TIDMDIAM TIDMDIAA
RNS Number : 1324D
Abdallah Chatila
10 May 2012
FOR IMMEDIATE RELEASE
10 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH
AFRICA.
MANDATORY CASH OFFER BY ABDALLAH CHATILA
TO ACQUIRE DIAMOND CIRCLE CAPITAL PLC AT US$3.50 PER DCC
SHARE
NOTIFICATION OF PUBLICATION OF OFFER DOCUMENT
1. Introduction
On 8 May 2012 Abdallah Chatila announced that he, Pavlo
Protopapa and Evermay Global Inc. (who are deemed to be acting in
concert as defined in the City Code) had increased their holding of
DCC Shares to 3,200,000 DCC Shares representing approximately 43.05
per cent. of the voting rights in the Company.
Accordingly, as required under Rule 9 of the City Code, Mr
Chatila is making an offer for the DCC Shares not already held by
the Offeror Concert Parties at a price of US$3.50 per DCC Share in
cash, being the highest price paid for DCC Shares by any Offeror
Concert Parties in the 12 months prior to 8 May 2012.
The definitions used in this announcement are contained in
Appendix I to this announcement.
2. Publication of the Offer Document
The Offeror today announces that he has published the Offer
Document in relation to the Offer on the following website:
www.achatila.ch
The Offer Document will continue to be made available on the
above website free of charge until the Offer closes.
A copy of the Offer Document, together with the Form of
Acceptance relating to the Offer, will be posted to DCC
Shareholders on 11 May 2012.
The Offer will remain open for acceptance, subject to the terms
of the Offer Document, until 1.00 pm on 31 May 2012.
Under Rule 9.3 of the City Code, the Offer must be conditional
upon the Offeror having received valid acceptances in respect of
DCC Shares which, together with DCC Shares acquired or agreed to be
acquired before or during the Offer, will result in the Offeror
Concert Parties holding DCC Shares carrying more than 50 per cent.
of the voting rights exercisable at general meetings of the
Company. This is the only condition to the Offer. Accordingly, the
Offeror Concert Parties need to receive acceptances in respect of
516,201 DCC Shares to satisfy the condition.
Copies of the Offer Document, the Form of Acceptance and other
documents on display for the purposes of the Offer are available
for inspection during normal business hours on any business day at
the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose
Street, London EC2A 2RS throughout the period during which the
Offer remains open for acceptance.
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by means of the Offer
Document and, in the case of certificated DCC Shares, the Form of
Acceptance accompanying the Offer Document.
DCC Shareholders may request a copy of the Offer Document, and
any information incorporated into it by reference to another
source, in hard copy form by writing to Computershare Investor
Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, or by
calling 0870 873 5873 or, if calling from outside the UK, on +44
870 873 5873 between 9.00am and 5.00pm (London time) Monday to
Friday (except UK public holidays). Computershare cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice.
3. Correction of Prior Announcement
In the announcement made on 8 May 2012 in relation to the Offer,
it was mistakenly stated that one of the Offeror Concert Parties,
Evermay Global Inc., held 1,927,385 DCC Shares. The correct number
of DCC Shares held by Evermay Global Inc. is 1,552,385 and this
figure was correctly stated in the Opening Position Disclosure made
by the Offeror on 8 May 2012 in respect of himself and the other
Offeror Concert Parties under Rule 8.1(a) of the City Code.
4. 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. Further details in relation to overseas
shareholders will be contained in the Offer Document.
Unless otherwise determined by the Offeror or required by the
City Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from the United States, Australia, Canada, New Zealand, the
Republic of South Africa or Japan or any other jurisdiction if to
do so would constitute a violation of the laws of such jurisdiction
and no person may accept the Offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that 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 where to do so would violate the laws in that
jurisdiction.
5. Forward-looking statements
This announcement may contain statements 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 (including, without limitation, any
statements regarding the Offeror's and/or the Company's future
financial condition, results of operations and business strategy,
plans and objectives). Statements containing the words
"anticipate", "believe", "intend", "estimate", "expect" and words
of similar meaning are also forward-looking, but the use of such
words is not the exclusive means of identifying such statements.
Forward-looking statements are based on current expectations and
are subject to a number of risks and uncertainties that could cause
actual results to differ materially from any expected future
results in such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements. In
any event, these statements speak only as of the date hereof, and
the Offeror does not undertake to update or revise any such
statement, whether as a result of new information, future events or
otherwise, except as required by the City Code or applicable
law.
6. Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 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 City 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 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 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.
The Offeror made an Opening Position Disclosure in respect of
himself and the other Offeror Concert Parties under Rule 8.1(a) of
the City Code on 8 May 2012.
7. Publication on Website
A copy of this announcement and the Offer Document are available
free of charge (subject to any applicable restrictions with respect
to persons resident in Restricted Jurisdictions) on the Offeror's
website at www.achatila.ch
8. Enquiries:
Offeror: Abdallah Chatila Tel: +41 (22) 731 49 00
Reed Smith LLP (Legal adviser to the Offeror): Oliver s'Jacob
Tel: +44 (0) 20 3116 3000
Appendix I
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Business Day" means a day other than a Saturday or
Sunday or a public holiday in England
and Wales;
"Canada" Canada, its provinces, territories and
all areas subject to its jurisdiction
and any political sub-division thereof;
"City Code" the City Code on Takeovers and Mergers;
"concert party" a group "acting in concert" as defined
in the City Code;
"DCC Shareholder(s)" holders, from time to time, of DCC Shares;
"DCC Shares" the existing issued or unconditionally
allotted and paid (or credited as fully
paid) ordinary shares of US$0.01 each
in the capital of Diamond Circle Capital
and any further shares which are unconditionally
allotted or issued fully paid (or credited
as fully paid) on or prior to the date
on which the Offer closes or, subject
to the provisions of the City Code, such
earlier date or dates as the Offeror
may determine;
"Diamond Circle Capital" Diamond Circle Capital PLC;
or "the Company"
"Japan" Japan, its cities, prefectures, territories
and possessions;
"Offer" the mandatory cash offer by Abdallah
Chatila to acquire all of the DCC Shares
not already owned by the Offeror Concert
Parties (excluding treasury shares) on
the terms to be set out in the Offer
Document, including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the formal document to be sent to DCC
Shareholders (or made available electronically
in accordance with the City Code) setting
out the full terms of the Offer;
"Offer Period" the offer period (as defined by the City
Code) relating to Diamond Circle Capital
which commenced on 8 May 2012;
"Offeror" Abdallah Chatila, the person making the
Offer;
"Offeror Concert Parties" Abdallah Chatila, Evermay Global Inc.
and Pavlo Protopapa
"Panel" the Panel on Takeovers and Mergers;
"Restricted Jurisdiction" the United States, Australia, Canada,
New Zealand, the Republic of South Africa,
Japan and any other jurisdiction in respect
of which the making of the Offer, directly
or indirectly, in, into or from, such
jurisdiction would constitute a violation
of the laws of such jurisdiction;
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"United States" the United States of America, its territories
and possessions, any State of the United
States and the District of Columbia,
and all other areas subject to its jurisdiction;
"US$" United States dollars, the lawful currency
of the United States
This information is provided by RNS
The company news service from the London Stock Exchange
END
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