Asia Resource Minerals PLC Publication of Response Document (8187P)
June 10 2015 - 11:00AM
UK Regulatory
TIDMARMS
RNS Number : 8187P
Asia Resource Minerals PLC
10 June 2015
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
10 JUNE 2015
Asia Resource Minerals plc ("ARMS" or the "Company")
Publication of Response Document
The Board of ARMS announces the publication, by ARMS, of a
response circular to shareholders in respect of the cash offer made
today by Asia Coal Energy Ventures Limited ("ACE") to acquire the
entire issued and to be issued ordinary share capital of ARMS not
already owned by funds managed by Argyle Street Management Limited
(the "ACE Cash Offer").
The response circular is published in accordance with Rule
25.1(a) of the City Code on Takeovers and Mergers and a copy will
be posted or otherwise made available to ARMS shareholders today
along with the ACE offer document.
The response circular includes a notice convening a general
meeting for the purposes of voting on a resolution to be put to
independent shareholders of ARMS under Rule 16 of the Takeover Code
in connection with the ACE Cash Offer. The general meeting will be
held at SCI, 14-15 Belgrave Square, London SW1X 8PS, United Kingdom
on 29 June 2015, immediately following the conclusion of ARMS'
Annual General Meeting (which is scheduled to take place at 1.00
p.m.).
A copy of the response circular (and the ACE offer document)
will be available free of charge for inspection at
www.asiarmplc.com while the ACE Cash Offer remains open for
acceptance, subject to certain restrictions relating to persons in
any jurisdiction where release, publication or distribution of this
document would constitute a violation of the securities law of such
jurisdiction.
- ENDS-
Enquiries
Asia Resource
Minerals plc
Sean Wade
+44 (0) 20 7201
7511
RLM Finsbury
Ed Simpkins /
Charles O'Brien
+44 (0) 20 7251
3801
Rothschild (Financial
Adviser)
Roger Ewart Smith
Sam Critchlow
+44 (0) 20 7280
5000
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Financial Adviser
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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