TIDMASA
RNS Number : 1263O
Rich Pro Investments Limited
16 August 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
16 August 2017
CASH OFFER
by
RICH PRO INVESTMENTS LIMITED ("RPI")
for
ASA RESOURCE GROUP PLC ("ASA")
-----------------
RESPONSE TO APPOINTMENT OF ADMINISTRATORS BY ASA BOARD
EXTENSION OF OFFER
RPI announces that its Offer, which remains subject to the terms
and the conditions set out or referred to in the Offer Document
posted to ASA shareholders on 25 July 2017, is extended to, and
will remain open for acceptance until, 1.00pm on 29 August
2017.
RPI notes the announcement made by ASA on 28 July 2017 that the
ASA Board has appointed Mark Skelton and Trevor Birch of Duff &
Phelps Ltd as joint administrators (the "Administrators") of ASA.
RPI considers that this appointment by the ASA Board was not in the
best interests of ASA Shareholders, its creditors or its other
stakeholders, and is yet another example of the poor management
that has characterised the ASA Board's stewardship of ASA and the
company's continued decline.
In this regard, RPI notes:
-- that the ASA Board has failed, at any point since RPI's first
approach to the ASA Board on 16 June 2017, to engage with RPI with
regard to RPI's repeated offers to provide financial support to
ASA. Instead, during this period, the ASA Board took steps which
RPI considers are not in the best interests of ASA Shareholders,
its creditors or its other stakeholders, such as requiring, in the
context of discussions for a recommendation of the Offer, that
certain members of the ASA Board would not be removed for an
extended period following the Offer becoming or being declared
unconditional;
-- the failure of the ASA Board to announce any unexpected event
or claim, beyond ordinary corporate expenses, that has unavoidably
led to the appointment of Administrators, or to provide any
meaningful explanation of the circumstances behind such
appointment;
-- that ASA is being managed by the Administrators in the
interests of its creditors (which now includes the ASA Board in
their personal capacities as creditors in respect of "unpaid
directors' fees and salaries"); and
-- that the ASA Board have in aggregate only a minimal holding
of ASA Shares and that their interests will not therefore
necessarily be aligned with the Shareholders for whom the value of
an ASA Share has been materially damaged by recent events.
RPI reiterates its previously stated intention to seek the
immediate resignation of, or procure the termination of
appointments of, the current ASA Board, and to investigate whether
any actions taken by current or past directors of ASA are in
contravention of applicable laws or regulations or their duties to
ASA, including, but not limited to, the conduct of the ASA Board
throughout the Offer Period and specifically in relation to the
appointment of the Administrators by the ASA Board.
As noted above, ASA has not publicly announced any material
details of the reasons that caused the ASA Board to place ASA into
administration. We expect that more information will become
available as the administration progresses and await ASA's
statement of affairs and the Administrators' proposals with
interest. In the meantime, a member of a company in administration
may, under Rule 12.39(4)(a)(ii) of the Insolvency (England and
Wales) Rules 2016, "inspect the court file, or obtain from the
court a copy of the court file, or of any document in the court
file". For ASA Shareholders, this includes the right to be provided
with a copy of the Notice of Appointment of the Administrators that
was filed at Court by the ASA Board on 1 August 2017.
RPI strongly urges Shareholders to contact the Companies Court
(The Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A
1NL; phone: 020 7947 6148 / 020 7947 6175) and to exercise their
rights as members of ASA under Rule 12.39(4)(a)(ii) of the
Insolvency (England and Wales) Rules 2016 to be provided with a
copy of the Notice of Appointment of the Administrators that was
filed by the ASA Board with the Court on 1 August 2017.
RPI has previously expressed a concern that the value of its,
and many other ASA Shareholders', investment in ASA is unlikely to
recover without significant change to the management and strategy
of ASA, supported by significant financial resources which would
need to be made available to ASA on favourable terms. RPI continues
to believe that this is the case. RPI has, both publicly and
privately, repeatedly offered to provide such support to ASA. Even
following the appointment of the Administrators, RPI indicated to
the Administrators that it remained willing to provide US$40
million of new financing to ASA at an interest rate of 5% per annum
for the settlement of its outstanding creditors, subject to the ASA
Board being reconstituted and other standard terms and conditions.
RPI believes that these terms were significantly better than any
other financing options available to ASA; and a significantly
better alternative than destroying Shareholder value by the forced
sale of ASA's assets at a time of weakness. RPI remains willing to
provide such finance and will continue to try to work with the
Administrators to assist ASA.
