DMCI Holdings Inc. Recommended Cash Offer for ENK PLC (6281J)

TIDMTTM TIDMENK

RNS Number : 6281J

DMCI Holdings Inc.

08 August 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

8 August 2012

Recommended Cash Offer for ENK PLC ("ENK" or the "Company")

DMCI Holdings, Inc. ("DMCI") and D&A Income Limited ("D&A") (together the "Joint Offerors")

Summary

-- The Independent Directors of ENK and the Joint Offerors announce that they have reached agreement on the terms of a recommended cash offer to be made by the Joint Offerors for the entire issued and to be issued share capital of ENK not already owned by them (the "Offer").

-- Under the terms of the Offer, ENK Shareholders will be entitled to receive 19.0 pence in cash for each Ordinary Share.

   --     The Offer values the existing issued share capital of ENK at GBP49.8 million.

-- On the basis of current exchange rates, the Offer is equivalent to A$0.28 per Ordinary Share and values the existing issued share capital of ENK at A$73.8 million.

   --     The Offer represents a premium of approximately:

o 38.2 per cent. to 13.75 pence (A$0.204), being the closing mid-market price per Ordinary Share on 26 July 2012 (the last Business Day prior to the date of the announcement by ENK that it had received an approach regarding a possible offer); and

o 67.5 per cent. to 11.35 pence (A$0.168), being the volume weighted average price per Ordinary Share for the three months prior to the date of ENK's announcement that it had received an approach regarding a possible offer.

-- The Independent Directors, who have been so advised by Endeavour Financial, intend to recommend unanimously that, in the absence of a superior proposal, ENK Shareholders accept the Offer. In providing advice to the Independent Directors, Endeavour Financial has taken into account the commercial assessments of the Independent Directors.

-- In aggregate, the Joint Offerors own 30,472,068 Ordinary Shares, representing approximately 11.6 per cent. of the entire issued share capital of ENK, and in addition have received irrevocable undertakings to accept the Offer in respect of a total of 88,769,093 Ordinary Shares, representing approximately 33.9 per cent. of the entire issued share capital of ENK. Accordingly, the Joint Offerors either own or have received irrevocable undertakings in respect of a total of 119,241,161 Ordinary Shares, representing approximately 45.5 per cent. of the entire issued share capital of ENK.

-- DMCI is a holding company listed on the Philippine Stock Exchange with a market capitalisation of approximately US$3.6 billion as of 7 August 2012. DMCI has business interests in construction services, coal and ore exploration, mining and development, power generation, water and other infrastructure development. DMCI has a successful track record of investing in mining and other highly-regulated sectors in the Philippines, which gives it deep knowledge and experience in managing country, regulatory, permitting and environmental risks inherent in these sectors. Corporate Foresight is controlled by the Consunji family, who are major shareholders in DMCI. Corporate Foresight has provided an irrevocable undertaking to accept the Offer in respect of its holding of 19,500,000 Ordinary Shares, representing approximately 7.4 per cent. of the entire issued share capital of ENK.

-- D&A is an investment company, owned by a trust of which Graham Edwards is a principal beneficiary. Graham Edwards is Chief Executive of Telereal Trillium, one of the UK's largest property companies.

-- As ENK is not considered by the Takeover Panel to have its place of central management and control in the United Kingdom, neither ENK nor the Offer is subject to the City Code.

-- The Offer is subject to the Conditions and further terms set out in Appendix I and to the full terms and conditions to be set out in the Offer Document to be posted to ENK Shareholders in due course. In particular, the Offer is conditional upon valid acceptances having been received in respect of not less than 90 per cent. of the Ordinary Shares to which the Offer relates or such lesser percentage as the Joint Offerors may decide.

-- Holders of CDIs may accept the Offer in respect of underlying Ordinary Shares by instructing the CDI nominee, CHESS Depositary Nominees Pty Limited, to accept the Offer on their behalf, in accordance with procedures to be set out in the Offer Document.

Commenting on the Offer, Isidro Consunji, President and CEO of DMCI, said:

"We are very pleased to have reached agreement with D&A and the Independent Directors in relation to the Offer, which we believe to be in the best interests of the Company, its employees, customers and shareholders. The Offer gives ENK Shareholders the opportunity to crystallise their investment at a significant premium to the undisturbed market price."

This summary should be read in conjunction with the full text of this announcement (including the Appendices). The Offer will be made on the terms and subject to the Conditions set out in Appendix I to this announcement and the further terms and conditions to be set out in the Offer Document and Form of Acceptance when issued. The sources and bases of certain information set out in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given by certain ENK Shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

Enquiries:

Evercore Partners (financial advisor to the Joint Offerors)

Stephen CuUnjieng Tel: +852 3983 2600

Edward Banks Tel: +44 20 7653 6000

ENK

Rob Gregory, Managing Director Tel: +63 917 513 4970

Mark Hanlon, Finance Director Tel: +61 8 9226 1111

Endeavour Financial (financial advisor to ENK)

David Rhodes Tel: +44 20 7590 2720

Investec (NOMAD and Corporate Broker to ENK) Tel: +44 20 7597 5970

Chris Sim

Neil Elliot

Blythe Weigh Communications (PR advisor to ENK) Tel: +44 20 7138 3204

Tim Blythe

Robert Kellner

Evercore Partners, through Evercore Asia and Evercore International, is acting exclusively for the Joint Offerors and no one else in connection with the Offer and for DMCI and no one else in connection with the consortium arrangements with D&A in relation to the Offer and will not be responsible to anyone other than the Joint Offerors and DMCI for providing the protections afforded to clients of Evercore Partners or for providing advice in connection with the Offer, the consortium arrangements or any matter referred to herein. Evercore Asia is licensed by the Hong Kong Securities and Futures Commission. Evercore International is authorised and regulated in the United Kingdom by the Financial Services Authority.

