TIDMASA
RNS Number : 0656S
Rich Pro Investments Limited
28 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
CASH OFFER
by
RICH PRO INVESTMENTS LIMITED ("RPI")
for
ASA RESOURCE GROUP PLC ("ASA")
-----------------
OFFER UPDATE
RPI announces that, on the basis set out below, its Offer is now
extended to, and will remain open for acceptance until, 1.00 p.m.
on 3 November 2017.
Constructive discussions continue to be held between RPI, the
Wider Hailiang Group, certain other stakeholders in ASA, and Mark
Skelton and Trevor Birch of Duff & Phelps Ltd, as joint
administrators to ASA (the "Administrators"). RPI wishes to assist
ASA to exit administration as soon as possible.
It is in light of progress being made in this regard that RPI
has sought and received the consent of both the Administrators and
the Panel Executive, pursuant to Rule 31.6(a) of the Code, for the
latest date by which the Offer may become or be declared
unconditional as to acceptances to be extended to 3 November
2017.
Shareholders are urged to accept the Offer as soon as
possible.
Acceptance Levels
In accordance with Rule 17.1 of the Code, RPI announces that as
at 1.00 p.m. (London time) on 27 September 2017, RPI had received
valid acceptances in respect of 816,385,416 ASA Shares,
representing 48.24 per cent. of the total issued ASA Shares (the
"Valid Acceptances"). Of the Valid Acceptances, 434,972,571 ASA
Shares, representing 25.71 per cent. of the total issued ASA
Shares, were subject to irrevocable undertakings or a letter of
intent.
RPI holds 70,366,853 ASA Shares, representing 4.16 per cent. of
the total issued ASA Shares.
Accordingly, as at 1.00 p.m. (London time) on 27 September 2017,
RPI owned or had received acceptances of the Offer in respect of
886,752,269 ASA Shares, representing 52.40 per cent. of the total
issued ASA Shares, which RPI may count towards the Acceptance
Condition.
In addition to the Valid Acceptances, at 1.00 p.m. (London time)
on 27 September 2017, RPI had received incomplete acceptances in
respect of 182,629,602 ASA Shares, representing 10.78 per cent. of
the total issued ASA Shares (the "Incomplete Acceptances"), which
RPI is not entitled to count towards the Acceptance Condition. Of
the Incomplete Acceptances, 159,655,183 ASA Shares, representing
9.44 per cent. of the total issued ASA Shares, were subject to
irrevocable undertakings or a letter of intent.
The Incomplete Acceptances were invalid for various reasons,
including incorrect or no share certificates being received, and
incorrect signatures or witness statements.
Conditions of the Offer
For the avoidance of doubt, the Offer remains subject to the
terms and the conditions set out or referred to in the Offer
Document posted to ASA Shareholders on 25 July 2017, except that
the final closing date of the Offer, as set out in paragraph 1.2 of
Part B of Appendix 1 of the Offer Document, shall be read to be 3
November 2017 (and all other references in the Offer Document and
Form of Acceptance to 23 September 2017 should accordingly be
deemed to be references to 3 November 2017). As previously
notified, the Offer remains subject to the conditions set out in
Part A of Appendix 1 of the Offer Document, including the condition
in paragraph (a) (the "Acceptance Condition"), which is set out
below:
"(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 p.m. on the
First Closing Date (or such later time(s) and/or date(s) as RPI
may, with the consent of the Panel or subject to the rules of the
City Code, decide) in respect of not less than 90 per cent. (or,
subject to the requirements of the City Code, such lower percentage
as RPI may decide) in nominal value of the ASA Shares to which the
Offer relates and not less than 90 per cent. (or, subject to the
requirements of the City Code, such lower percentage as RPI may
decide) of the voting rights carried by the ASA Shares to which the
Offer relates provided that this condition will not be satisfied
unless RPI shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) ASA Shares carrying in
aggregate over 50 per cent. of the voting rights then normally
exercisable at a general meeting of ASA."
Amongst others, the Offer is also subject to the condition in
paragraph (g)(xii) of Part A of Appendix I of the Offer Document
(the "Insolvency Condition"), which is set out below:
"(g) save as disclosed in the Annual Report or as publicly
announced by ASA prior to 11 July 2017 (by the delivery of an
announcement to a Regulatory Information Service), no member of the
Wider ASA Group having since 31 March 2016:
(xii) taken any corporate action or had any legal proceedings
instituted or threatened against it or had any petition presented
or order made for its winding-up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and/or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction."
RPI has agreed with the Panel Executive that RPI has an ongoing
ability to lapse the Offer on the Insolvency Condition.
