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KING RIVER RESOURCES LIMITED — Major Shareholding Notification 2008
Jun 5, 2008
65203_rns_2008-06-05_77b19419-ebc8-4eb8-805b-a0691bf593c4.pdf
Major Shareholding Notification
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ASX ANNOUNCEMENT
MINERAL SECURITIES LIMITED
UPDATE
6 June 2008
Extension of deadline for CopperCo to make an offer for Minsec
Mineral Securities Limited ("Minsec") announces an agreed extension of the deadline for CopperCo Limited ("CopperCo") to despatch its Offer documents to 30 June 2008.
CopperCo anticipates dispatch of the Offer documents to Minsec shareholders on or around 20 June 2008.
Amendment to Bidding Agreement
At the time of the announcement of the proposed Offer on 29 January 2008, the Bidding Agreement provided that those Minsec Directors who were not already CopperCo Directors ("Minsec Independent Directors") would join the board of CopperCo on completion of the Offer. Minsec directors, the Hon. John Moore AO and Keith Liddell are also directors of CopperCo.
In the time since the initial announcement, the boards of both companies have been considering the postcompletion phase, during all or some of which it is likely that Minsec will still be independently listed.
The CopperCo Directors and the Minsec Independent Directors also now recognise that, with the key assets of the merged entity located in the southern hemisphere, effective operational management and cost issues mean that the enlarged CopperCo group will be headquartered in Australia.
Therefore, following discussions between the companies, it has now been agreed that the Bidding Agreement be amended so that CopperCo will defer until after completion of the Offer, any decision to invite any of the current Minsec Independent Directors, all of whom are based in the UK, onto the board of CopperCo.
Change of interest in Niplats Australia Limited ("Niplats")
Following NiPlats' share placement on 5 June 2008, Minsec's voting power has been reduced from 44.1% to 40.11% as shown in the attached Form 604.
For further information, please contact:
Keith Liddell, Chief Executive Officer James Haddock, Company Secretary Tel: +44 20 7478 5100 (London) +61 8 9221 7466 (Perth)
Martin Eales, RBC Capital Markets Tel: +44 (0) 20 7029 7881
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Niplats Australia Limited ("Niplats") | |
|---|---|---|
| ACN/ARSN | 100 714 181 | |
| 1. Details of substantial holder Name |
(together "Mineral Securities") | Mineral Securities Limited and each of the companies listed in Annexure "A" |
| ACN/ARSN (if applicable) | 124 546 443 | |
| There was a change of interests of the substantial holder on |
5 June 2008 | |
| The previous notice was given to the company on | 14 September 2007 | |
| The previous notice was dated | 14 September 2007 |
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of Securities (4) | Previous Notice | Present Notice | |||
|---|---|---|---|---|---|
| Person's votes | Voting power $(5)$ | Person's Votes | Voting Power | ||
| Ordinary Shares | 30,000,000 | 44.1% | 30,000,000 | 40.11% | |
3. Changes in relevant interests
Particulars or each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme as follows:
| Date of change | Person whose relevant interest changed |
Nature of change $(6)$ | Consideration given in relation to change $(7)$ |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 5/06/2008 | Mineral Securities |
Dilution of interest due to share by conducted placement Niplats |
Not Applicable | Not Applicable | Not Applicable |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant | Registered holder | Person entitled to | Nature of relevant | Class and number of | Person's votes |
|---|---|---|---|---|---|
| interest | of securities | be registered as | interest $(6)$ | securities | |
| holder $(8)$ | |||||
| Mineral Securities | Mineral Securities | Mineral | interest Relevant |
30,000,000 ordinary |
30,000,000 |
| Holdings Pty Ltd | Securities | sections under |
shares in the capital of | ||
| Holdings Pty Ltd | 608(1) and $608(3)$ |
Niplats | |||
| of the Corporations | |||||
| Act |
- Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association | ||
|---|---|---|---|
| Mineral Securities | Members of the Mineral Securities group of companies are associates of Mineral Securities Ltd and each other pursuant to sections $12(2)(a)(i)$ , (ii) or (iii) of the Corporations Act 2001 (Ch). |
6. Addresses
The addresses of persons named in this form are as follows:
di sergera del segundo del s
| Name | Address |
|---|---|
| Mineral Securities Limited | C/- Level 22, 77 St Georges Terrace, Perth, Western Australia |
| Mineral Securities group of companies | C/- Level 22, 77 St Georges Terrace, Perth, Western Australia |
Signature
| print name | James Haddock | capacity | Company Secretary | |
|---|---|---|---|---|
| sign here | date | 5 June 2008 | ||
DIRECTIONS
- (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group, if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
- (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
- (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- (4) The voting shares of a company constitute one class unless divided into separate classes.
