TIDMARMS
RNS Number : 2083T
Asia Coal Energy Ventures Limited
16 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 July 2015
CASH OFFER
for
ASIA RESOURCE MINERALS PLC ("ARMS")
by
ASIA COAL ENERGY VENTURES LIMITED ("ACE")
Offer closed and level of acceptances
Notice of delisting and cancellation of trading of ARMS Shares
and commencement of compulsory acquisition procedure
1. INTRODUCTION
On 10 June 2015, ACE announced that the document containing the
full terms and conditions and procedures for acceptance of the
Offer (the "Offer Document"), together with the related Form of
Acceptance, had been posted to ARMS Shareholders and, for
information purposes only, to persons with information rights and
participants in the ARMS Share Option Schemes.
On 1 July 2015, ARMS announced that the Offer had become
unconditional in all respects and would remain open for acceptances
until 1.00 p.m. (London time) on 15 July 2015.
2. LEVEL OF ACCEPTANCES AND OFFER CLOSED
As at 1.00 p.m. (London time) on 15 July 2015, ACE had received
valid acceptances of the Offer in respect of a total of 229,191,558
ARMS Shares, representing approximately 94.19 per cent. of the
existing issued ordinary share capital of ARMS, which ACE may count
towards the satisfaction of the Acceptance Condition.
Of these acceptances, as announced on 1 July 2015, valid
acceptances have been received:
-- in respect of the Mr Rothschild ARMS Shares (representing
approximately 17.04 per cent. of the existing issued ordinary share
capital of ARMS) pursuant to the Mr Rothschild Irrevocable
Undertaking; and
-- in respect of the Ravenwood ARMS Shares (representing
approximately 23.58 per cent. of the existing issued ordinary share
capital of ARMS) pursuant to the Ravenwood Irrevocable
Undertaking.
The number of valid acceptances received also includes the
57,235,656 ARMS Shares indirectly held by Samin Tan(1) , who is
deemed to be acting in concert with ACE, representing approximately
23.52% of the existing issued ordinary share capital of ARMS. No
other acceptances have been received from ARMS Shareholders acting
in concert with ACE.
ACE and persons acting in concert, or deemed to be acting in
concert, with ACE, other than Samin Tan, hold 11,192,495 ARMS
Shares in aggregate, representing approximately 4.60 per cent. of
the voting rights normally exercisable at a general meeting of
ARMS, as follows:
Number % of ARMS'
of existing
ARMS ordinary
Shares share
capital
ASM Asia Recovery (Master) Fund 5,164,898(1) 2.12
ASM Hudson River Fund 517,073(1) 0.21
ASM Co--Investment Opportunity Trust
II LP 4,741,931(1) 1.95
ASM Connaught House Fund LP 768,593(1) 0.32
Total 11,192,495 4.60
------------- -----------
1 Kin Chan is interested in such ARMS Shares as the owner of
50.94% of the issued voting share capital of ASMHL.
ACE is pleased to announce that the Offer has now closed and is
no longer capable of acceptance.
3. DELISTING, CANCELLATION OF TRADING AND COMPULSORY ACQUISITION
As set out in the Offer Document, as the Offer is unconditional
in all respects and ACE has received valid acceptances under the
Offer in respect of ARMS Shares representing not less than 75 per
cent. of the voting rights of ARMS, ACE intends to procure the
making of an application by ARMS for the cancellation,
respectively, of the trading of ARMS Shares on the London Stock
Exchange's main market for listed securities (the "Main Market")
and of the listing of ARMS Shares on the premium segment of the
Official List.
The cancellation of listing of ARMS Shares on the Official List
and the cancellation of admission to trading of ARMS Shares on the
Main Market is expected to take effect on or around 13 August 2015,
being not less than 20 business days from the date of this
announcement.
In addition, as ACE has received valid acceptances under the
Offer in respect of ARMS Shares representing not less than 90 per
cent. of the ARMS Shares to which the Offer relates(2) , ACE will
now commence the procedures available to it under section 979 of
the Companies Act 2006 to compulsorily acquire those ARMS Shares
which are not owned by ACE or its associates. Notices will be sent
by ACE to non-accepting ARMS Shareholders informing them of the
compulsory acquisition of their ARMS Shares in due course.
General
The percentages of ARMS Shares referred to in this announcement
are based upon a figure of 243,304,997 ARMS Shares being in issue
on the date of this announcement.
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on ACE's website at www.asiacoalenergyventures.com by
no later than 12.00 noon (London time) on 16 July 2015. Neither the
content of the ACE website referred to in this announcement nor the
content of any other website accessible from hyperlinks on ACE's
website are incorporated into, or form part of, the Offer.
Terms used in this announcement bear the same meanings as in the
Offer Document, save where expressly stated or the context
otherwise requires.
