Centamin Egypt Limited Results of Scheme Meeting and Extraordinary General Meeting
TORONTO, ONTARIO -- (Marketwire) -- 12/14/11 -- Centamin Egypt Limited (TSX: CEE)(LSE: CEY) -
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the prospectus (the 'Prospectus') to be published by Centamin plc in due course in connection with the admission of its ordinary shares to the premium segment of the Official List of the Financial Services Authority and to trading on the London Stock Exchange's main market for listed securities. A copy of the Prospectus will, following publication, be available from www.centamin.com.
Further to Centamin Egypt Limited's ('Centamin' or the 'Company') (TSX: CEE)(LSE: CEY) announcements on 11 November and 15 November each in relation to the Company's intention to change the corporate structure of Centamin and its subsidiaries by putting in place a Jersey incorporated parent company, Centamin plc (the 'Redomicile'), Centamin is pleased to announce that the scheme of arrangement to effect the Redomicile (the 'Scheme') was approved by Centamin shareholders at the Scheme meeting held earlier today, Wednesday 14 December 2011. The Scheme was approved by 99.97% of the total votes cast on the resolution and by 92.09% of the shareholders who voted on the resolution.
In accordance with Section 251AA(2) of the Corporations Act 2001 (Cth), instructions in respect of proxy votes were as follows:
----------------------------------------------------------------------------
For Against Abstain Proxy Holder Discretion
----------------------------------------------------------------------------
Approval of Share
Scheme 588,259,961 165,188 25,360 892,644
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The Scheme must also be approved by the Supreme Court of Western Australia, which is scheduled to consider the Scheme at a court hearing on 20 December 2011.
Centamin also announces that separate resolutions were passed by Centamin shareholders at an extraordinary general meeting of shareholders also held earlier today, Wednesday 14 December 2011 approving:
-- Centamin plc's adoption of a new Employee Share Option Plan (ESOP)
(Resolution 1);
-- Centamin amending the rules of the Executive Director Loan Funded Share
Plan 2011 (Executive Director LFS Plan) (Resolution 2) and the Employee
Loan Funded Share Plan 2011 (Employee LFS Plan) (Resolution 3) to
facilitate the substitution of Centamin plc shares for Centamin shares
issued under those plans;
-- Centamin plc's adoption of an Executive Director Loan Funded Share Plan
(New Executive Director LFS Plan) (Resolution 4) and an Employee Loan
Funded Share Plan (New Employee LFS Plan) (Resolution 5).
In accordance with Section 251AA(2) of the Corporations Act 2001 (Cth), instructions in respect of proxy votes were as follows:
----------------------------------------------------------------------------
Proxy Holder
For Against Abstain Discretion
----------------------------------------------------------------------------
Resolution 1 Adoption of
new ESOP 662,396,048 4,124,051 18,343 932,457
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Resolution 2 Amendment of
Executive
Director
LFS Plan 662,955,888 2,532,710 27,118 934,526
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Resolution 3 Amendment of
Employee
LFS Plan 664,141,336 2,517,919 28,118 934,526
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Resolution 4 Adoption of
New
Executive
Director
LFS Plan 662,117,344 3,377,886 21,118 933,354
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Resolution 5 Adoption of
New
Employee
LFS Plan 663,300,892 3,209,135 21,518 933,354
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About Centamin Egypt Limited
Centamin is a mineral exploration, development and mining company that has been actively exploring in Egypt since 1995. The principal asset of Centamin is its interest in the Sukari Gold Mine, located in the Eastern Desert of Egypt. Construction at the Sukari Gold Project commenced in March 2007 with first gold being produced in June 2009.
The Sukari Gold Mine is the first large-scale modern gold mine in Egypt. Centamin's operating experience in Egypt gives it a significant first-mover advantage in acquiring and developing other gold projects in the prospective Arabian-Nubian Shield.
In 2011 Centamin acquired Sheba Exploration (UK) PLC and now has interests in four mineral licences in Ethiopia where it is conducting further exploration activities.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances, and in any jurisdiction.
This announcement contains or may contain certain forward-looking statements with respect to certain plans of the Company and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Contacts:
Centamin Egypt Limited
Chris Aujard
General Counsel & Company Secretary
+44 (0) 20 7569 1670
christopher.aujard@centamin.com
Centamin Egypt Limited
Katharine Sutton
Head of Investor Relations
+44 (0) 20 7569 1670
katharine.sutton@centamin.com
www.centamin.com
RBC Capital Markets (Sponsor)
Matthew Coakes
+44 (0) 20 7653 4000
RBC Capital Markets (Sponsor)
Daniel Conti
+44 (0) 20 7653 4000
Buchanan
Bobby Morse
+44 (0) 20 7466 5000
Buchanan
Gabriella Clinkard
+44 (0) 20 7466 5000