Endeavour Financial, which is an appointed representative of Laven Advisors LLP which is authorised and regulated by the Financial Services Authority, is acting exclusively for ENK and no one else in connection with the Offer and will not be responsible to any person other than ENK for providing the protections afforded to clients of Endeavour Financial for providing advice in connection with the Offer or any other matter referred to herein.

Investec, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for ENK and no one else in connection with the Offer and will not be responsible to any person other than ENK for providing the protections afforded to clients of Investec for providing advice in connection with the Offer or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

The Offer is not subject to the City Code or the jurisdiction of the Takeover Panel and this announcement has not been prepared for the purposes of complying with the City Code.

This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Joint Offerors reserve the right to elect to implement the acquisition of ENK by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

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. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, the Joint Offerors disclaim any responsibility or liability for the violation of such restrictions by such person.

Unless otherwise determined by the Joint Offerors, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted 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 as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to ENK Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

If you are a resident of the United States, please read the following:

In accordance with normal UK market practice, the Joint Offerors, or their nominees, or their brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom.

Forward Looking Statements

This announcement contains statements about the Joint Offerors and ENK that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of either of the Joint Offerors' or ENK's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on either of the Joint Offerors' or ENK's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Joint Offerors disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

8 August 2012

Recommended Cash Offer for ENK PLC ("ENK" or the "Company")

DMCI Holdings, Inc. ("DMCI") and D&A Income Limited ("D&A") (together the "Joint Offerors")

   1.    Introduction

The Independent Directors and the Joint Offerors announce that they have reached agreement on the terms of a recommended cash offer to be made by the Joint Offerors for the entire issued and to be issued share capital of ENK not already owned by them (the "Offer").

   2.    The Offer

Under the Offer, which will be on the terms and subject to the Conditions set out in Appendix I to this announcement and the further terms and conditions to be set out in the Offer Document, ENK Shareholders will be entitled to receive:

for each Ordinary Share 19.0 pence in cash

The Offer values the existing issued share capital of ENK at approximately GBP49.8 million.

On the basis of current exchange rates, the Offer (which will be made in Sterling) is equivalent to A$0.28 per Ordinary Share and values the existing issued share capital of ENK at A$73.8 million.

The Offer represents a premium of approximately:

The Ordinary Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

As ENK is not considered by the Takeover Panel to have its place of central management and control in the United Kingdom, neither ENK nor the Offer is subject to the City Code.

   3.    Background to and reasons for the Offer

ENK has recently consolidated its business to focus on the development of Acoje, its main asset. Key decisions on how the project will be implemented have been made, with the use of acid tank leaching currently regarded as the preferred process by the Company.

The Joint Offerors believe that the Company's current business plan involves considerable risk. The acid tank leaching technology proposed for the Acoje ore body is highly capital intensive and the Joint Offerors believe that it is not yet adequately proven on a commercial scale. In addition to the cash generated from the sale of non-core assets, the Joint Offerors believe that ENK will need to raise new capital. Any additional equity capital raising may be dilutive to shareholders and debt financing, if available, may be costly and impose restrictions on financing and operating activities.

The Joint Offerors intend to investigate a lower risk strategy with the management of ENK which involves continuing direct shipping ore ("DSO") operations until such time as they are satisfied that acid tank leaching is proven commercially viable and a technology partner is found. This plan is expected to reduce operating losses and significantly reduce the operating and financial risks associated with the development of Acoje.

DMCI Mining Corporation, a wholly-owned subsidiary of DMCI, has previously conducted DSO operations at Acoje. DMCI's knowledge of ENK's business, its experience, expertise and operating skills in mining and construction services, and its experience in and local perspective into the regulatory environment in the Philippines are valuable resources from which the Company can draw guidance.

The Joint Offerors believe that the Offer provides ENK Shareholders with an opportunity to crystallise value at a significant premium to the undisturbed share price as an alternative to the risks and significant funding requirements associated with the Company's current strategy.

   4.    Recommendation

The Independent Directors (being Peter Rowe, Robert Gregory, Mark Hanlon, Paul Lush and Neil Herbert) believe that the Offer comes at a favourable time for the Joint Offerors when the shares are depressed by the current state of the equities market and ahead of the release of the bankable feasibility study on the tank leach project at Acoje in the Philippines.

Despite these factors, the Independent Directors unanimously intend to recommend that, in the absence of a superior proposal, ENK Shareholders should accept the Offer.