Enquiries:
ACE
Kin Chan
Telephone: +852 2106 0828
Hannam & Partners
(Financial adviser to ACE)
Neil Passmore
Andrew Chubb
Telephone: +44 20 7907 8500
Buchanan
(PR adviser to ACE)
Bobby Morse
Gordon Poole
Jason Day
Telephone: +44 207 466 5000
Hannam & Partners, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority for investment
business activities, is acting exclusively as financial adviser to
ACE and no one else in connection with the Offer and will not be
responsible to anyone other than ACE for providing the protections
afforded to clients of Hannam & Partners, nor for providing
advice in relation to the Offer or any other matters referred to in
this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to acquire or sell or an invitation to sell or subscribe for or
purchase any securities or the solicitation of an offer to sell or
subscribe for or purchase any securities in any jurisdiction
pursuant to the Offer or otherwise nor should any part of it form
part of, or be relied on, in connection with any contract or
investment decision relating thereto, nor does it constitute a
recommendation regarding the securities of any company in ARMS
Group. The Offer is made solely through the Offer Document, which
contains the full terms and conditions of the Offer (including
details on how to accept the Offer). Any response in relation to
the Offer should be made only on the basis of the information
contained in the Offer Document and the Form of Acceptance or any
other document by which the Offer is made. ARMS Shareholders are
advised to read carefully the formal documentation in relation to
the Offer. This announcement does not constitute a prospectus or
prospectus equivalent document.
ACE reserves the right to elect, with the consent of the Panel
(if applicable), to implement the proposed acquisition of the
entire issued and to be issued share capital of ARMS not already
owned by ACE by way of a Scheme. In such event the Scheme will be
implemented on substantially the same terms, subject to appropriate
amendments (including as to the statutory voting requirements), as
those which would apply to the implementation of said acquisition
by means of the Offer.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by,
or otherwise subject to, the laws and regulations of those
jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such laws or regulations. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. It is the responsibility of each such person
to satisfy himself as to the full observance of the laws and
regulations of each relevant jurisdiction, including the obtaining
of any governmental or other consents which may be required to be
observed and the payment of any taxes or fees in such
jurisdictions.
This announcement has been prepared for the purpose of complying
with English law and the Code 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 and
regulations of any jurisdiction outside the United Kingdom.
Unless otherwise determined by ACE or required by the Code and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by use of the mails,
or by any means or instrumentality (including, without limitation,
by means of telephone, facsimile, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facilities of a securities exchange of, any Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within any
Restricted Jurisdiction. Accordingly, unless otherwise determined
by ACE or required by the Code and permitted by applicable law and
regulation, copies of this announcement and any other related
document are not being, and must not be, directly or indirectly,
mailed or otherwise distributed or sent in or into any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may make invalid
any purported acceptance of the Offer by persons in any such
Restricted Jurisdiction.
The availability of the Offer to persons not resident in the UK
may be affected by the laws of jurisdictions other than the UK.
Persons who are subject to the laws of any jurisdiction other than
the UK should obtain professional advice and observe any applicable
requirements.
Notice to ARMS Shareholders in the United States
The Offer is being made for securities of a company organised
under the laws of England, and ARMS Shareholders in the United
States should be aware that this document and any other documents
relating to the Offer have been prepared in accordance with the
Code, the applicable rules and regulations of the Financial Conduct
Authority and UK disclosure requirements, format and style, all of
which differ from laws, regulations and rules generally applicable
in the United States. The financial statements incorporated by
reference in this document have been prepared otherwise than in
accordance with US GAAP and may not be comparable to the financial
statements or other financial information of US companies.
The Offer is being made in respect of the securities of a non-US
company which does not have securities registered under Section 12
of the US Securities Exchange Act. The Offer is being made in the
United States pursuant to Section 14(e) of, and Regulation 14E
under, the US Securities Exchange Act, subject to the exemptions
provided by Rule 14d-1 under the US Securities Exchange Act and
otherwise in accordance with the requirements of the Code.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and laws. In the United States, the Offer
is made solely by ACE and not by any of its financial advisers.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, ACE or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase of, ARMS Shares
outside the United States, 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.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act
to the extent applicable.
Each ARMS Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the US Securities and Exchange Commission nor any other
United States state securities commission has approved or
disapproved the Offer, or passed judgment upon the adequacy or
completeness of this document. Any representation to the contrary
is a criminal offence.
It may be difficult for ARMS Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
or state securities laws, since ACE and ARMS are incorporated under
the laws of countries other than the United States, and some or all
of their officers and directors may be residents of countries other
than the United States. ARMS Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment or jurisdiction.
Publication on website
This announcement will be available on ACE's website at
www.asiacoalenergyventures.com. by no later than 12 noon on 16 July
2015.
(1) Registered in the name of Borneo Bumi Energi & Metal Pte
Ltd
(2) In calculating the 90% threshold, ACE is entitled to ignore
the 2,347,930 shares issued pursuant to the ARMS Share Incentive
Schemes under s. 979(5)(a) as they were allotted after the date of
the Offer (although they are included in the shares to which the
Offer relates). The shares to which the Offer relates are therefore
(243,304,997 - 2,347,930 - 11,192,495 =) 229,764,572 and 90%
threshold is 206,788,115 shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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