TIDMDHIR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, OR FROM,
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
Cash Offer by
Acorn Global Investments Limited
for
Dhir India Investments plc
Offer unconditional in all respects
On 20 December 2011, Acorn Global Investments Limited ("Acorn") announced a
cash offer ("the Offer") of 42 pence per Dhir India Investments plc ("DII")
share (the "Offer Price") for the entire issued and to be issued ordinary share
capital of DII. The Offer Document containing the formal terms of the Offer was
posted to DII Shareholders on the same day.
Level of Acceptance
As at 1.00 p.m. on 11 January 2012, Acorn had received valid acceptances of the
Offer in respect of 15,514,925 DII Shares representing, in total, approximately
93.09 per cent. of DII's issued share capital, all of which Acorn may count
towards the satisfaction of its acceptance condition. The Offer has accordingly
become unconditional as to acceptances. The Acorn board is pleased to announce
that, all of the conditions to the Offer having now been satisfied or waived,
the Offer is unconditional in all respects. The Offer will remain open for
acceptance until 1.00 p.m. on 25 January 2012 at which time the Offer will be
closed.
Prior to making the Offer, neither Acorn, the Acorn Directors nor any persons
acting in concert with Acorn owned or had any beneficial or non-beneficial
interest in the share capital of DII.
Save as disclosed in this announcement, neither Acorn, the Acorn Directors nor
any persons acting in concert with Acorn, is interested in or has any rights to
subscribe for any DII Shares nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement in relation
to DII Shares. For these purposes, "arrangement" includes any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of DII Shares and any borrowing or lending of DII Shares which
have not been on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to DII Shares.
Consideration
Settlement of the consideration due to DII Shareholders who have already
provided valid and complete acceptances under the Offer will be despatched (or
in respect of DII Shares held in uncertificated form, credited through CREST)
by 25 January 2012. The consideration due to DII Shareholders who provide, or
have provided, valid and complete acceptances under the Offer after 1.00 p.m.
on 11 January 2012 will be despatched (or in respect of DII Shares held in
uncertificated form, credited through CREST) within 14 days of the date on
which such acceptances are received or, in the case of electronic acceptances,
made.
Compulsory acquisition and quotation on AIM
Notwithstanding Acorn having received acceptances for more than 90 per cent. of
the DII Shares to which the Offer relates, Acorn's intention is to take such
steps as necessary to maintain DII's quotation on AIM. No assurances, however,
can be given that the quotation on AIM will be maintained.
Until this matter is resolved, no decision will be made as to whether Acorn
will compulsorily acquire any DII Shares not owned by Acorn after the Offer has
closed.
Acceptance of the Offer
To accept the Offer in respect of DII Shares in certificated form, the Form of
Acceptance must be completed, signed and returned, together with your
definitive share certificate(s) and/or other document(s) of title, as soon as
possible so as to be received by post by Share Registrars Limited, Suite E,
First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL or (during the hours
of 9.00 a.m. to 5.00 p.m. only) by hand to Share Registrars Limited, Suite E,
First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL. The procedure for
acceptance of the Offer in respect of certificated DII Shares is set out in
paragraph 13(a) of Part III of the Offer Document and in the Form of
Acceptance.
To accept the Offer in respect of DII Shares in uncertificated form,
acceptances should be made electronically through CREST. The procedure for
acceptance of the Offer in respect of DII Shares in uncertificated form is set
out in paragraph 13(b) of Part III of the Offer Document.
If a holder of DII Shares is in any doubt about the Offer or any action he
should take, he is recommended immediately to seek his own personal financial
advice from his stockbroker, bank manager, solicitor, accountant or another
independent financial adviser authorised under the Financial Services and
Markets Act 2000 if he is in the United Kingdom or, if not in the United
Kingdom, from another appropriately authorised financial adviser.
Further Information
Copies of the Offer Document and the Form of Acceptance are available (during
normal business hours) from Share Registrars Limited, Suite E, First Floor, 9
Lion & Lamb Yard, Farnham, Surrey GU9 7LL.
A copy of all announcements made by Acorn and documents sent by Acorn,
including the Offer Document and this announcement, are available at Acorn's
website at: http://www.acornglobalinvestments.net.
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 20 December
2011.
Enquires:
Acorn Global Investments Limited +44 7776 181 400
Anup N Dalal
Cairn Financial Advisers LLP - Financial Advisers to +44 20 7148 7900
Acorn
Tony Rawlinson / Jo Turner
Cairn Financial Advisers, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Acorn
and no-one else in connection with the Offer. Cairn Financial Advisers will not
be responsible to anyone other than Acorn for providing the protections
afforded to clients of Cairn Financial Advisers or for giving advice in
relation to the Offer or the content of, or any matter or arrangement referred
to in, this announcement.
Dealing Disclosure Requirements
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 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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%
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 p.m. (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.
If you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the Panel's
Market Surveillance Unit on +44 (0) 20 7638 0129.
Overseas shareholders
This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed is not the same as would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom. Unless otherwise determined
by Acorn or required by the Code and permitted by applicable law and
regulation, the Offer is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, electronically or by facsimile transmission, internet,
email, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, the United
States, Canada, Australia, Japan or any other Restricted Jurisdiction and,
subject to certain exceptions, the Offer cannot be accepted by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia, Japan or any other Restricted Jurisdiction. Accordingly, unless
otherwise determined by Acorn or required by the Code and permitted by
applicable law and regulation, copies of this document and any related document
are not being, and must not be, directly or indirectly, mailed, distributed,
transmitted, forwarded or otherwise sent, in whole or in part, in, into or from
the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and persons receiving this document or any related document
(including, without limitation, custodians, nominees and trustees) should not
distribute, mail, transmit, forward or send them or any of them in, into or
from the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction as doing so may render invalid any purported acceptance of the
Offer by any such person in any jurisdiction in which such offer or
solicitation is unlawful.
The availability of the Offer to persons not resident in the United Kingdom or
who are subject to the laws of any jurisdiction other than the United Kingdom
may be affected by the laws of the relevant jurisdiction. Such persons should
inform themselves about, and observe, any applicable legal or regulatory
requirements. Further details in relation to overseas shareholders are
contained in the Offer Document.
Responsibility
Each of the Acorn Directors accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of each of the
Acorn Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer is made solely by means of the Offer
Document and (in respect of certificated DII Shares) the Form of Acceptance,
which contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
END
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