);
(c) the Court Order being obtained (with or without modifications, but subject to any such
modifications being on terms acceptable to UL and UPC);
(d) conditional listing approval being granted for listing and posting for trading of the
New UPC Shares on the TSX; and
(e) the resolutions substantially in the form set out in the materials sent to the UPC
Shareholders in connection with the UPC Meeting required to approve the issuance of the
New UPC Shares under the Transaction being duly passed by the requisite majority at the
UPC Meeting (or any adjournment thereof).
2. UPC and UL have agreed that the Transaction is conditional upon the following matters,
and, accordingly, the necessary action to make the Transaction effective will not be taken unless
such Conditions (as amended if appropriate) have been satisfied or waived:
(a) Authorisations
(i) All Authorisations in any jurisdiction which is necessary for or in respect of the
Transaction, its implementation or any acquisition of any shares in, or control of,
UL by any member of the UPC Group having been obtained from any relevant Person or
authority or from any Person or body with whom UL or any member of the UPC Group
has entered into contractual arrangements in each case where the absence of such
Authorisation is material in the context of the Transaction and all such
Authorisations remaining in full force and effect and there being no intimation of
any intention to revoke or not renew the same; and
(ii) all Authorisations necessary to carry on the business of UL remaining in full force
and effect and there being no notification of any intention to revoke or not to renew
the same; and
(iii) all necessary notifications, filings, or applications having been made and all
applicable waiting and other periods (including extensions of such periods) having
expired, lapsed or been terminated, and all applicable statutory or regulatory
obligations in any jurisdiction in respect of the Transaction having been complied
with, in each case, in respect of the acquisition of any shares in or control of,
UL by UPC, including without limitation pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 of the United States.
(b) Intervention
No relevant Person having taken, instituted, implemented or threatened any legal
proceedings, or having required any action to be taken or otherwise having done anything
or having enacted, made or proposed any statute, regulation, order or decision or taken
any other step and there not continuing to be outstanding any statute, regulation, order
or decision that would or might reasonably be expected to:
(i) make the Transaction, its implementation or the acquisition or proposed acquisition of any
shares in, or control or management of, UL by UPC or any subsidiary of UPC illegal, void or
unenforceable; or
(ii) otherwise directly or indirectly prevent, prohibit or otherwise restrict, restrain, delay
or interfere with the implementation of, or impose additional conditions or obligations with
respect to or otherwise challenge or require amendment of, the Transaction or the proposed
acquisition of UL directly or indirectly by UPC or any acquisition of UL Shares by UPC; or
(iii) require, prevent or delay the divestiture (or alter the terms of any proposed
divestiture), by or result in any delay to, UPC of any divestiture of any shares or other
securities in UL; or
(iv) impose any limitation on the ability of any member of the UPC Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of shares or other
securities or the equivalent in UL or to exercise management control over UL; or
(v) require, prevent or delay the disposal by UPC or any member of the UPC Group, of all or
any part of their respective businesses, assets or properties or impose any material
limitation on the ability of any of them to conduct all of their respective businesses or
own all of their respective assets or properties; or
(vi) require any member of the UPC Group or UL to offer to acquire any shares or other
securities (or the equivalent) in any member or any other assets of UL or the UPC Group owned by
any third party (in each case, other than in implementation of the Transaction); or
(vii) result in any member of the UPC Group ceasing to be able to carry on business under any
name under which it presently does so, and all applicable waiting and other time periods
during which any such relevant person could institute, or implement or threaten any legal
proceedings, having expired, lapsed or been terminated.