In arriving at the above recommendation, the Independent Directors are cognisant that the Joint Offerors either own or have received irrevocable undertakings to accept the Offer in respect of approximately 45.5 per cent. of the issued share capital of the Company and the strong likelihood that they would be successful in replacing the ENK Board and influencing the strategy of the Company should they wish to requisition a general meeting of the Company. The Independent Directors also do not believe that it would be in the best interests of ENK Shareholders to remain in a minority equity position in a company where there may not be liquidity or an opportunity to sell their shares. In these circumstances, the Independent Directors consider that, in the absence of a superior proposal, the Offer is in the best interests of ENK Shareholders as a whole.

Guy Walker, a non-executive director of ENK, is a nominee of Montoya Investments and D&A and is not regarded as being independent in relation to the Offer. Accordingly, Mr Walker has not participated in any of the deliberations of the ENK Board in relation to the Offer.

   5.    Irrevocable undertakings

The Joint Offerors have received irrevocable undertakings from Montoya Investments and Corporate Foresight in respect of an aggregate of 67,305,809 Ordinary Shares, representing approximately 25.7 per cent. of the existing issued share capital of ENK. Graham Edwards is the beneficial owner of Montoya Investments. Corporate Foresight is controlled by the Consunji family, who are major shareholders in DMCI.

In addition, irrevocable undertakings have been received from other shareholders in respect of an aggregate of 21,463,284 Ordinary Shares, representing approximately 8.2 per cent. of the existing issued share capital of ENK.

Further details of these irrevocable undertakings are set out in Appendix III.

In aggregate, the Joint Offerors either own or have received irrevocable undertakings in respect of a total of 119,241,161 Ordinary Shares, representing approximately 45.5 per cent. of the entire issued share capital of ENK.

   6.    Information on DMCI

DMCI is a holding company listed on the Philippine Stock Exchange with a market capitalisation of approximately US$3.6 billion as of 7 August 2012. DMCI has major business interests in construction services, coal and ore exploration, mining and development, power generation, water and other infrastructure development.

DMCI has a successful track record of investing in mining and other highly-regulated sectors in the Philippines, which gives it deep knowledge and experience in managing country, regulatory, permitting and environmental risks inherent in these sectors. Investments in mining include Semirara Mining Corporation (a 56 per cent. owned subsidiary which is the largest coal producer in the Philippines), DMCI Mining Corporation (a wholly-owned subsidiary engaged in ore and mineral mining and exploration) and Atlas Consolidated Mining and Development Corporation (the largest copper exporter in the Philippines, in which the Consunji Family owns a 5 per cent. interest). Investments in other regulated sectors include DMCI Power Corporation (a wholly-owned subsidiary engaged in designing, constructing and operating power plants), DMCI-MPIC Water Company, Inc. (a 45 per cent. owned joint venture which owns 92 per cent. of Maynilad Water Services, Inc.) and Sem-Calaca Power Corporation (a wholly-owned subsidiary of Semirara Mining Corporation engaged in power generation and distribution). All these companies are market leaders in their respective sectors.

   7.    Information on D&A

D&A is an investment company, owned by a trust of which Graham Edwards is a principal beneficiary. Graham Edwards is Chief Executive of Telereal Trillium, one of the UK's largest property companies.

   8.    Arrangements between the Joint Offerors

The Offer is a recommended joint offer by the Joint Offerors to the ENK Shareholders to acquire the Ordinary Shares at the Offer Price on the terms and conditions to be set out in full in the Offer Document. The Joint Offerors have entered into agreements that set out how the Ordinary Shares to be acquired pursuant to the Offer will be held by each of them. In the event that they acquire the entire issued share capital of ENK, 60 per cent. will be held by DMCI and 40 per cent. will be held by D&A. Each of DMCI and D&A is severally liable to account for the consideration due with respect to its portion of the Ordinary Shares acquired pursuant to the Offer.

   9.    Information on ENK

ENK is a nickel laterite development and production company with operations in the Philippines. ENK's principal property is the Acoje nickel laterite project located on Luzon Island covering approximately 3,765 hectares. In addition, ENK owns 40 per cent. of the Zambales Chromite deposit, which it is developing in partnership with Montenima Resources Corporation. ENK was incorporated in England and Wales in June 2000 and listed on AIM in March 2004, on PLUS in June 2007 and on the ASX in June 2010.

10. Management and employees

The Joint Offerors confirm that, following the Offer becoming or being declared unconditional in all respects, the existing contractual and statutory employment rights, including pension rights, of all management and employees of ENK will be fully safeguarded.

11. Financing

The cash consideration payable by the Joint Offerors under the Offer will be funded from existing cash resources of DMCI and D&A.

12. ENK Share Schemes

The Joint Offerors intend to contact participants in ENK's Share Schemes regarding the effect of the Offer on their rights under the Share Schemes and appropriate proposals may be made to such participants in due course. The Offer will extend to any Ordinary Shares which are unconditionally allotted or issued as a result of the exercise of existing options and vesting of awards under the Share Schemes before the date on which the Offer closes.

