Centamin Egypt Limited
TSX : CEE
LSE : CEY

Centamin Egypt Limited

August 08, 2011 10:02 ET

Centamin Egypt Closes Recommended Cash Offer for Sheba Exploration (UK) Plc

TORONTO, ONTARIO--(Marketwire - Aug. 8, 2011) - Further to the announcement made on 29 July 2011, the Board of Centamin Egypt Limited (TSX:CEE)(LSE:CEY) ("Centamin" or "the Company") announces that Centamin's recommended offer (the "Offer") for the entire issued and to be issued share capital of Sheba Exploration (UK) Plc ("Sheba") closed at 11.00 a.m. (London time) on Monday, 8 August 2011 (the "Closing Time").

As at the Closing Time, valid acceptances of the Offer had been received in respect of 116,249,117 Sheba ordinary shares, representing approximately 95.64 per cent. of Sheba's issued ordinary share capital.

Application for admission

Application has been made to the UK Listing Authority and the London Stock Exchange for, respectively, admission to the Official List and admission to trading on the Main Market of the London Stock Exchange ("Admission") of 2,906,216 new ordinary shares in the capital of Centamin (the "New Shares"). The New Shares, which will rank pari passu with the existing issued ordinary shares of Centamin, are to be allotted to Sheba shareholders who have validly accepted the Offer in proportion to their holdings of Sheba ordinary shares on the terms of the Offer, in addition to the payment of cash consideration of 3p per Sheba share.

The New Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange at 8.00 a.m. on 11 August 2011. The Toronto Stock Exchange has conditionally approved the listing of the New Shares and the New Shares are expected to be listed on the Toronto Stock Exchange by the same date. Settlement of consideration due under the Offer will be despatched (or, in respect of Sheba ordinary shares held in uncertificated form, credited through CREST) on or around 11 August 2011 in respect of Sheba ordinary shares for which acceptances of the Offer, valid in all respects, had been received by the Closing Time.

Following Admission, the issued share capital of the Company will comprise 1,094,764,966 ordinary shares. None of these ordinary shares are held in Treasury.

The above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company under the FSA's Disclosure Rules and Transparency Rules.

Compulsory acquisition, delisting and re-registration

Centamin intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Sheba ordinary shares in respect of which acceptances have not been received on the same terms as the Offer.

On 5 August 2011, Sheba announced its intention to withdraw the Sheba ordinary shares from, and to cancel the admission of the Sheba ordinary shares to, the PLUS-quoted Market, with effect from the close of business on Friday, 19 August 2011 (the "Delisting").

It is further intended that, following the Delisting and the completion of the statutory compulsory acquisition procedure, Centamin will procure that Sheba is re-registered as a private limited company in accordance with the provisions of the Companies Act 2006.

For Centamin Egypt Limited
Josef El-Raghy
Chairman
8 August 2011

ABN 86 007 700 352

Contact Information

  • Centamin Egypt Limited
    Josef El-Raghy
    + 61 (8) 9316 2640
    www.centamin.com

    Buchanan Communications Limited
    Bobby Morse
    + 44 (0)20 7466 5000

    Buchanan Communications Limited
    Katharine Sutton
    + 44 (0)20 7466 5000