Furthermore, the Panel Executive has indicated to RPI on an
ex-parte basis that if ASA exits from administration following the
lapse of the Offer, it would consider that to be a material change
of circumstances which would allow a dispensation to be granted
from the restrictions under Rule 35.1 of the Code on the ability of
RPI, any person who acted in concert with RPI in the course of the
Offer, or any person who is subsequently acting in concert with any
of them, within 12 months of the Offer lapsing, either:
(a) to announce an offer or possible offer for ASA (including a
partial offer which could result in the offeror and persons acting
in concert with it being interested in shares carrying 30% or more
of the voting rights of the offeree company);
(b) to acquire any interest in shares of the offeree company if
the offeror or any such person would thereby become obliged under
Rule 9 of the Code to make an offer;
(c) to acquire any interest in, or procure an irrevocable
commitment in respect of, shares of the offeree company if the
shares in which such person, together with any persons acting in
concert with him, would be interested and the shares in respect of
which he, or they, had acquired irrevocable commitments would in
aggregate carry 30% or more of the voting rights of the offeree
company;
(d) to make any statement which raises or confirms the
possibility that an offer might be made for the offeree company;
or
(e) to take any steps in connection with a possible offer for
ASA where knowledge of the possible offer might be extended outside
those who need to know in the offeror and its immediate
advisers.
The Panel Executive has indicated on an ex-parte basis that, in
such a situation, there shall be no restrictions on the ability of
RPI, any person who acted in concert with RPI in the course of the
Offer, or any person who is subsequently acting in concert with any
of them, to acquire, or offer to acquire, any of the assets of ASA,
whether from the Administrators or otherwise.
If RPI does in the future decide to lapse the Offer and make a
further offer to acquire the ASA Shares, there is no requirement
for such further offer to be made at the same price, or on the same
terms as the Offer.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
Rich Pro Investments Limited
Bian Qi +86 571 5812 1566
finnCap Limited (financial adviser to RPI)
Henrik Persson 020 7220 0500
James Thompson
FTI Consulting (PR adviser to RPI)
Ben Brewerton 020 3727 1000
Edward Westropp
Sara Powell
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
INTED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY
SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT AND, IN RESPECT OF ASA SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER
DOCUMENT.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
RPI and no one else in connection with the Offer and will not be
responsible to anyone other than RPI for providing the protections
afforded to clients of finnCap nor for providing advice in relation
to the Offer, the content of this announcement or any other matter
or arrangement referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement
and the availability of the Offer in jurisdictions other than the
United Kingdom may be restricted by law and persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves about, and observe,
any applicable requirements. This announcement and the Offer
Document have been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement and the Offer Document had been prepared in accordance
with the law of jurisdictions outside the United Kingdom.
The availability of the Offer to ASA Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. Such persons
should inform themselves about and observe any applicable legal or
regulatory requirements.
Unless otherwise determined by RPI or required by the City Code
and permitted by applicable law and regulation, the Offer will not
be made, directly or indirectly, in, into or from, or by the use of
the mails of, or by any means or instrumentality (including,
without limitation, telephone, facsimile, the internet or any other
form of electronic communication) of interstate or foreign commerce
of, or through any facility of a national securities exchange of,
any Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction. Accordingly, copies of
this announcement and the Offer Document are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent, in, into or from any Restricted
Jurisdiction and persons receiving these documents (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and must not mail, transmit or otherwise
forward, distribute or send it in, into or from any Restricted
Jurisdiction. Doing so may render invalid any purported acceptance
of the Offer. Notwithstanding the foregoing, RPI will retain the
right to permit the Offer to be accepted and any sale of securities
pursuant to the Offer to be completed if, in its sole discretion,
it is satisfied that the transaction in question can be undertaken
in compliance with applicable law and regulation.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning ASA and RPI. Generally, the
words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of those risks and uncertainties relate to factors that are
beyond the abilities of RPI and ASA to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants, and therefore undue reliance should not
be placed on such statements. RPI does not assume any obligation
and does not intend to update these forward-looking statements,
except as required pursuant to applicable law.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to consummate the Offer; the
ability to obtain the satisfaction of the conditions on the
proposed terms and schedule; the potential impact of the
announcement or consummation of the Offer on relationships,
including with employees, suppliers, customers and competitors; and
changes in general economic, business and political conditions.
Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither RPI nor any of its respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the AIM Rules and the Disclosure and Transparency
Rules of the FCA, as applicable), RPI is not under any obligation,
and RPI disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the Code
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and, in respect of ASA Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the City Code will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the Hailiang website at
http://www.Hailiang.com/en/index.php/service/disclaimer by no later
than 12 noon (London time) on the business day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by contacting finnCap
during business hours on 020 7220 0500 or by submitting a request
in writing to finnCap at 60 New Broad Street, London, EC2M 1JJ
(attention James Thompson). For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAKNPADPXEEF
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September 28, 2017 02:41 ET (06:41 GMT)
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