Extension of Offer
When RPI announced the Offer on 12 July 2017, it stated that it
believed that the Offer presented ASA Shareholders who wished to do
so with a compelling exit opportunity at 2.1 pence per ASA Share,
which represented a highly attractive premium of approximately 64.7
per cent. to the closing price of ASA Shares prior to the date of
such announcement. RPI considers that, given the subsequent
disposals made by the ASA Group (of the slaughterhouse business and
assets and Klipspringer Diamond Mine interests), the suspension of
trading in ASA Shares and, finally, the placing of ASA into
administration by the ASA Board, the Offer Price is even more
compelling. Despite these events, as stated above, RPI remains
committed to working with the Administrators to assist ASA. RPI
therefore announces that its Offer, which remains subject to the
terms and the conditions set out or referred to in the Offer
Document posted to ASA shareholders on 25 July 2017, is extended
to, and will remain open for acceptance until, 1.00pm on 29 August
2017.
ASA Shareholders who have not accepted the Offer are urged to do
so as soon as possible and in any event by 1.00 p.m. on 29 August
2017.
The Offer is subject to the conditions set out in Part A of
Appendix 1 of the Offer Document, including the condition in
paragraph (a) (the "Acceptance Condition"), which is set out
below:
"(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 p.m. on the
First Closing Date (or such later time(s) and/or date(s) as RPI
may, with the consent of the Panel or subject to the rules of the
City Code, decide) in respect of not less than 90 per cent. (or,
subject to the requirements of the City Code, such lower percentage
as RPI may decide) in nominal value of the ASA Shares to which the
Offer relates and not less than 90 per cent. (or, subject to the
requirements of the City Code, such lower percentage as RPI may
decide) of the voting rights carried by the ASA Shares to which the
Offer relates provided that this condition will not be satisfied
unless RPI shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) ASA Shares carrying in
aggregate over 50 per cent. of the voting rights then normally
exercisable at a general meeting of ASA."
Amongst others, the Offer is also subject to the condition in
paragraph (g)(xii) of Part A of Appendix I of the Offer Document
(the "Insolvency Condition"), which is set out below:
"(g) save as disclosed in the Annual Report or as publicly
announced by ASA prior to 11 July 2017 (by the delivery of an
announcement to a Regulatory Information Service), no member of the
Wider ASA Group having since 31 March 2016:
(xii) taken any corporate action or had any legal proceedings
instituted or threatened against it or had any petition presented
or order made for its winding-up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and/or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction."
RPI has agreed with the Panel Executive that RPI has an ongoing
ability to lapse the Offer on the Insolvency Condition.
Furthermore, the Panel Executive has indicated that if ASA exits
from administration following the lapse of the Offer, it would
consider that to be a material change which would allow a
dispensation to be granted from the restrictions under Rule 35 of
the Code on the ability of RPI, any person who acted in concert
with RPI in the course of the Offer, or any person who is
subsequently acting in concert with any of them, within 12 months
of the Offer lapsing, either:
(a) to announce an offer or possible offer for ASA (including a
partial offer which could result in the offeror and persons acting
in concert with it being interested in shares carrying 30% or more
of the voting rights of the offeree company);
(b) to acquire any interest in shares of the offeree company if
the offeror or any such person would thereby become obliged under
Rule 9 of the Code to make an offer;
(c) to acquire any interest in, or procure an irrevocable
commitment in respect of, shares of the offeree company if the
shares in which such person, together with any persons acting in
concert with him, would be interested and the shares in respect of
which he, or they, had acquired irrevocable commitments would in
aggregate carry 30% or more of the voting rights of the offeree
company;
(d) to make any statement which raises or confirms the
possibility that an offer might be made for the offeree company;
or
(e) to take any steps in connection with a possible offer for
ASA where knowledge of the possible offer might be extended outside
those who need to know in the offeror and its immediate
advisers.
The Panel has also agreed that, in such a situation, there shall
be no restrictions on the ability of RPI, any person who acted in
concert with RPI in the course of the Offer, or any person who is
subsequently acting in concert with any of them, to acquire, or
offer to acquire, any of the assets of ASA, whether from the
Administrators or otherwise.
If RPI does in the future decide to lapse the Offer and make a
further offer to acquire the ASA Shares, there can be no certainty
that it would be at the same price, or on the same terms as the
Offer.
Level of acceptances
RPI announces that as at 1.00 p.m. (London time) on 15 August
2017, RPI had received valid acceptances in respect of 385,391,678
ASA Shares, representing 22.77 per cent. of the total issued ASA
Shares (the "Valid Acceptances"). Of the Valid Acceptances,
92,906,920 ASA Shares, representing 5.49 per cent. of the total
issued ASA Shares, were subject to irrevocable undertakings or a
letter of intent.
RPI holds 70,366,853 ASA Shares, representing 4.16 per cent. of
the total issued ASA Shares.