13. Offer document

The Offer Document and the Form of Acceptance accompanying the Offer Document will be published no later than 28 days from the date of this announcement (or such later date as may be agreed by the Joint Offerors and the ENK Board). The Offer Document, when published, will contain important information on the Offer and how ENK Shareholders may accept it and, accordingly, ENK Shareholders are urged to read the Offer Document and any accompanying Form of Acceptance when published.

14. Regulatory issues

Although ENK has its registered office in the United Kingdom, its place of central management and control is not in the United Kingdom and accordingly the Takeover Panel has confirmed that the Offer is not subject to the City Code and is outside of the jurisdiction of the Takeover Panel. As such ENK Shareholders should note that Rules 2.7 and 13, which would, if the City Code applied, restrict the ability of the Joint Offerors not to proceed with the Offer or to invoke a Condition or fail to waive a Condition do not apply.

Whilst the Ordinary Shares trade on the ASX in the form of CDIs, the Offer is not regulated by the Australian takeovers rules in Chapter 6 of the Australian Corporations Act 2001 (Cth) as ENK is not incorporated in Australia.

15. Reserving the right to proceed by Scheme

The Joint Offerors reserve the right to elect to implement the offer by way of a Scheme. If the Joint Offerors elect to implement the offer by way of a Scheme, that Scheme will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

16. CHESS Depositary Interests

The Joint Offerors are not making a separate offer to acquire CDIs. However, holders of CDIs may accept the Offer in respect of underlying Ordinary Shares by instructing the CDI nominee, CHESS Depositary Nominees Pty Limited, to accept the Offer on their behalf, in accordance with procedures to be set out in the Offer Document.

17. Compulsory acquisition, cancellation of trading and de-listing

If the Joint Offerors receive sufficient acceptances under the Offer, and if all other Conditions of the Offer have been satisfied or waived (if capable of being waived), the Joint Offerors intend to exercise their rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Ordinary Shares in respect of which acceptances have not then been received on the same terms as the Offer.

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances under the Offer are received, the Joint Offerors intend to procure that ENK cancels the admission to trading in Ordinary Shares on AIM and PLUS as well as to apply to remove ENK from the official list of ASX. Such de-listing would significantly reduce the liquidity and marketability of any Ordinary Shares not assented to the Offer at that time and the value of any such Ordinary Shares may be affected as a consequence. Any remaining ENK Shareholders would become minority shareholders in an unlisted company and may be unable to sell their Ordinary Shares and there can be no certainty that any dividends or other distributions will be made by ENK or that the ENK Shareholders will again be offered as much as the Offer Price for the Ordinary Shares held by them.

18. General

The Offer will be made subject to the Conditions and on the terms set out in Appendix I to this announcement and to be set out in the Offer Document. The bases and sources of certain information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

Enquiries:

Evercore Partners (financial advisor to the Joint Offerors)

Stephen CuUnjieng Tel: +852 3983 2600

Edward Banks Tel: +44 20 7653 6000

ENK

Rob Gregory, Managing Director Tel: +63 917 513 4970

Mark Hanlon, Finance Director Tel: +61 8 9226 1111

Endeavour Financial (financial advisor to ENK)

David Rhodes Tel: +44 20 7590 2720

Investec (NOMAD and Corporate Broker to ENK) Tel: +44 20 7597 5970

Chris Sim

Neil Elliot

Blythe Weigh Communications (PR advisor to ENK) Tel: +44 20 7138 3204

Tim Blythe

Robert Kellner

The Offer is not subject to the City Code or the jurisdiction of the Takeover Panel and this announcement has not been prepared for the purposes of complying with the City Code.

Overseas Shareholders

If you are a resident of the United States, please read the following:

Forward Looking Statements

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III to this announcement contains a summary of the irrevocable undertakings and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

   1          Conditions of the Offer

The Offer will be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as the Joint Offerors may decide) in respect of not less than 90 per cent. (or such lower percentage as the Joint Offerors may decide) in nominal value of the Ordinary Shares to which the Offer relates and of the voting rights attached to those shares.

For the purposes of this Condition:

(i) Ordinary Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they will carry upon issue;

(ii) the expression "Ordinary Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

   (iii)     Ordinary Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Ordinary Shares to which the Offer relates;

(iv) valid acceptances shall be deemed to have been received in respect of Ordinary Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by the Joint Offerors by virtue of acceptances of the Offer;

Assets and City Code

   (b)            none of the following having occurred: 
   (i)       a Third Party Transaction being declared wholly unconditional or completing;

(ii) the Independent Directors withdrawing, modifying or qualifying their unanimous recommendation of the Offer;

   (iii)      any voluntary relinquishment of ENK's title or interest to Acoje or Zambales;

(iv) a Governmental Body: (i) revoking or having indicated that it intends to revoke or recommend the revocation (in a manner in which a reasonable prudent operator with experience of operating in the country in question would reasonably determine to be credible) of any exploration, development or other material licence, permits or compliance certificates held by a member of the Wider ENK Group; or (ii) requiring a further change of control of ENK or a member of the Wider ENK Group following a change of control of any of them, as a result of the implementation of the Offer;

