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CENTRAL PACIFIC MINERALS NL (ASX.CPM)

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19981999200020012002

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Scheme of arrangement with Southern Pacific Petroleum NL

22/03/2002

we understand the merger of the two companies was effected through schemes of arrangement whereby each ordinary share in CPM exchanged for 2.664 ordinary shares in SPP, each contributing share in CPM exchanged for 2.664 contributing shares in SPP, each equity participation share in CPM exchanged for 2.664 equity participation shares in SPP and the terms of the convertible notes were amended so that upon conversion of each note the noteholder was issued 2.664 ordinary shares in SPP - the scheme included a feature allowing shareholders in CPM to defer their exchange into SPP shares for up to 10 years - shareholders who elected to defer participation can, at any time, exchange their CPM securities for SPP securities on the same terms as the original scheme, with a compulsory exchange after 10 years - this was a complex scheme and shareholders and noteholders are advised to check the details with SPP

22/03/2002
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