TORONTO, July 9 /CNW/ - Polo Resources Limited (AIM and TSX: POL) is pleased to announce that yesterday it and its wholly owned subsidiary Polo Australasia Limited entered into an agreement with Nippon Uranium Resources (Australia) Proprietary Limited ("Nippon Uranium"), a wholly owned subsidiary of ITOCHU Corporation, for the sale of Polo's entire interest of 22,550,849 shares in Extract Resources Limited ("Extract") ("Extract Shares") at a price of AUD7.00 per Extract Share, representing total consideration of approximately AUD157.9 million, subject, inter alia, to requisite approvals by shareholders of Polo at a general meeting of the Company and to Australian Foreign Investment Review Board ("FIRB") approval for the acquisition of certain of the Extract Shares. The price of AUD7.00 per Extract Share represents a 3.7% premium to the closing market price of the Extract Shares on the ASX on 8 July 2010, and a premium of 8.9% to the closing market price of AUD6.43 on 6 July 2010, the date on which the terms of the disposal were proposed to Polo, and recognises the strategic importance of the block in which Polo is interested.
In addition to the agreement to sell 22,550,849 Extract Shares by Polo, Regent Mercantile Holdings Limited, a corporation associated with Mr. Dattels, Polo's Chairman, has agreed to sell to Nippon Uranium 2,187,708 Extract Shares, and Emerging Metals Limited, a company in which Mr. Dattels is Chairman, has agreed to sell 368,721 Extract Shares, in each case subject to FIRB approval of the acquisitions. The total number of Extract Shares therefore agreed to be purchased by Nippon Uranium is 25,107,278 shares, representing 10.3% of Extract's issued share capital.
The Company has agreed that the sale of 3,900,000 Extract Shares, being 17.3% of Polo's holding, which is not subject to any conditions, will be settled on 15 July 2010 for a gross cash consideration of AUD27.3 million.
Under the AIM Rules the sale of the remaining 18,650,849 Extract Shares ("the Conditional Extract Shares"), being the entire balance of Polo's holding, will be subject to Polo shareholder approval at a general meeting of the Company which is expected to be convened for early August 2010 (the "General Meeting"). The sale of the Conditional Extract Shares will be completed within five business days after the later of shareholder approval being obtained for the sale at the General Meeting and FIRB approval being obtained for the acquisition of certain of the Extract Shares by Nippon Uranium. Prior to 15 July 2010, the directors of Polo are required to undertake to Nippon Uranium to procure that all shares which they and their family (as defined in the AIM Rules) own or control are voted in favour of the sale of the Extract Shares at the General Meeting, which represent a total of 225,910,486 ordinary shares (9.75% of the issued share capital of the Company).
All of the Extract Shares are being sold at a price of AUS7.00 per Extract Share and the gross proceeds of the sale payable to Polo Australasia Limited, including the Conditional Extract Shares, will be approximately AUD157.9 million.
The directors are currently assessing the most suitable manner in which to return value to shareholders through the use of the sales proceeds, which as announced on 2 July 2010, subject to receipt of shareholder approval, completion of the sale of the Extract Shares and receipt of cash proceeds of the sale of the Extract Shares, the Board of Polo may utilise part of the proceeds of sale to fund a special dividend to shareholders of 3p per share. The Board of Polo also intends to use the sale proceeds in accordance with its proposed investing policy and for working capital purposes. Polo will update shareholders on the outcome of this assessment in due course.
The notice of General Meeting and a circular to shareholders will be distributed by the Company on or by 16 July 2010. As announced on 30 June 2010 and as required by AIM Rule 15, the Company is preparing an investing policy and the notice of General Meeting and circular to shareholders will include details of the proposed investing policy and seek approval of the Company's proposed investing policy.
About the Company
Polo is an emerging energy company focused on acquiring and developing advanced stage coal and uranium properties. For complete details on Polo Resources Limited, management encourages investors and interested parties to view its public documents filed on AIM Market at www.poloresources.com.
About Extract Resources
Extract Resources Limited (ASX and TSX code: EXT) ("Extract") is based in Perth, Western Australia. Extract's primary business focus is in the African nation of Namibia, in which it has a large land position of 2,653 km(2) over several licenses. While the projects have various mineral occurrences, Extract's main objective is based around the potential of the uranium (U3O8) rich provinces in Namibia, particularly within the alaskite belt that hosts the world class Rossing Mine.
The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of Polo Resources Limited. There can be no assurance that such statements will prove to be accurate, achievable or recognizable in the near term. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Polo Resources Limited assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.
SOURCE Polo Resources Limited
For further information: For further information: Polo Resources Limited, Neil Herbert, Executive Co-Chairman, + 27 82 404 36 37; Canaccord Genuity Limited, Ryan Gaffney/Bhavesh Patel, + 44 (0) 20 7050 6500; Toronto, James McVicar, Heenan Blaikie LLP, +1 416 643 6903; Financial Dynamics, Ben Brewerton/Ed Westropp, + 44 (0) 20 7831 3113