(c) Consequences of the Transaction
Save as Disclosed, there being no material provision of any agreement to which UL is a
party, or by or to which any such member, or any part of their assets, is or may be bound,
entitled or subject, which would as a consequence of the Transaction or of the acquisition
or proposed acquisition of all or any part of the issued share capital of, or change of
control or management of, UL to an extent that is material in the context of UL, result
in:
(i) any assets or interests of UL being or failing to be disposed of or charged in any way or
ceasing to be available to UL or any rights arising under which any such asset or interest could
be required to be disposed of or charged in any way or could cease to be available to UL; or
(ii) any moneys borrowed by, or other indebtedness (actual or contingent) of, or any grant
available to, UL being or becoming repayable or capable of being declared repayable immediately or
earlier than the repayment date stated in such agreement or the ability of UL to incur any such
borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or
prohibited; or
(iii) any such agreement or the rights, liabilities, obligations or interests of UL under it
being terminated or adversely modified or affected or any onerous obligation arising or any
adverse action being taken under it; or
(iv) the interests or business of UL in or with any third party (or any arrangements relating
to any such interests or business) being terminated or adversely modified or affected; or
(v) the financial or trading position or prospects or value of UL being prejudiced or
adversely affected; or
(vi) the creation of any mortgage, charge or other security interest over the whole or any part
of the business, property or assets of UL or any such security (whenever arising or having arisen)
becoming enforceable or being enforced; or
(vii) UL ceasing to be able to carry on business under any name under which it currently does
so; or
(viii) the creation of actual or contingent liabilities by UL other than in the ordinary course
of trading; or
(ix) the ability of UL or any member of the UPC Group to carry on its business being adversely
affected, and, other than as Disclosed, no event having occurred which, under any provision
of any such agreement to which UL or the UPC Group is a party, or by or to which
any such member, or any of its assets, may be bound, entitled or subject, could
result in any of the events or circumstances as are referred to in sub-paragraphs
(i) to (ix) inclusive.
(d) No Corporate Action Taken Since the Accounting Date
Since the Accounting Date, save as otherwise Disclosed or pursuant to transactions in
favour of UL, UL has not:
(i) issued or agreed to issue or authorized or proposed the issue or grant of additional
shares of any class or securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities (save pursuant to
the issue of UL Shares on the exercise of Disclosed UL Options); or
(ii) redeemed, purchased, repaid or reduced or announced the redemption, purchase, repayment or
reduction of any part of its share capital or other securities or made, authorized or proposed or
announced the making of any other change to its share or loan capital; or
(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any
dividend, bonus issue or other distribution whether payable in cash or otherwise; or
(iv) undertaken a conversion under Part V of the Companies Law 2008; or
(v) undertaken an amalgamation under Part VI of the Companies Law 2008; or
(vi) undertaken a migration under Part VII of the Companies Law 2008; or
(vii) undertaken an arrangement or reconstruction (other than the Scheme of Arrangement) under
Part VIII of the Companies Law 2008; or
(viii) merged or demerged with or from, or acquired, any body corporate or authorized or proposed
or announced any intention to propose any such merger or demerger; or
(ix) other than in the ordinary course of business acquired or disposed of, transferred,
mortgaged or charged, or created or granted any security interest over, all or any portion
of its assets (including shares and trade investments) or authorized or proposed or
announced any intention to propose any acquisition, disposal, transfer, mortgage, charge
or creation or grant of any such security interest; or
(x) issued or authorized or proposed the issue of any debentures or incurred or increased any
borrowings, indebtedness or liability (actual or contingent); or
(xi) entered into or varied, or authorized or proposed the entry into or variation of, or
announced its intention to enter into or vary, any transaction, arrangement, contract or
commitment (whether in respect of capital expenditure or otherwise) which is of a long term,
onerous or unusual nature or magnitude (other than to a nature and extent which is normal in the
context of the business concerned or which is or could involve obligations which would or might
reasonably be expected to be so long, onerous or unusual in nature or magnitude) or which is
restrictive to the existing business of UL (other than to a nature and extent which is normal in
the context of the business concerned or which is or could involve obligations which would or
might reasonably be expected to be so restrictive) or which is not in the ordinary course of
business; or
(xii) entered into, implemented, effected, authorized or proposed or announced its intention to
enter into, implement, effect, authorize or propose any contract, reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement other than in the ordinary course of
business; or
(xiii) waived or compromised any claim (other than in the ordinary course of business); or
(xiv) entered into or varied or made any offer (which remains open for acceptance) to enter into
or vary the terms of any contract with any of the directors or senior executives of UL; or
(xv) entered into or varied or made any offer (which remains open for acceptance) to enter into
or vary any contract for the management of the business or operations of UL;
(xvi) had any petition presented for its winding-up (voluntary or otherwise), dissolution or
reorganization or for the appointment of a provisional liquidator, receiver, administrator,
administrative receiver, trustee or similar officer of all or any part of its assets and revenues
or for any analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction or been declared "en etat de desastre"; or
(xvii) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business; or
(xviii) made any alteration to its articles of incorporation, or other incorporation documents; or
(xix) entered into any agreement or passed any resolution or made any offer (which remains open
for acceptance) or proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this condition 2(d) other than in the ordinary course of
business.