(v) the Joint Offerors becoming aware of any material breach of any Applicable Laws by any member of the Wider ENK Group which the Joint Offerors determine acting reasonably is material in context of the Offer; or

   (vi)      the City Code becoming applicable, for any reason, to ENK;

Notifications, waiting periods and Authorisations

(c) all material notifications, filings or applications which are necessary or considered appropriate or desirable by the Joint Offerors having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations deemed reasonably necessary or appropriate by the Joint Offerors in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, ENK or any other member of the Wider ENK Group by any member of the Wider Joint Offerors' Groups having been obtained in terms and in a form reasonably satisfactory to the Joint Offerors from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider ENK Group or the Wider Joint Offerors' Groups has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider ENK Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(d) no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Joint Offerors' Groups or by any member of the Wider ENK Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Joint Offerors' Groups or the Wider ENK Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider ENK Group or any asset owned by any third party (other than in the implementation of the Offer);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Joint Offerors' Groups directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in ENK or on the ability of any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider ENK Group to an extent which is material in the context of the Wider ENK Group taken as a whole or the Wider Joint Offerors' Groups taken as a whole (as the case may be);

(iv) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups in a manner which is material in the context of the Wider ENK Group taken as a whole or of the obligations of any member of the Wider Joint Offerors' Groups in connection with the Offer;

(v) result in any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ENK by any member of the Wider Joint Offerors' Groups void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent, prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ENK by any member of the Wider Joint Offerors' Groups, or

(vii) require, prevent or materially delay a divestiture by any member of the Wider Joint Offerors' Groups of any shares or other securities (or the equivalent) in any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups; or

(viii) impose any material limitation on the ability of any member of the Wider Joint Offerors' Groups of any member of the Wider ENK Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Joint Offerors' Groups and/or the Wider ENK Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Ordinary Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider ENK Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Joint Offerors' Groups of any shares or other securities (or the equivalent) in ENK or because of a change in the control or management of any member of the Wider ENK Group or otherwise, could or might reasonably be expect to result in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider ENK Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider ENK Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider ENK Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider ENK Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider ENK Group or any member of the Wider Joint Offerors' Groups in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) the value of, or the financial or trading position or prospects of, any member of the Wider ENK Group being prejudiced or adversely affected; or

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider ENK Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider ENK Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Condition (e)(i) to (vii);

ENK Shareholder resolution

(f) no resolution of ENK Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of ENK Shareholders;

Certain events occurring since 31 March 2012

   (g)            except as Disclosed, no member of the Wider ENK Group having since 31 March 2012:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Ordinary Shares out of treasury (except, where relevant, as between ENK and wholly owned subsidiaries of ENK or between the wholly owned subsidiaries of ENK and except for the issue of Ordinary Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of ENK to ENK or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between ENK and its wholly owned subsidiaries or between the wholly owned subsidiaries of ENK and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv) except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider ENK Group as a whole or in the context of the Offer;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider ENK Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider ENK Group as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider ENK Group which is material in the context of the Wider ENK Group as a whole;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider ENK Group which is material in the context of the Wider ENK Group as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) waived, compromised or settled any claim which is material in the context of the Wider ENK Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider ENK Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider ENK Group taken as a whole;

(xii) made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiii) except as in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, to an extent which is in any such case material in the context of the Wider ENK Group;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) (other than in respect of a member of the Wider ENK Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any material joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

   (h)            except as Disclosed, since 31 March 2012 there having been:

(i) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider ENK Group to an extent which is material in the context of the Wider ENK Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider ENK Group or to which any member of the Wider ENK Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider ENK Group, in each case which might reasonably be expected to have a material adverse effect on the Wider ENK Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider ENK Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider ENK Group, in each case which might reasonably be expected to have a material adverse effect on the Wider ENK Group taken as a whole;

(iv) no contingent or other liability having arisen or become apparent to the Joint Offerors or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider ENK Group to an extent which is material in the context of the Wider ENK Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider ENK Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider ENK Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

   (i)             except as Disclosed, the Joint Offerors not having discovered:

(i) that any financial, business or other information concerning the Wider ENK Group publicly announced prior to the date of the announcement or disclosed at any time to any member of the Wider Joint Offerors' Groups by or on behalf of any member of the Wider ENK Group prior to the date of the announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(ii) that any member of the Wider ENK Group or any partnership, company or other entity in which any member of the Wider ENK Group has a significant economic interest and which is not a subsidiary undertaking of ENK is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider ENK Group taken as a whole;

(iii) that any past or present member of the Wider ENK Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider ENK Group;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health or otherwise which (whether or not giving rise to non-compliance with any law or regulation), which would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider ENK Group; or

(v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider ENK Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(vi) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider ENK Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider ENK Group (or on its behalf) or by any person for which a member of the Wider ENK Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider ENK Group taken as a whole.

Anti-corruption

   (j)             neither of the following having occurred:

(i) any member of the Wider ENK Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(ii) any member of the Wider ENK Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended).

