Further re Offer
08 December 2009 - 6:00PM
UK Regulatory
TIDMENRC TIDMCFM
RNS Number : 7317D
Eurasian Natural Resources Corp Plc
08 December 2009
Not for release, publication or distribution in or into Canada, Australia or
Japan or any other jurisdiction where to do the same would constitute a
violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
8 December 2009
Recommended Cash Offer
by
ENRC Africa 1 Limited ("ENRC Africa")
(a wholly-owned subsidiary of Eurasian Natural Resources Corporation PLC)
("ENRC")
for
Central African Mining & Exploration Company plc ("CAMEC")
Offer update
London - On 10 November 2009, ENRC announced that its recommended cash offer
("Offer") to be made by ENRC Africa, to acquire at 20 pence per CAMEC share, the
entire issued and to be issued ordinary share capital of CAMEC which is not
already owned or otherwise contracted to be acquired by ENRC or members of its
group had become unconditional in all respects, and that the Offer was extended
and will remain open until further notice.
Levels of acceptances
As at 1:00 p.m. (London time) on 7 December 2009 (London time), ENRC had
received valid acceptances from eligible CAMEC Shareholders in respect of
1,920,501,124 CAMEC Shares, representing approximately 93.55 per cent. in
nominal value of the CAMEC Shares to which the Offer relates.
Therefore, taking into account the 825,120,595 CAMEC Shares acquired by ENRC
Africa on 17 and 18 September 2009, as at 1:00 pm (London time) on 7 December
2009, ENRC either owned or had received valid acceptances in respect of
2,745,621,719 CAMEC Shares, representing approximately 95.40 per cent. of the
entire issued share capital of CAMEC.
CAMEC Shareholders can still accept the Offer which remains open until further
notice. CAMEC Shareholders who have not yet accepted the Offer are urged to do
so as soon as possible and should follow the procedures for acceptance of the
Offer set out below.
Procedure for acceptance of the Offer
To accept the Offer:
* ALL CAMEC Shareholders who have not yet accepted the Offer and who hold their
CAMEC Shares in certificated form (that is, not in CREST) should complete, sign
and return the Form of Acceptance, in accordance with the instructions contained
therein and as set out in the Offer document.
* ALL CAMEC Shareholders who have not yet accepted the Offer and who hold their
CAMEC Shares in uncertificated form (that is, in CREST) should follow the
procedure for electronic acceptance through CREST in accordance with the
instructions set out in the Offer document.
Settlement
Settlement of the consideration to which CAMEC Shareholders are entitled under
the Offer will be effected (due to the requirements of Regulation 14E of the
Exchange Act): (i) in the case of acceptances received, valid and complete in
all respects as at the date of this announcement, within 3 US business days of
the date of this announcement; or (ii) in the case of acceptances received,
valid and complete in all respects after the date of this announcement but while
the Offer remains open for acceptance, within 3 US business days of such
receipt.
Cancellation of trading of CAMEC Shares on AIM
As announced on 10 November 2009, an application was made to cancel the
admission to trading of CAMEC Shares on AIM. The cancellation took effect from
7:00 am today.
Sell-out right
Taking into account the 825,120,595 CAMEC Shares acquired by ENRC Africa on 17
and 18 September 2009, as at 1:00 pm (London time) on 9 November 2009, ENRC
either owned or had received valid acceptances in respect of 2,637,411,577 CAMEC
Shares, representing approximately 91.65 per cent. of the entire issued share
capital of CAMEC. It therefore satisfied the conditions contained in subsections
983(2), (3) or (4) of the Companies Act 2006 (the "2006 Act").
As required under section 984(3) of the 2006 Act, ENRC Africa has today sent to
each non-assenting minority shareholder ("Minority Shareholder") a notice of
their right to request ENRC Africa to acquire their shares on the terms of the
Offer or on terms agreed between such Minority Shareholder and ENRC Africa.
Minority Shareholders have until 8 March 2010 (the time specified in section
984(2) of the Act) to exercise their sell-out right.