(e) Other Events Since the Accounting Date
In the period since the Accounting Date, save as Disclosed:
(i) no litigation or arbitration proceedings, prosecution, investigation or other legal
proceedings having been announced, instituted, threatened or remaining outstanding by,
against or in respect of, UL is or may become a party (whether as claimant, defendant or
otherwise) which in any case, would be likely to have an adverse effect on the financial
position of UL; and
(ii) no event, change or condition has occurred or become known to UL which has resulted in or
could be reasonably expected to have an adverse change or a deterioration in the business or
assets or financial or trading position, assets, liabilities or profits or prospects of UL;
and
(iii) no enquiry or investigation by, or complaint or reference to, any relevant person or
authority against or in respect of UL having been threatened, announced, implemented or
instituted or remaining outstanding by, against or in respect of UL which in any case, would
be likely to have an adverse effect on the financial position of UL; and
(iv) no contingent or other liability having arisen or become apparent or increased which in
any case, would be likely to have an adverse effect on the financial position of UL.
(f) Other Issues
Save as disclosed, UPC not having discovered that (in each case to an extent which is
adverse in the context of UL):
(i) the financial, business or other information disclosed at any time by UL, whether publicly
or in the context of the Transaction either contained a misrepresentation of fact or omitted to
state a fact necessary to make the information disclosed not misleading in any respect;
(ii) UL has failed to comply with any applicable legislation or regulations of any jurisdiction
with regard to the storage or transportation of uranium (whether or not the same constituted
noncompliance with any such legislation or regulation, and wherever the same may have taken
place), any of which would be reasonably likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of UL; or
Part Two: Further Terms
1. Subject to the requirements of the Panel, UPC reserves the right to unilaterally waive all
or any of the Conditions contained in paragraphs 1(d); 1(e); 2(a); 2(b); 2(c); 2(d); 2(e);
and 2(f), in whole or in part.
2. The Transaction is governed by the laws of the Island of Guernsey and is subject to the
jurisdiction of the courts of the Island of Guernsey. The rules of the City Code, so far
as they are appropriate, apply to the Transaction.
3. UPC reserves the right to elect to implement the Transaction by way of a City Code Offer.
In such event, such offer will be implemented on the same terms subject to appropriate
amendments, including (without limitation) an acceptance condition set at 90% in value of
the UL Shares affected (excluding any UL Shares held as treasury shares), so far as
applicable, as those which would apply to the Scheme.
4. UPC shall be under no obligation to waive or treat as satisfied, and UL shall be under no
obligation to waive or treat as satisfied any of the Conditions in paragraph 2 by a date
earlier than the latest date for satisfaction thereof, notwithstanding that the other
Conditions of the Transaction may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of the Conditions
may not be capable of fulfilment.
5. If UPC is required by the Panel to make an offer for UL Shares under the provisions of
Rule 9 of the City Code, UPC may make such alterations to any of the above Conditions as
are necessary to comply with the provisions of that Rule.
6. The Scheme will not proceed if, before the date of the Court Meeting, (or if the
Transaction is implemented by means of a City Code Offer the Offer will lapse if, before
the first closing date of the Offer or when the Offer becomes or is declared unconditional
as to acceptances, whichever is the later) the Transaction is referred to the United
Kingdom Competition Commission for investigation under the United Kingdom Enterprise Act
2002 ("Enterprise Act"), or the European Commission either (i) initiates proceedings under
Article 6(1)(c) of the Council Regulation (EC) No. 139/2004 ("Regulation")or (ii) makes a
referral to a competent authority of the United Kingdom under Article 9.1 of the
Regulation and there is a subsequent reference to the Competition Commission for
investigation under the Enterprise Act or (iii) makes a referral to any other competent
authority under Article 9.1 of the Regulation.
APPENDIX II
BASES AND SOURCES
Unless otherwise stated, the following constitute the bases and sources of information referred to in this
announcement:
1. Financial information relating to UPC has been extracted or derived (without material
adjustment) from the following documents:
- the annual information form of UPC for the fiscal year ended 28 February 2009 (dated 6 May 2009);
- the unaudited financial statements of UPC for the interim fiscal period ending 31 August 2009;
- the monthly statements of NAV as filed by UPC on the System for Electronic Data and Retrieval
established by the Canadian securities regulatory authorities; and
- relevant press releases filed by UPC on the System for Electronic Data and Retrieval established
by the Canadian securities regulatory authorities.
