Cerida is being treated as a related party of ENRC as a consequence of its interest in Camrose. Cerida is an indirect, wholly owned subsidiary of Fleurette Properties Limited ('Fleurette'), whose entire issued share capital is, in turn, indirectly and wholly owned by a discretionary trust for the benefit of the wife and children of Mr. Dan Gertler. Fleurette and its subsidiary, Straker, are associates of Cerida. Mr. Palankoy holds the share in Akam and Simplex as nominee for other subsidiaries of Camrose. As far as ENRC is aware, Mr. Palankoy is not an associate of Cerida but is a lawyer with the DRC firm Cabinet Palankoy and acts for the Fleurette group. However, because Mr. Medard Palankoy is a director of the operating subsidiaries of Camrose he is also being treated as a related party for the purposes of the Acquisition.
The proposed transaction constitutes a related party transaction under the Listing Rules and, as a result, requires the approval of ENRC shareholders at a General Meeting, which is to take place on Friday, 28 December 2012. A circular containing further details of the proposed transaction and setting out the notice of the General Meeting and the resolution required to approve the proposed transaction will be sent to ENRC shareholders today. The circular includes an updated Competent Person's Report on the mineral assets of Comide and Metalkol by SRK Consulting.
The Board of Directors of ENRC, which has been so advised by Morgan Stanley, considers the Acquisition to be fair and reasonable so far as ENRC Shareholders are concerned. In providing its advice to the Board of Directors of ENRC, Morgan Stanley has taken into account the Board of Directors' commercial assessments of the Acquisition. In addition, the independent non-executive Directors of ENRC, who have been so advised by Lazard, consider that the terms of the Acquisition are fair and reasonable so far as ENRC Shareholders are concerned. In providing its advice to the independent non-executive directors of ENRC, Lazard has taken into account the independent non-executive Directors' commercial assessments of the Acquisition.