Proposed Redomicile to Bermuda (8607W)
2010年11月26日 - 4:07PM
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RNS Number : 8607W
Sylvania Resources Ltd
26 November 2010
Sylvania Resources Limited ('Sylvania' or the 'Company')
ASX, AIM: SLV
PROPOSED REDOMICILE TO BERMUDA
The Directors of Sylvania Resources Limited (Sylvania Resources
or the Company) are pleased to announce the Company's intention to
redomicile the holding company of the group from Australia to
Bermuda (the Redomicile).
The Redomicile proposal follows a review by management of
Sylvania Resources' share register and corporate structure and is
consistent with approximately 85% of the issued share capital of
Sylvania Resources now being held by shareholders with a registered
address in the United Kingdom. This review, and the fact that the
Company's operations are based in South Africa, has led management
to the conclusion that there are commercial benefits in having the
Company's holding jurisdiction external to Australia.
Under the Redomicile proposal, all existing shares in Sylvania
Resources will be exchanged for shares in Sylvania Platinum Limited
(Sylvania Platinum), a company that has been incorporated in
Bermuda to become the new holding company for the Sylvania Group.
The Redomicile will be effected by a scheme of arrangement between
Sylvania Resources and its shareholders.
Sylvania Resources intends to lodge with the Australian
Securities and Investments Commission a draft scheme booklet that
sets out all information that Sylvania Resources shareholders will
need to consider to vote on the Redomicile. It is Sylvania
Resources' current intention to lodge the scheme booklet in early
December 2010. The draft scheme booklet will also be filed with the
Court as Sylvania Resources shareholders will apply to the Court
for an order of the Court to convene a scheme meeting. Once the
Court has convened the scheme meeting Sylvania Resources
shareholders will then each be sent a copy of the scheme booklet,
which will include a notice of scheme meeting and instructions on
how to vote at the scheme meeting.
If shareholders approve the Redomicile proposal at the scheme
meeting and the scheme is subsequently approved by the Court, it is
currently envisaged that the scheme would take effect and that
Sylvania Platinum would be admitted to the official list of ASX and
to trading on AIM in February 2011.
The Company holds South African assets and now has a
predominantly UK based shareholder base, and the Directors believe
that accordingly its status as an Australian company no longer
makes commercial sense. The Directors believe that some of the
advantages of the proposed Redomicile are a reduction in
operational and administrative costs associated with an Australian
incorporated entity and the potential to create a more efficient
and effective tax structure. In addition, the Directors believe the
Redomicile will make it more attractive for future corporate deals
whilst also making it easier to access international investor
markets, particularly North America. The Board also considers that
the Redomicile will result in the cost, tax and corporate
efficiency of the Company being enhanced while retaining its
existing listings on ASX and AIM.
The Directors consider that potential disadvantages from the
Redomicile proposal include the additional implementation costs
associated with the Redomicile and reduced investor protection due
to many provisions of the Corporations Act (such as the takeover
protection provisions currently afforded to the shareholders of
Sylvania Resources) no longer applying. While access to
international capital markets may be improved, the Redomicile may
limit the possibility of generating further interest from
Australian investors.
For further information please contact:
In South Africa Terence McConnachie (CEO Sylvania Resources
Limited) (+27 11) 673 1171
Louis Carroll (FD/Joint Company Secretary) Sylvania Resources
Limited (+27 11) 673 1171
In Australia
Richard Rossiter (Chairman) Sylvania Resources Limited
(+614) 1868 8338
Grant Button (Director/Joint Company Secretary) Sylvania
Resources Limited (+618) 9226 4777
In United Kingdom Richard Brown Ambrian Partners Limited +44 (0)
20 7634 4700
Laurence Read/Beth Harris
Threadneedle Communications
+44 (0) 20 7653 9855
This information is provided by RNS
The company news service from the London Stock Exchange
END
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