2. Financial information relating to UL has been extracted or derived (without material adjustment)
from the following documents:
- the annual report and accounts of UL for the fiscal years ended 30 June 2009 and 30 June 2008;
- the monthly statements of NAV as announced by UL on a Regulatory Information Service; and
- relevant press releases announced by UL on a Regulatory Information Service.
3. The fully-diluted share capital of UPC consists of 85,697,341 UPC Shares currently in issue on 8
January 2010 and no other shares to be issued under option.
4. The fully-diluted share capital of UL (being 43,725,000 UL Shares) is calculated on the basis of
41,250,000 UL Shares in issue on 8 January 2010, with a further maximum of 2,475,000 UL Shares
under option at an exercise price of GBP2.05 per UL Share.
5. All prices for UPC Shares have been sourced from the TSX, through Bloomberg, and represent the
Closing Price on the relevant date or dates.
6. All trading volume data and volume-weighted trading prices for UPC Shares have been sourced from
the TSX, through Bloomberg.
7. All prices for UL Shares have been sourced from AIM, through Bloomberg, and represent the Closing
Price on the relevant date or dates.
8. All trading volume data and volume-weighted trading prices for UL Shares have been sourced from
AIM and the TSX, both through Bloomberg.
9. The UL Share price performance in relation to its NAV has been calculated by comparing UL's daily
Closing Price, sourced from AIM through Bloomberg to the monthly NAV statements published on a
Regulatory Information Service.
10. The UPC Share price performance in relation to its NAV has been calculated by comparing UPC's
daily Closing Price, sourced from the TSX through Bloomberg to the monthly NAV statements filed on
the System for Electronic Document Analysis and Retrieval.
11. Exchange rate data presented in this announcement has been sourced from the Bank of Canada and
represents the noon rate of exchange as posted by the Bank of Canada on the relevant date or
dates.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
"Accounting Date" 30 June 2009
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the rules of the London Stock Exchange for
companies in relation to AIM;
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals;
"Business Day" a day (excluding Saturdays, Sundays and public
holidays in England and Wales, Guernsey and
Canada) on which banks generally are open for
business in the City of London, United Kingdom,
the Island of Guernsey, and Toronto, Canada;
"Canaccord" Canaccord Adams Limited;
"Cdn$" Canadian dollars, or the lawful currency of
Canada from time to time;
"City Code" the City Code issued by the Panel from time to
time;
"City Code Offer" a contractual takeover offer made by UPC to the
UL Shareholders pursuant to the City Code and
Part XVIII of the Companies Law 2008 to acquire
all of the issued and to be issued shares of UL
not already held by UPC;
"Closing Price" for a UL Share, the closing middle market
quotation of a UL Share as derived from the
Daily Official List or the London Stock
Exchange's website and, for a UPC Share, the
closing price of a UPC Share on the TSX;
"Companies Law 2008" means The Companies (Guernsey) Law, 2008 (as
amended) of the Island of Guernsey;
"Conditions" certain of the terms and conditions to the
implementation of the Transaction, as set out in
Appendix I;
"Cormark" Cormark Securities Inc.;
"Court" Royal Court of Guernsey (sitting as an Ordinary
Court);
"Court Meeting" the meeting (including any adjournment thereof)
of the holders of the Scheme Shares (or the
relevant class or classes thereof) and persons
held to be in the same class, as convened by
order of the Court under section 107 of the
Companies Law 2008 to consider and vote on the
Scheme;
"Court Order(s)" the order(s) of the Court;
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)) in respect of which CRESTCo
Limited is the Operator (as defined in such
Regulations);
"Daily Official List" the daily official list of the London Stock
Exchange;
"Directors" or "Board" the directors or the board of directors of the
relevant entity;
"Disclosed" - as disclosed in the UL Disclosure
Documents (including the UL Financial
Statements);
- as disclosed in this announcement; or
- as otherwise fairly disclosed in
writing to UPC or its advisors by or on behalf
of UL in a letter delivered by UL to UPC prior
to the date of this announcement;
"Effective Date" the date on which the Scheme becomes effective
in accordance with its terms;
"Encumbrances" liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party
rights and interests of any nature;
"FSA" Financial Services Authority Limited;
"GBP" pounds sterling, or the lawful currency of the
United Kingdom from time to time;
"IIROC" the Investment Industry Regulatory Organization
of Canada;
"Implementation Agreement" the agreement dated 10 January 2010 between UPC
and UL;
"London Stock Exchange" London Stock Exchange plc;
"Manager" Denison Mines Inc., the manager of UPC;
