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.
