First Quantum Minerals Ltd. and Kiwara Plc announced on November 23, 2009, that they entered into an Implementation Agreement, pursuant to which First Quantum agreed to acquire the entire issued share capital of Kiwara by way of a scheme of arrangement in accordance with Part 26 of the UK Companies Act of 2006, as amended. On January 29, 2010, First Quantum and Kiwara announced that the scheme became effective and the acquisition completed.
Pursuant to the scheme, each shareholder of Kiwara (except shareholders of Kiwara on the South African sub-register, or “SA register”) received 0.0085 of a new common share of First Quantum and 37.5 pence for every ordinary share of Kiwara. In accordance with a ruling by the exchange control department of the South African Reserve Bank, the shareholders on the SA register received 37.5 pence for every Kiwara share they held and the cash proceeds from the sale of the new common shares of First Quantum they were entitled to receive under the scheme. An information circular outlining the scheme was mailed on December 18, 2009 to all of the Kiwara shareholders. In addition, First Quantum made proposals to each optionholder, warrantholder and participant of the Kiwara share appreciation rights scheme. The total consideration paid by First Quantum to the Kiwara shareholders pursuant to the scheme and to optionholders, warrantholders and participants pursuant to the proposals was 1,864,960 common shares of First Quantum and £75,451,154.02.
On January 11, 2010, First Quantum announced that at the meeting of Kiwara shareholders convened by the High Court of Justice in England and Wales and the subsequent general meeting of Kiwara shareholders held that day, all the resolutions received the necessary majority votes and were accordingly approved. On January 28, 2010, First Quantum and Kiwara announced that the court sanctioned the scheme. The order of the court sanctioning the scheme was delivered to the Registrar of Companies in England and Wales on January 29, 2010, giving effect to the scheme and completing the acquisition. On February 1, 2010 the 1,864,960 common shares issued in connection with the scheme and the proposals were admitted to trading on the official list of the London Stock Exchange and the Toronto Stock Exchange. Trading in Kiwara shares on AIM was cancelled with effect from 7:00 a.m. (GMT) on February 1, 2010 and in accordance with the requirements of the Johannesburg Stock Exchange, the listing of the Kiwara shares were to be terminated with effect on the commencement of business on February 9, 2010.
First Quantum was represented by Christopher Lemon, General Counsel and Corporate Secretary, and Tiana Johnson, Assistant Corporate Secretary, and by McCarthy Tétrault, Registered Foreign Lawyers and Solicitors, with a team that included Robert Brant, Reena Modha and Danielle Grover, all members of the firm's Corporate Finance and Mergers and Acquisitions Group.
Kiwara was represented by Fasken Martineau DuMoulin LLP with a team that included Nigel Gordon and Michael Kashis, both members of the firm's Corporate/Commercial team.