No criminal property

(k) it not being the case that any asset of any member of the Wider ENK Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

   2          Certain further terms of the Offer

2.1 Shareholders should note that the City Code does not apply to the Company or the Offer. As such the rules of the City Code, including in particular Rules 2.7 and 13, which would, if the City Code applied, restrict the ability of the Joint Offerors not to proceed with the Offer or to invoke a Condition or fail to waive a Condition, do not apply.

2.2 The Joint Offerors reserve the right to waive, in whole or in part, all or any of the above Conditions 1(a) to 1(k) (inclusive).

2.3 The Offer will lapse unless all the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by the Joint Offerors to be or remain satisfied, by midnight (London time) on the twenty-first day after the later of the First Closing Date and the date on which the Acceptance Condition is fulfilled (or such later date as the Joint Offerors may determine).

2.4 The Joint Offerors shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1(b) to 1(k) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

2.5 The Ordinary Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

2.6 If, after 8 August 2012 but prior to all the conditions to the Offer having been fulfilled or (if capable of waiver) waived and for so long as the Offer remains open for acceptance, any dividend or other distribution is declared, paid or made or payable by ENK (a "relevant distribution"), the Joint Offerors reserve the right (without prejudice to any right of the Joint Offerors) to invoke Condition 1(g)(ii) above to reduce the Offer Price under the Offer by the aggregate amount of such dividend or distribution. If such reduction occurs, any reference in this announcement to the Offer Price shall be deemed to be a reference to the Offer Price as so reduced and, notwithstanding the terms on which the Ordinary Shares are expressed to be acquired by the Joint Offerors pursuant to the Offer in Appendix I, the Ordinary Shares shall be acquired by or on behalf of the Joint Offerors pursuant to the Offer together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after 8 August 2012. To the extent that such a dividend or distribution has been declared, paid, made or is payable and is or shall be (i) transferred pursuant to the Offer on a basis which entitles the Joint Offerors to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price shall not be subject to change in accordance with this paragraph. Any exercise by the Joint Offerors of their rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

2.7 If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting ENK Shareholders and the Joint Offerors shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

2.8 The Joint Offerors reserve the right to elect to implement the acquisition of ENK by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act. In such event, the acquisition shall be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer. In particular, the Acceptance Condition shall not apply and the Scheme shall become effective and binding following:

(i) approval of the Scheme at the court meeting (or any adjournment thereof) by a majority of the ENK Shareholders present and voting either in person or by proxy representing 75 per cent. or more in value of ENK Shareholders;

(ii) the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the ENK Shareholders being passed by the requisite majority as such general meeting; and

(iii) the sanction of the Scheme and confirmation of any associated reduction of capital by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to the Company and the Joint Offerors) and an office copy of the order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

2.9 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.10 The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by the Joint Offerors) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any such Restricted Jurisdiction.

2.11 The Offer is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I (and, in the case of certificated Ordinary Shares, the Form of Acceptance).

2.12 Whilst the Ordinary Shares trade on the ASX in the form of CDIs, the Offer is not regulated by the Australian takeovers rules in Chapter 6 of the Australian Corporations Act 2001 (Cth). as ENK is not incorporated in Australia. The Joint Offerors are not making a separate offer to acquire CDIs. However, holders of CDIs may accept the Offer in respect of underlying Ordinary Shares by instructing the CDI nominee, CHESS Depositary Nominees Pty Limited, to accept the Offer on their behalf, in accordance with procedures to be set out in the Offer Document.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, in this announcement:

1. The value of the Offer of GBP49.8 million (A$73.8 million) for the entire issued share capital of ENK is based on total shares currently in issue of 262,104,003 as set out in its annual report for the year ended 31 March 2012 and the Offer being 19.0 pence for each Ordinary Share.

2. All prices quoted for Ordinary Shares have been derived from the Daily Official List of the London Stock Exchange and represent closing middle market price on the relevant date(s).

3. An exchange rate of Australian Dollars 0.675 per British Pound has been used. This is based on the exchange rate reported by Bloomberg as at 5.00pm (GMT) on 7 August 2012.

4. An exchange rate of Philippine Pesos 41.748 per US$ has been used. This is based on the exchange rate reported by Bloomberg as at 5.00pm (GMT) on 7 August 2012.

5. The market capitalisation of DMCI is based on 2,655,494,000 shares in issue as at 7 August 2012 and a share price of Philippine Pesos 57.1 per ordinary share. The price quoted for DMCI has been derived from the Philippine Stock Exchange website and represents the closing middle market price as at 6 August 2012 (as the Philippine Stock Exchange was closed on 7 August 2012).

