Invecture acquired 62,902,631 Common Shares pursuant to its take-over bid offer dated October 10, 2013 at a price of Cdn$0.15 in cash per Common Share (the "Offer"). As a result of the take up of the Common Shares deposited to the Offer, and together with the 20,000,000 Common Shares owned by Invecture prior to the Offer and an additional 430,239 Common Shares acquired by Invecture under the procedures for notices of guaranteed delivery in respect of the Offer, Invecture currently owns a total of 83,332,870 Common Shares, representing approximately 79.59% of the issued and outstanding Common Shares.
A special meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") has been called for January 6, 2014 to approve the Arrangement. The record date for determining Shareholders entitled to receive notice of and to vote at the Meeting is November 27, 2013 (the "Record Date"). To become effective, the special resolution approving the Arrangement must be passed by: (a) two-thirds of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting; and (b) a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, excluding the 20,000,000 Common Shares acquired by Invecture prior to the Offer, in accordance with National Instrument 61-101 – Protection of Minority Security Holders in Special Transaction.
The consideration payable under the Arrangement will be identical to the consideration received by Shareholders under the Offer. Subject to the terms of the Arrangement, Shareholders will be entitled to receive payment of Cdn$0.15 in cash from Invecture for each Common Share held as of the effective time of the Arrangement.
The board of directors of Kimber (other than Invecture’s appointees, being John Detmold, Bryan Nethery and Mark Pearson, who did not vote) has unanimously approved the terms of the Arrangement Agreement and recommends that the Shareholders vote FOR the resolutions approving the Arrangement.
The completion of the Arrangement is subject to satisfaction of certain customary conditions, including receipt of Shareholder approval as described above and all necessary court approvals. Assuming all of the terms and conditions of the Arrangement are satisfied, the closing of the Arrangement is expected to take place on or about January 8, 2014, following which it is expected that the Common Shares will be de-listed from the Toronto Stock Exchange and Kimber will become a wholly-owned subsidiary of Invecture.