Availability of copies
Copies of the Offer document, the form of acceptance and other documents on
display for the purposes of the Offer are available for inspection during normal
business hours on any business day at the offices of Herbert Smith LLP, Exchange
House, Primrose Street, London EC2A 2HS, United Kingdom, throughout the period
during which the Offer remains open for acceptance.
A copy of this announcement is available to view on ENRC's website at:
www.enrc.com.
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
- ENDS -
Enquiries
For further information, please contact:
+---------------------------------+-------------------------------------+
| ENRC and CAMEC: Investor | |
| Relations | |
+---------------------------------+-------------------------------------+
| Mounissa Chodieva | +44 (0) 20 7389 1879 |
+---------------------------------+-------------------------------------+
| James S Johnson | +44 (0) 20 7389 1862 |
+---------------------------------+-------------------------------------+
| Marianna Adams | +44 (0) 20 7389 1886 |
+---------------------------------+-------------------------------------+
+----------------------------------+------------------------------------+
| ENRC and CAMEC: Press Relations | |
+----------------------------------+------------------------------------+
| Julia Kalcheva | +44 (0) 20 7389 1861 |
+----------------------------------+------------------------------------+
| | |
+----------------------------------+------------------------------------+
| M: Communications | |
| (Public Relations advisor to | |
| ENRC) | |
+----------------------------------+------------------------------------+
| Hugh Morrison | +44 (0) 20 7920 2334 |
+----------------------------------+------------------------------------+
| Edward Orlebar | +44 (0) 20 7920 2323 |
+----------------------------------+------------------------------------+
| Elly Williamson | +44 (0) 20 7920 2339 |
+----------------------------------+------------------------------------+
+---------------------------------+-------------------------------------+
| BMO Capital Markets Limited | |
| (Financial adviser to ENRC) | |
+---------------------------------+-------------------------------------+
| William Smith | +44 (0) 207 664 8120 |
+---------------------------------+-------------------------------------+
| Derk Hartman | +44 (0) 207 664 8125 |
+---------------------------------+-------------------------------------+
| Robin Birchall | +44 (0) 207 664 8122 |
+---------------------------------+-------------------------------------+
BMO Capital Markets Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for ENRC and no one else in connection
with the Offer and will not be responsible to anyone other than ENRC for
providing the protections afforded to BMO Capital Markets Limited clients nor
for providing advice in relation to the Offer nor any other matter referred to
herein.
The Offer is not being, and will not be, made, directly or indirectly, in or
into, Canada, Australia or Japan and the Offer will not be capable of acceptance
from or within Canada, Australia or Japan.
This announcement does not constitute, or form any part of, any offer for, or
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made on the basis of the information contained in the Offer
document and the form of acceptance.
To the extent permitted by applicable law, in accordance with the Code and
normal United Kingdom market practice and pursuant to statutory relief under
Rule 14e-5 of the US Securities and Exchange Act of 1934, as amended (the
"Exchange Act") ENRC and its affiliates or their nominees or brokers (acting as
agents) may, from time to time, during the period in which the Offer remains
open for acceptance make certain purchases of, or arrangements to purchase,
CAMEC shares otherwise than under the Offer, such as in open market or privately
negotiated purchases. Such purchases, or arrangements to purchase, will comply
with all applicable United Kingdom rules, including the Takeover Code and the
rules of the London Stock Exchange. In addition, in accordance with the Takeover
Code, normal United Kingdom market practice and Rule 14e-5 of the Exchange Act,
BMO Capital Markets Limited serving as a financial adviser to ENRC and its
affiliates may make purchases of, or arrangements to purchase, CAMEC shares
outside of the Offer or engage in trading activities involving CAMEC shares and
various related derivative transactions in the normal and ordinary course of
their business. Information regarding such activities which is required to be
made public in the United Kingdom pursuant to the Takeover Code will be reported
to a regulatory information service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.
Rule 8 Notices
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of CAMEC, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of CAMEC,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of CAMEC by ENRC or CAMEC, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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