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Perth, Oct 20, 2009 (ABN Newswire) - Atlas Iron Limited (ASX:AGO) and Warwick Resources Limited (ASX:WRK) are pleased to announce that the Federal Court has today made orders to allow Warwick to convene a meeting of its shareholders ("Shareholders Meeting") and a meeting of its optionholders ("Optionholders Meeting"), to consider the schemes of arrangement ("Schemes") for Warwick's proposed merger with Atlas that was announced to ASX on 8 September 2009.
Details of the merger, including details of how Warwick shareholders and optionholders ("Warwick Security Holders") can vote on the proposed merger, are set out in the Scheme Booklet that will be mailed to Warwick Security Holders shortly.
The Scheme Booklet also contains Independent Expert's Reports that have assessed the proposed merger and concluded that the Schemes are fair and reasonable and in the best interests of Warwick Security Holders.
Scheme Consideration
Under the terms of the Schemes, Atlas is offering:
- Warwick shareholders 1 Atlas share for every 3 Warwick shares held on the record date for the share scheme; and
- Warwick optionholders a number of Atlas shares which is dependent on the tranche of Warwick options held by each optionholder, as set out in Atlas' and Warwick's ASX announcements that were released on 8 September 2009 .
Directors' Recommendation
The directors of Warwick (other than Atlas' nominee) have unanimously recommended that Warwick Security Holders vote in favour of the Schemes, in the absence of a superior offer. The directors of Warwick have also advised that they each intend to vote the Warwick shares and options that they control in favour of the Schemes, in the absence of a superior offer.
Shareholders Meeting and Optionholders Meeting
The Shareholders Meeting is scheduled to take place at 11.30am (WST) on 30 November 2009 at Kailis Bros. GP Kailis Room, 101 Oxford Street, Leederville, Western Australia.
The Optionholders Meeting is scheduled to take place at 12.00pm (WST) on 30 November 2009 at Kailis Bros. GP Kailis Room, 101 Oxford Street, Leederville, Western Australia (or, if later, as soon as possible after the conclusion of the Shareholders Meeting).
All proxy voting instructions for the Shareholders Meeting must be received by no later than 11.30am (WST) on 28 November 2009. All proxy voting instructions for the Optionholders Meeting must be received by no later than 12.00pm (WST) on 28 November 2009.
Timetable
Atlas and Warwick expect the merger will be implemented by 18 December 2009. An indicative timetable for the merger is provided below.
Details of the merger, including details of how Warwick shareholders and optionholders ("Warwick Security Holders") can vote on the proposed merger, are set out in the Scheme Booklet that will be mailed to Warwick Security Holders shortly.
The Scheme Booklet also contains Independent Expert's Reports that have assessed the proposed merger and concluded that the Schemes are fair and reasonable and in the best interests of Warwick Security Holders.
Scheme Consideration
Under the terms of the Schemes, Atlas is offering:
- Warwick shareholders 1 Atlas share for every 3 Warwick shares held on the record date for the share scheme; and
- Warwick optionholders a number of Atlas shares which is dependent on the tranche of Warwick options held by each optionholder, as set out in Atlas' and Warwick's ASX announcements that were released on 8 September 2009 .
Directors' Recommendation
The directors of Warwick (other than Atlas' nominee) have unanimously recommended that Warwick Security Holders vote in favour of the Schemes, in the absence of a superior offer. The directors of Warwick have also advised that they each intend to vote the Warwick shares and options that they control in favour of the Schemes, in the absence of a superior offer.
Shareholders Meeting and Optionholders Meeting
The Shareholders Meeting is scheduled to take place at 11.30am (WST) on 30 November 2009 at Kailis Bros. GP Kailis Room, 101 Oxford Street, Leederville, Western Australia.
The Optionholders Meeting is scheduled to take place at 12.00pm (WST) on 30 November 2009 at Kailis Bros. GP Kailis Room, 101 Oxford Street, Leederville, Western Australia (or, if later, as soon as possible after the conclusion of the Shareholders Meeting).
All proxy voting instructions for the Shareholders Meeting must be received by no later than 11.30am (WST) on 28 November 2009. All proxy voting instructions for the Optionholders Meeting must be received by no later than 12.00pm (WST) on 28 November 2009.
Timetable
Atlas and Warwick expect the merger will be implemented by 18 December 2009. An indicative timetable for the merger is provided below.
Event ----- Scheme Booklet sent to Warwick Security Holders Warwick Shareholders Meeting Warwick Optionholder Meeting Second Court hearing -------------------- Effective Date - court order lodged with ASIC Implementation Date for the share scheme Implementation Date for the option scheme Indicative Date --------------- By 30 October 2009 11.30am (WST) on 30 November 2009 12.00pm (WST) on 30 November 2009 (or, if later, as soon as possible after the conclusion of the Shareholders Meeting) 7 December 2009 8 December 2009 17 December 2009 18 December 2009
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About Atlas Iron Limited
Atlas Iron Limited (ASX:AGO) is mining and exporting from its 100%-owned Pardoo and Wodgina Iron Ore projects, located 75 kilometres and 110km by road from Port Hedland in the Pilbara region of Western Australia. In the 2009/10 financial year Atlas shipped over 1.2 million tonnes of Pardoo Direct Shipping Ore (DSO). Atlas is expanding its production from its Wodgina and Pardoo DSO mines following the commissioning of the Utah Point port facility and is targeting exports at an annualised rate of 6 million tonnes by the end of 2010. When combined with additional export tonnages from its Abydos & Mt Webber DSO Projects, the Company is targeting exports at an annualised rate of 12 million tonnes during 2012.
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