Accordingly, as at 1.00 p.m. (London time) on 15 August 2017,
RPI owned or had received acceptances of the Offer in respect of
455,758,531 ASA Shares, representing 26.93 per cent. of the total
issued ASA Shares, which RPI may count towards the Acceptance
Condition.
In addition to the Valid Acceptances, at 1.00 p.m. (London time)
on 15 August 2017, RPI had received incomplete acceptances in
respect of 564,239,709 ASA Shares, representing 33.34 per cent. of
the total issued ASA Shares (the "Incomplete Acceptances"), which
RPI is not entitled to count towards the Acceptance Condition. Of
the Incomplete Acceptances, 501,720,835 ASA Shares, representing
29.65 per cent. of the total issued ASA Shares, were subject to
irrevocable undertakings or a letter of intent.
The Incomplete Acceptances were invalid for various reasons,
including incorrect or no share certificates being received, and
incorrect signatures or witness statements.
RPI understands that ASA did not issue new share certificates to
ASA Shareholders following the change of the ASA's name (from Mwana
Africa plc) on 30 September 2015, and the sub-division of ASA's
share capital (from ordinary shares of GBP0.01 to ordinary shares
of GBP0.001, on 21 October 2016). RPI understands that this has
resulted in many ASA Shareholders holding inaccurate share
certificates. RPI will work with ASA Shareholders and ASA's
registrar, Computershare Investor Services (Ireland) Limited, to
ensure that the Incomplete Acceptances become valid before 29
August 2017.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
Rich Pro Investments Limited
Bian Qi +86 571 5812 1566
finnCap Limited (financial adviser to RPI)
Henrik Persson 020 7220 0500
James Thompson
FTI Consulting (PR adviser to RPI)
Ben Brewerton 020 3727 1000
Edward Westropp
Sara Powell
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
INTED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY
SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT AND, IN RESPECT OF ASA SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER
DOCUMENT.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
RPI and no one else in connection with the Offer and will not be
responsible to anyone other than RPI for providing the protections
afforded to clients of finnCap nor for providing advice in relation
to the Offer, the content of this announcement or any other matter
or arrangement referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement
and the availability of the Offer in jurisdictions other than the
United Kingdom may be restricted by law and persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves about, and observe,
any applicable requirements. This announcement and the Offer
Document have been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement and the Offer Document had been prepared in accordance
with the law of jurisdictions outside the United Kingdom.
The availability of the Offer to ASA Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. Such persons
should inform themselves about and observe any applicable legal or
regulatory requirements.
Unless otherwise determined by RPI or required by the City Code
and permitted by applicable law and regulation, the Offer will not
be made, directly or indirectly, in, into or from, or by the use of
the mails of, or by any means or instrumentality (including,
without limitation, telephone, facsimile, the internet or any other
form of electronic communication) of interstate or foreign commerce
of, or through any facility of a national 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, copies of
this announcement and the Offer Document are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent, in, into or from any Restricted
Jurisdiction and persons receiving these documents (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and must not mail, transmit or otherwise
forward, distribute or send it in, into or from any Restricted
Jurisdiction. Doing so may render invalid any purported acceptance
of the Offer. Notwithstanding the foregoing, RPI will retain the
right to permit the Offer to be accepted and any sale of securities
pursuant to the Offer to be completed if, in its sole discretion,
it is satisfied that the transaction in question can be undertaken
in compliance with applicable law and regulation.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning ASA and RPI. Generally, the
words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of those risks and uncertainties relate to factors that are
beyond the abilities of RPI and ASA to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants, and therefore undue reliance should not
be placed on such statements. RPI does not assume any obligation
and does not intend to update these forward-looking statements,
except as required pursuant to applicable law.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to consummate the Offer; the
ability to obtain the satisfaction of the conditions on the
proposed terms and schedule; the potential impact of the
announcement or consummation of the Offer on relationships,
including with employees, suppliers, customers and competitors; and
changes in general economic, business and political conditions.
Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither RPI nor any of its respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the AIM Rules and the Disclosure and Transparency
Rules of the FCA, as applicable), RPI is not under any obligation,
and RPI disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the Code
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and, in respect of ASA Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the 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.
Publication on a website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the City Code will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the Hailiang website at
http://www.Hailiang.com/en/index.php/service/disclaimer by no later
than 12 noon (London time) on the business day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by contacting finnCap
during business hours on 020 7220 0500 or by submitting a request
in writing to finnCap at 60 New Broad Street, London, EC2M 1JJ
(attention James Thompson). For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEASPKFFKXEEF
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August 16, 2017 02:00 ET (06:00 GMT)
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