"Meetings" the Court Meeting and any meeting of the UL
Shareholders required in connection with the
Transaction;
"NAV" or "Net Asset Value" a measure used to evaluate performance
calculated by aggregating the current market
values of uranium holdings, plus cash and any
other assets and deducting any outstanding
payables, indebtedness and other liabilities;
"New UPC Shares" new common UPC Shares to be issued in connection
with the Transaction;
"Offer" the proposed recommended offer to be made by UPC
pursuant to the City Code and Part XVIII of the
Companies Law 2008 on the terms and subject to
the conditions to be set out in the Offer
Document to acquire the UL Shares and, where the
context admits, any subsequent revision,
variation, extension or renewal thereof;
"Offer Document" the document which would be despatched to UL
Shareholders, amongst others, if UPC elects to
implement the Transaction by means of City Code
Offer together with any form of acceptance;
"Panel" the Panel on Takeovers and Mergers;
"Person" includes any individual, firm, partnership,
joint venture, venture capital fund, limited
liability company, unlimited liability company,
association, trust, trustee, executor,
administrator, legal personal representative,
estate, group, body corporate, corporation,
unincorporated association or organization,
governmental entity, syndicate or other entity,
whether or not having legal status;
"Regulatory Information Service" an information dissemination provider approved
by the FSA and whose name is set out in a list
maintained by the FSA;
"Scheme" or "Scheme of Arrangement" the scheme of arrangement under Part VIII of the
Companies Law 2008 to be proposed by UL to the
holders of the Scheme Shares in connection with
the Transaction, with or subject to any
modification, addition or condition approved or
imposed by the Court and agreed by UL and UPC;
"Scheme Documents" the circular to be addressed to, amongst others,
UL Shareholders together with, among other
things, the Scheme, the notices of the Meetings
and proxy forms in respect of the Meeting and
any other document required in connection with
the Scheme;
"Scheme Record Time" the time and date specified in the Scheme
Documents by reference to which the entitlements
of the UL Shareholders under the Scheme will be
determined, expected to be 18:00 on the Business
Day before the Scheme becomes effective;
"Scheme Shares" the UL Shares:
(a) in issue at the date of the Scheme;
(b) (if any) issued after the date of the
Scheme and prior to the voting record
time in respect of the Court Meeting;
and
(c) (if any) issued on or after the voting
record time in respect of the Court
Meeting but before the Effective Date
in respect of which the original or any
subsequent holders thereof are bound by
the Scheme or in respect of which the
holder thereof shall have agreed in
writing to be bound by the Scheme,
in each case other than any UL Shares held by
UPC;
"Securities Act" the United States Securities Act of 1933, as
amended;
"Superior Proposal" a bona fide Acquisition Proposal, by any third
Person directly or indirectly that the board of
directors of UL determines in good faith (which
determination, with respect to item (iii) below,
has been confirmed by UL's Rule 3 advisor), in
consultation with its financial and legal
advisors:
(i) is reasonably capable of being
completed, taking into account all legal,
regulatory and other aspects of such offer or
proposal and the Person making such proposal;
(ii) is not subject to any financing
condition of a type or nature that the Proposal
is not subject to; and
(iii) would, if consummated in accordance
with its terms, be more favourable to the UL
Shareholders than the Proposal, as it may be
amended;
"TSX" Toronto Stock Exchange;
"Transaction" the proposed acquisition of the entire issued
and to be issued ordinary share capital of UL by
UPC on the terms described in this announcement
(or any subsequent revision or variation of such
terms) to be effected by way of the Scheme or,
should UPC so elect, by way of a City Code
Offer;
"United Kingdom" United Kingdom of Great Britain and Northern
Ireland;
"UL" Uranium Limited;
"UL Shareholders" holders of UL Shares;
"UL Shares" ordinary shares of US$0.01 each in the capital
of UL;
"UPC" Uranium Participation Corporation;
"UPC Group" UPC, its subsidiaries and subsidiary
undertakings;
"UPC Meeting" the extraordinary meeting of the UPC
Shareholders called to consider the issuance of
the New UPC Shares;
"UPC Shareholders" holders of UPC Shares;
"UPC Shares" common shares without par value in the capital
of UPC;
"US" or "United States" United States of America, its territories and
possessions, any state in the United States of
America and the District of Columbia; and
"US$" US dollars, or the lawful currency of the United
States of America from time to time.
All references to time in this announcement are to London time unless otherwise stated.
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