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following ENK Shareholders have irrevocably undertaken to accept the Offer in respect of the Ordinary Shares set out below:

 
 Name                    Number of Ordinary   % of issued share capital 
                          Shares 
 Montoya Investments     47,805,809           18.24% 
                        -------------------  -------------------------- 
 Corporate Foresight     19,500,000           7.44% 
                        -------------------  -------------------------- 
 Star Bird Holdings 
  Limited                17,763,284           6.78% 
                        -------------------  -------------------------- 
 Gina Suzanne Edwards    3,700,000            1.41% 
                        -------------------  -------------------------- 
 Total                   88,769,093           33.87% 
                        -------------------  --------------------------

These irrevocable undertakings set out above will cease to have any effect only if:

(a) the Offer is not made (by the publication of the Offer Document or Scheme Document, as the case may be) by 31 August 2012 (or such later date as may be determined between the Joint Offerors); or

   (b)       the Offer does not become effective, lapses or is withdrawn without having become wholly unconditional; or

(c) the Offer, if effected by means of a Scheme, is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
 "Acceptance Condition"      the condition as set out in paragraph 1(a) 
                              of Appendix I to this announcement 
 "Acoje"                     the Acoje nickel laterite project located 
                              on Luzon Island, Philippines and covering 
                              approximately 3,765 hectares 
                            ------------------------------------------------------- 
 "AIM"                       the Alternative Investment Market, a market 
                              of London Stock Exchange Group Plc 
                            ------------------------------------------------------- 
 "Applicable Laws"           all laws and regulations of any jurisdiction 
                              to which any member of the Wider ENK Group 
                              is subject, including, where applicable, 
                              the rules of any Governmental Body 
                            ------------------------------------------------------- 
 "ASX"                       the Australian Securities Exchange 
                            ------------------------------------------------------- 
 "Authorisations"            regulatory authorisations, orders, recognitions, 
                              grants, consents, clearances, confirmations, 
                              certificates, licences, permissions or approvals 
                            ------------------------------------------------------- 
 "Business Day"              a day (other than Saturdays, Sundays and 
                              public holidays in the UK) on which banks 
                              are open for business in the City of London 
                            ------------------------------------------------------- 
 "CDI"                       CHESS Depositary Interest 
                            ------------------------------------------------------- 
 "CHESS"                     Clearing House Electronic Subregister System 
                            ------------------------------------------------------- 
 "City Code"                 the City Code on Takeovers and Mergers 
                            ------------------------------------------------------- 
 "Companies Act"             the UK Companies Act 2006, as amended 
                            ------------------------------------------------------- 
 "Conditions"                the conditions of the Offer as set out in 
                              Appendix I to this announcement and to be 
                              set out in the Offer Document, and "Condition" 
                              means any one of them 
                            ------------------------------------------------------- 
 "Corporate Foresight"       Corporate Foresight Limited 
                            ------------------------------------------------------- 
 "D&A"                       D&A Income Limited 
                            ------------------------------------------------------- 
 "Disclosed"                 the information disclosed by, or on behalf 
                              of ENK: (i) in the annual report and accounts 
                              of the ENK Group for the financial year ended 
                              31 March 2012; and (ii) in any public announcement 
                              by, or on behalf of ENK on or before 5.00 
                              pm (London time) on 7 August 2012 (by the 
                              delivery of an announcement to a Regulatory 
                              Information Service) 
                            ------------------------------------------------------- 
 "DMCI"                      DMCI Holdings, Inc. 
                            ------------------------------------------------------- 
 "DSO"                       Direct Shipping Ore 
                            ------------------------------------------------------- 
 "Endeavour Financial"       Endeavour Financial LLP 
                            ------------------------------------------------------- 
 "ENK" or the                ENK PLC 
  "Company" 
                            ------------------------------------------------------- 
 "ENK Board"                 the board of directors of the Company 
                            ------------------------------------------------------- 
 "ENK Group"                 ENK and its subsidiary undertakings and, 
                              where the context permits, each of them 
                            ------------------------------------------------------- 
 "ENK Shareholders"          the holders of Ordinary Shares 
                            ------------------------------------------------------- 
 "Evercore Asia"             Evercore Asia Limited 
                            ------------------------------------------------------- 
 "Evercore International"    Evercore Partners International LLP 
                            ------------------------------------------------------- 
 "Evercore Partners"         Evercore Asia and Evercore Partners International 
                              LLP 
                            ------------------------------------------------------- 
 "First Closing Date"        the date to be specified in the Offer Document 
                              on which the Offer will cease to be capable 
                              of further acceptance, unless extended by 
                              the Joint Offerors 
                            ------------------------------------------------------- 
 "Form of Acceptance"        the form of acceptance and authority relating 
                              to the Offer which (where appropriate) will 
                              accompany the Offer Document when issued 
                            ------------------------------------------------------- 
 "Governmental Body"         any government, government department, or 
                              governmental, quasi- governmental, supranational, 
                              statutory, regulatory, environmental or investigative 
                              body, institution or authority (including 
                              any anti-trust or merger control body) or 
                              any court 
                            ------------------------------------------------------- 
 "Independent Directors"     the independent directors of ENK, being Peter 
                              Rowe, Robert Gregory, Mark Hanlon, Paul Lush 
                              and Neil Herbert 
                            ------------------------------------------------------- 
 "Investec"                  Investec Bank plc, Nominated Adviser and 
                              Corporate Broker to ENK 
                            ------------------------------------------------------- 
 "Joint Offerors"            DMCI and D&A 
                            ------------------------------------------------------- 
