TIDMDIAA TIDMDIAM
RNS Number : 5866D
Abdallah Chatila
17 May 2012
FOR IMMEDIATE RELEASE
17 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH
AFRICA.
MANDATORY CASH OFFER BY ABDALLAH CHATILA
TO ACQUIRE DIAMOND CIRCLE CAPITAL PLC AT US$3.50 PER DCC
SHARE
NOTIFICATION OF ERROR IN OFFER DOCUMENT
1. Introduction
On 10 May 2012 Abdallah Chatila announced that he had published
the Offer Document in relation to the Offer on the following
website: www.achatila.ch.
The definitions used in this announcement are contained in
Appendix I to this announcement.
2. Notification of error in the Offer Document
It has come to the Offeror's attention that the Offer Document
initially published on his website at www.achatila.ch and posted to
DCC Shareholders on 11 May 2012 contained an error on page 29 in
that it mistakenly stated that settlement of acceptances to the
Offer would be in pounds sterling rather than in United States
dollars (US$), the latter being the currency in which the Offer is
made.
Accordingly, the Offeror wishes to clarify that Section 8 of
Part A of Appendix I of the Offer Document as set out in page 29 of
the Offer Document should read as follows:-
"8. Settlement
At the end of the Offer Period, settlement of the consideration
to which any DCC Shareholder is entitled under the Offer will be
effected by the despatch of cheques or the crediting of CREST
accounts within 14 days of the end of the Offer Period.
(a) DCC Shares held in certificated form (that is, not in CREST)
Where an acceptance relates to DCC Shares held in certificated
form, the cash consideration to which the accepting DCC Shareholder
is entitled will be despatched by first class post (or such other
method as the Panel approves) in United States dollars (US$) by
cheque drawn on a UK clearing bank.
(b) DCC Shares held in uncertificated form (that is, in CREST)
Where an acceptance relates to DCC Shares held in uncertificated
form, the cash consideration to which the accepting DCC Shareholder
is entitled will, except in limited circumstances, be paid in
United States dollars (US$) by means of CREST by the Offeror
procuring the creation of an assured payment obligation in favour
of the accepting DCC Shareholder's payment bank in respect of the
cash consideration due, in accordance with the CREST assured
payment arrangements. the Offeror reserves the right to settle all
or any part of the cash consideration referred to above, for all or
any accepting DCC Shareholder(s), in the manner referred to in
paragraph (a) above, if, for any reason, it wishes to do so.
(c) All remittances, communications, notices, certificates and
documents of title sent by, to or from DCC Shareholders or their
appointed agents will be sent at their own risk."
A corrected version of the Offer Document has been published on
the Offeror's website at www.achatila.ch, and an appropriate
notification is being despatched to DCC Shareholders today in
accordance with the City Code.
The Offer Document will continue to be made available on the
above website free of charge until the Offer closes.
The Offer will remain open for acceptance, subject to the terms
of the Offer Document, until 1.00 pm on 31 May 2012.
Copies of the corrected 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 Reed Smith LLP, The Broadgate Tower,
20 Primrose Street, London EC2A 2RS throughout the period during
which the Offer remains open for acceptance.
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by means of the Offer
Document and, in the case of certificated DCC Shares, the Form of
Acceptance accompanying the Offer Document.
DCC Shareholders may request a copy of the Offer Document, and
any information incorporated into it by reference to another
source, in hard copy form by writing to Computershare Investor
Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, or by
calling 0870 873 5873 or, if calling from outside the UK, on +44
870 873 5873 between 9.00am and 5.00pm (London time) Monday to
Friday (except UK public holidays). Computershare cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice.
DCC Shareholders will not receive a further hard copy of the
Offer Document unless they so request and any existing hard copies
of the Offer Document received by DCC Shareholders should
accordingly be read in conjunction with the corrected Section 8 of
Part A of Appendix I of the Offer Document set out above.
3. Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders are contained in the Offer Document.
Unless otherwise determined by the Offeror or required by the
City Code, and permitted by applicable law and regulation, the
Offer is not being made available, directly or indirectly, in, into
or from the United States, Australia, Canada, New Zealand, the
Republic of South Africa or Japan or any other jurisdiction if to
do so would constitute a violation of the laws of such jurisdiction
and no person may accept the Offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
4. Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% 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 City Code, any person who is, or
becomes, interested in 1% 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
The Offeror made an Opening Position Disclosure in respect of
himself and the other Offeror Concert Parties under Rule 8.1(a) of
the City Code on 8 May 2012.
5. Publication on Website
A copy of this announcement and the corrected Offer Document are
available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
the Offeror's website at www.achatila.ch.
6. Enquiries:
Offeror: Abdallah Chatila Tel: +41 (22) 731 49 00
Reed Smith LLP (Legal adviser to the Offeror): Oliver s'Jacob
Tel: +44 (0) 20 3116 3000
Appendix I
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Business Day" means a day other than a Saturday or
Sunday or a public holiday in England
and Wales;
"Canada" Canada, its provinces, territories and
all areas subject to its jurisdiction
and any political sub-division thereof;
"City Code" the City Code on Takeovers and Mergers;
"DCC Shareholder(s)" holders, from time to time, of DCC Shares;
"DCC Shares" the existing issued or unconditionally
allotted and paid (or credited as fully
paid) ordinary shares of US$0.01 each
in the capital of Diamond Circle Capital
and any further shares which are unconditionally
allotted or issued fully paid (or credited
as fully paid) on or prior to the date
on which the Offer closes or, subject
to the provisions of the City Code, such
earlier date or dates as the Offeror
may determine;
"Diamond Circle Capital" Diamond Circle Capital PLC;
or "the Company"
"Japan" Japan, its cities, prefectures, territories
and possessions;
"Offer" the mandatory cash offer by Abdallah
Chatila to acquire all of the DCC Shares
not already owned by the Offeror Concert
Parties (excluding treasury shares) on
the terms to be set out in the Offer
Document, including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the formal document sent to DCC Shareholders
(or made available electronically in
accordance with the City Code) setting
out the full terms of the Offer (as corrected
in the manner contemplated by this announcement);
"Offer Period" the offer period (as defined by the City
Code) relating to Diamond Circle Capital
which commenced on 8 May 2012;
"Offeror" Abdallah Chatila, the person making the
Offer;
"Offeror Concert Parties" Abdallah Chatila, Evermay Global Inc.
and Pavlo Protopapa
"Panel" the Panel on Takeovers and Mergers;
"Restricted Jurisdiction" the United States, Australia, Canada,
New Zealand, the Republic of South Africa,
Japan and any other jurisdiction in respect
of which the making of the Offer, directly
or indirectly, in, into or from, such
jurisdiction would constitute a violation
of the laws of such jurisdiction;
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"United States" the United States of America, its territories
and possessions, any State of the United
States and the District of Columbia,
and all other areas subject to its jurisdiction;
"US$" United States dollars, the lawful currency
of the United States
This information is provided by RNS
The company news service from the London Stock Exchange
END
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