terms of asx waiver

Announcement – Terms of ASX Waiver
As announced to ASX on 29 January 2008, CopperCo Limited ( “CopperCo”) proposes to merge with Mineral Securities
Limited (“MinSec”) by way of an agreed takeover for all of the shares in MinSec, and offers to cancel all unexercised
options in MinSec. Details of the proposed transaction are set out in the general meeting package (including notice of
general meeting, explanatory memorandum and concise independent expert’s report) released to ASX earlier today.
As announced on 29 January 2008 and further described in the general meeting package, the ASX Listing Rules require
that certain aspects of the takeover offer (and options offers) for MinSec be approved by CopperCo shareholders. The
general meeting package explains the approvals required and sets out the additional information required by the ASX
Listing Rules.
At the shareholders’ meeting on 16 May 2008, CopperCo will (among other things) ask its shareholders for approval:
• under Listing Rule 7.1 to issue consideration shares to MinSec shareholders (who accept the takeover offer)
and MinSec option holders (who accept the options offers); and
• under Listing Rule 10.11 to issue consideration shares to MinSec shareholders (who accept the takeover offer)
or MinSec optionholders (who accept the options offers) and who are “related parties” of CopperCo (that is are
CopperCo directors, potential CopperCo directors, directors of a substantial shareholder in CopperCo or
entities associated with them).
Usually, when shareholders approve an issue of shares under Listing Rule 7.1, ASX Listing Rule 7.3.2 requires that the
relevant shares be issued within 3 months of the date of the meeting. Similarly, when an issue of shares is approved
under Listing Rule 10.11, ASX Listing Rule 10.13.3 requires the relevant shares be issued within one month of the date
of the meeting. These time limits are not practical in the context of an issue of shares pursuant to a takeover offer –
given that the relevant shares will only be issued at (or towards) the end of the offer period (and only once the relevant
offer conditions have been satisfied or waived). It is quite possible that this will be later than 3 months after the date of
the meeting. The usual exemptions for takeover offers (in Listing Rules 7.2 (exception 5) and 10.12 (exception 5)) do
not apply in the present case given that MinSec is incorporated in the British Virgin Islands.
Accordingly, ASX has granted CopperCo a waiver of the requirements in Listing Rules 7.3.2 and 10.13.3 to allow it
(subject to shareholder approval at the upcoming shareholders meeting) to issue the shares at a later date.
The waiver was granted on condition that:
• the general meeting package contains the full terms and conditions of the issue and maximum number of
securities to be issued pursuant to the takeover offer and options offers, including the number of securities to
be issued to related parties;
• the general meeting package states that the securities will be issued when securities of MinSec are acquired by
CopperCo in accordance with the takeover offer or options offers, including under any available compulsory
acquisition procedure associated with those offers, and in any event by no later than 8 months after the date of
the meeting; and
• CopperCo releases the terms of the waiver to the market by way of a separate announcement (being this
announcement).
The general meeting package will be received by shareholders shortly. It is an important document and CopperCo
recommends that all shareholders read it in full.
Yours faithfully
PHILLIP HARTOG
Company Secretary