 "Listing Rules"             the rules and regulations made by the Financial 
                              Services Authority in its capacity as the 
                              UK Listing Authority under the Financial 
                              Services and Markets Act 2000, and contained 
                              in the UK Listing Authority's publication 
                              of the same name 
                            ------------------------------------------------------- 
 "Montoya Investments"       Montoya Investments Limited 
                            ------------------------------------------------------- 
 "Offer"                     the recommended cash offer to be made by 
                              the Joint Offerors at the Offer Price for 
                              the entire issued and to be issued ordinary 
                              share capital of ENK on the terms and subject 
                              to the Conditions to be set out in the Offer 
                              Document and Form of Acceptance, and where 
                              the context requires, any revision, extension, 
                              variation or renewal thereof 
                            ------------------------------------------------------- 
 "Offer Document"            the document to be sent to ENK Shareholders 
                              following the date of this announcement containing, 
                              amongst other things, the terms and conditions 
                              of the Offer and certain information about 
                              the Joint Offerors 
                            ------------------------------------------------------- 
 "Offer Price"               19.0 pence per Ordinary Share 
                            ------------------------------------------------------- 
 "Ordinary Shares"           the existing unconditionally allotted and/or 
                              issued and fully paid ordinary shares of 
                              4 pence each in the capital of ENK (including 
                              such shares represented by Chess Depositary 
                              Interests) and any further such shares which 
                              are unconditionally allotted or issued while 
                              the Offer remains open for acceptance or 
                              before such earlier date as the Offeror may 
                              determine, being earlier than the date on 
                              which the Offer is declared unconditional 
                              as to acceptances or, if later, the First 
                              Closing Date of the Offer and "Ordinary Share" 
                              means one of them 
                            ------------------------------------------------------- 
 "Overseas Shareholders"     ENK Shareholders (or nominees of, or custodians 
                              or trustees for ENK Shareholders) not resident 
                              in, or nationals or citizens of the United 
                              Kingdom 
                            ------------------------------------------------------- 
 "Plus"                      Plus Stock Exchange plc 
                            ------------------------------------------------------- 
 "Regulatory Information     any of the services set out in Appendix III 
  Service"                    to the Listing Rules 
                            ------------------------------------------------------- 
 "Restricted Jurisdiction"   any jurisdiction where local laws or regulations 
                              may result in a significant risk of civil, 
                              regulatory, or criminal exposure if information 
                              concerning the Offer is sent or made available 
                              to ENK Shareholders in that jurisdiction 
                            ------------------------------------------------------- 
 "Scheme"                    a scheme of arrangement under Part 26 of 
                              the Companies Act to implement the Offer 
                            ------------------------------------------------------- 
 "Share Schemes"             the share option schemes for executives and 
                              employees operated by ENK 
                            ------------------------------------------------------- 
 "Significant Interest"      In relation to an undertaking, a direct or 
                              indirect interest of 20 per cent. or more 
                              of the total voting rights conferred by the 
                              equity share capital (as defined in section 
                              548 of the Companies Act) of such undertaking 
                            ------------------------------------------------------- 
 "Takeover Panel"            the Panel on Takeovers and Mergers 
                            ------------------------------------------------------- 
 "Third Party"               each of a central bank, government or governmental, 
                              quasi-governmental, supranational, statutory, 
                              regulatory, environmental, administrative, 
                              fiscal or investigative body, court, trade 
                              agency, association, institution, environmental 
                              body, employee representative body or any 
                              other body or person whatsoever in any jurisdiction 
                            ------------------------------------------------------- 
 "Third Party Transaction"   any offer, possible offer, tender offer, 
                              merger, acquisition, scheme of arrangement, 
                              dual listed company structure or proposal 
                              or indication of interest from, or on behalf 
                              of, any person other than the Joint Offerors, 
                              whether or not subject to any pre-conditions 
                              and howsoever to be implemented, with a view 
                              to such person or persons, directly or indirectly 
                              acquiring (in one transaction or a series 
                              of transactions): (i) more than 50 per cent. 
                              of the issued share capital of ENK; or (ii) 
                              a material part of the Wider ENK Group's 
                              business or assets 
                            ------------------------------------------------------- 
 "United Kingdom"            the United Kingdom of Great Britain and Northern 
  or "UK"                     Ireland 
                            ------------------------------------------------------- 
 "Wider Joint Offerors'      the Joint Offerors and associated undertakings 
  Groups"                     and any other body corporate, partnership, 
                              joint venture or person in which the Joint 
                              Offerors and all such undertakings (aggregating 
                              their interests) have a Significant Interest 
                            ------------------------------------------------------- 
 "Wider ENK Group"           ENK and associated undertakings and any other 
                              body corporate, partnership, joint venture 
                              or person in which ENK and such undertakings 
                              (aggregating their interests) have a Significant 
                              Interest 
                            ------------------------------------------------------- 
 Zambales                    the Zambales Chromite deposit located on 
                              Luzon Island, Philippines, in which ENK holds 
                              a 40 per cent. economic interest 
                            -------------------------------------------------------

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$" are to the lawful currency of the United States of America.

All references to "A$" are to the lawful currency of Australia.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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