- (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- Included details of: $(6)$
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
- (8) If the substantial holder is unable to determine the identity of the person (eg. relevant interest arises because of an option) write "unknown".
- (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure "A" to ASIC Form 604
This is Annexure "A" of 1 page referred to in ASIC Form 604 - Notice of change of interests of substantial shareholder.
Dated this 5th day of June 2008
James Haddock Company Secretary
Mineral Securities Limited
Substantial holders $1.$
The following persons are substantial holders by virtue of being associates of Mineral Securities Ltd, and each other, pursuant to sections 12(2)(a)(i), (ii) or (iii) of the Corporations Act 2001 (Cth).
| ACN/Company No. | Company Name | Country of Incorporation |
|---|---|---|
| 125 112 325 | Mineral Securities Investments (Australia) Pty Ltd | Australia |
| 091 158 593 | Mineral Securities Operations Limited | Australia |
| 092 525 614 | Mineral Securities Holdings Pty Ltd | Australia |
| 117 927 965 | Platmin Holdings Pty Ltd | Australia |
| 109 470 644 | Mineral Securities (China) Pty Ltd | Australia |
| 111 364 562 | Mineral Securities (NK) Pty Ltd | Australia |
| 097 479 420 | Allied Mining Pty Ltd | Australia |
| 097 126 773 | Goodwest Investments Pty Ltd | Australia |
| 095 682 643 | Austalian Ferroalloys Pty Ltd | Australia |
| 125 939 291 | Australis Exploration Pty Ltd | Australia |
| 009 633 096 | Kadina Pty Limited | Australia |
| 119 248 243 | Scarborough Minerals (Australia) Pty Ltd | Australia |
| 000 741 373 | Buka Minerals Pty Limited | Australia |
| 064 048 497 | Buka Minerals (Lady Loretta No.2) | Australia |
| 009 280 086 | Manor Resources NL | Australia |
| 008 744 714 | Scarborough NL | Australia |
| 009 173 880 | Danae Resources Pty Limited | Australia |
| 077 189 096 | Buka Technologies Pty Ltd | Australia |
| 925294 | Mineral Securities Hong Kong (NK) Limited | Hong Kong |
| 943579 | Mineral Securities Golden Sea Limited | Hong Kong |
| 669079 | Cuesta Resources (BVI) Limited | British Virgin Islands |
| 669078 | Algarrobo Holdings (BVI) Limited | British Virgin Islands |
| 1390446 | Minsec Investments (BVI) Limited | British Virgin Islands |
| Minsec Investment Holdings (BVI) Limited | British Virgin Islands | |
| Scarborough Minerals plc | England | |
| Andalucla Mineral Services Limited | England | |
| Sierra Minerals Limited | England | |
| Sierra Explorations SA | Chile | |
| Thrace Investments BV | Netherlands | |
| Kyprou Gold Limited | England | |
| Thrace Minerals Helas SA | Greece | |
| Greenwich Resources (Czech Republic) | Czech Republic | |
| Scarborough Minerals (Finance) Limited | England | |
| Scarborough Minerals Overseas Holdings Limited | England | |
| Scarborough Minerals International BV | Netherlands | |
| SM Corporate Secretary Limited | England | |
| SM Corporate Director Limited | England | |
| Multiplex Development Zarmitan Limited | England | |
| 112 731 638 | Buka Gold Limited | Australia |
| 110 465 177 | Gympie Eldorado Mining Pty Ltd | Australia |
| Mineral Securities (SA) P/L | South Africa |