The Management Board of KGHM Polska Miedź S.A. („KGHM”, „Company”) announces that the shareholders of Quadra FNX Mining Ltd („Quadra FNX”) at the General Meeting of the company convened on 20 February 2012, approved by the required majority of votes the transaction described in the binding conditional agreement entered into between KGHM and Quadra FNX on 6 December 2011. As a result of this transaction, KGHM, through its special purpose wholly controlled subsidiary, founded under British Columbia law, will acquire from the existing shareholders, under a Plan of Arrangement recommended by the Board of Directors of Quadra FNX, the shares of Quadra FNX, representing 100% of the share capital of this company.
Closure of the transaction was made contingent on the fulfillment of conditions precedent, consisting of gaining shareholder approval as expressed by a majority 2/3 of the votes at the General Meeting of Quadra FNX, court approval for the transaction and regulatory approvals by appropriate monopoly-control bodies, and by the Canadian Minister of Industry.
Both the Competition Bureau of Canada as well as the United States Federal Trade Commission have announced that they are not opposed to the acquisition of all of the shares of Quadra FNX by KGHM or an affiliate thereof. Consent by the shareholders of Quadra FNX fulfills an another condition precedent toward closure of the transaction. Also required for closure of the transaction is approval of the Supreme Court of British Columbia and approval of the Canadian Minister of Industry.
See also current report no. 40/2011 dated 6 December 2011 and no. 1/2012 dated 4 January 2012.
Legal basis: § 5 sec. 1 point 4 the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws from 2009 No. 33, item 259 with subsequent amendments).
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