TIDMASA
RNS Number : 1447X
Rich Pro Investments Limited
21 November 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 UNCONDITIONAL IN ALL RESPECTS
RPI today announces that, in accordance with the terms and
conditions of the Offer set out in the Offer Document dated 25 July
2017, the Acceptance Condition as set out in the Offer Document has
been waived down from 90 per cent. to 50 per cent. plus one ASA
Share and all other remaining conditions to the Offer have now
either been satisfied or waived.
As at 1.00 p.m. (London time) on 20 November 2017, RPI owned or
had received valid acceptances of the Offer in respect of
895,951,548 ASA Shares, representing 52.94 per cent. of the total
issued ASA Shares, which RPI may count towards the Acceptance
Condition.
Accordingly, the Offer is now unconditional in all respects.
Further information on the levels of acceptance and the period for
which the Offer will remain open for acceptance are set out
below.
The capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Background
RPI believes that, as the majority shareholder of ASA following
completion of the Offer, it will be better placed to engage with
the joint administrators to ASA (the "Administrators"), in the best
interests of all stakeholders, with a view to achieving the
Company's exit from administration as soon as possible.
The Offer Document sets out in full RPI's intentions with regard
inter alia to the employees, management, places of business and
fixed assets of ASA. RPI reiterates these intentions and its belief
that it is well placed to resolve many of the risks and
uncertainties facing ASA. However, as a result of the
administration, there can be no certainty as to the circumstances
of ASA following the Company's exit from administration or the
capacity for RPI to give effect to its statements of intention set
out in the Offer Document.
RPI also reconfirms that none of Ning Yat Hoi, Kwan Yim Chiu and
China International Mining Group Corporation are involved in the
making of the Offer and reiterates its intention not to involve any
of these parties in the management or operation of the ASA Group
following completion of the Offer (save as to the seeking from
these parties of relevant information).
RPI has previously offered to provide up to US$40 million of new
financing to ASA at an interest rate of 5% per annum for the
settlement of its creditors, subject to the ASA Board being
reconstituted, the Company's exit from administration and other
standard terms and conditions. RPI continues to believe that these
terms are highly attractive.
RPI remains willing to provide such finance on the terms
previously offered, but is prepared to increase the amount of such
financing beyond US$40 million to such amount as is necessary to
repay all of the Company's creditors.
Should the Administrators instead pursue a sale of all of ASA's
assets, RPI would similarly be willing to acquire the Company's
assets on a basis that would result in the repayment of all of the
Company's creditors and a payment to each of the ASA Shareholders
at the relevant time of 2.1 pence per ASA Share (being the price
offered by RPI pursuant to the Offer, which represented a premium
of approximately 64.7 per cent to the closing price of 1.275 pence
per ASA Share immediately prior to RPI's announcement of its
Offer).
RPI does not however consider that a disposal of some or all of
ASA's assets in this manner would be in the best interests of the
Company's stakeholders, not least because it may further complicate
the lifting of the suspension on trading of ASA Shares by the
London Stock Exchange. RPI is aware that, under Rule 41 of the AIM
Rules for Companies, if such suspension is not lifted by 28 January
2018 (being six months after the date that the ASA Shares were
first suspended), the Company's admission to AIM may be
cancelled.
Offer remains open for acceptance
The Offer remains open for acceptance until 1.00 p.m. (London
time) on 15 December 2017 in accordance with Rule 31.4 of the Code.
For the avoidance of doubt, as the Offer is now unconditional as to
acceptances, ASA Shareholders who have accepted the Offer are not
now unable to withdraw their acceptance.
ASA Shareholders who have not already done so are urged to
accept the Offer as soon as possible. Details of the procedure for
doing so are set out in the Offer Document.
Levels of acceptance
In accordance with Rule 17.1 of the Code, RPI announces that as
at 1.00 p.m. (London time) on 20 November 2017, RPI had received
valid acceptances in respect of 825,584,695 ASA Shares,
representing 48.78 per cent. of the total issued ASA Shares.
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 20 November 2017,
RPI owned or had received acceptances of the Offer in respect of
895,951,548 ASA Shares, representing 52.94 per cent. of the total
issued ASA Shares, which RPI may count towards the Acceptance
Condition.
Of the valid acceptances received, acceptances have been
received in respect of:
-- 54,753,317 ASA Shares, representing 3.24 per cent. of the
total issued ASA Shares, from parties acting in concert with RPI,
all of which were subject to irrevocable undertakings to accept the
Offer; and
-- 381,219,254 ASA Shares, representing 22.53 per cent. of the
total issued ASA Shares, which were subject to irrevocable
undertakings or a letter of intent (excluding those acceptances
from parties acting in concert with RPI).
RPI received irrevocable undertakings from ASA Shareholders to
accept the Offer in respect of 320,289,512 ASA Shares, representing
approximately 18.93 per cent. of the existing issued share capital
of ASA. Acceptances have been received in respect of all of these
ASA Shares but for invalid acceptances which were received in
respect of 159,655,183 ASA Shares, representing approximately 9.44
per cent. of the existing issued share capital of ASA.
RPI also received a non-binding letter of intent to accept the
Offer in respect of, in aggregate, 275,338,243 ASA Shares,
representing approximately 16.27 per cent. of the existing issued
share capital of ASA. Acceptances have been received in respect of
all of these ASA Shares except for one ASA Share (in respect of
which the acceptance was withdrawn, as previously notified).
Settlement of consideration
Settlement of the consideration due under the Offer will be
effected as follows:
-- in the case of acceptances which have already been received
or received on the date of this announcement and are valid and
complete in all respects, as soon as reasonably practicable and, in
any case, by 5 December 2017 (being 14 days after the date of this
announcement); or
-- in the case of acceptances which are valid and complete in
all respects and received after the date of this announcement but
while the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described 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
Kim Camilleri
Ntobeko Chidavaenzi
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
MSCOKDDNPBDDNDB
(END) Dow Jones Newswires
November 21, 2017 10:37 ET (15:37 GMT)
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