TIDMENK TIDMTTM
RNS Number : 4838L
DMCI Holdings Inc.
04 September 2012
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 OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 September 2012
RECOMMENDED CASH OFFER
for
ENK PLC ("ENK" or the "Company")
by
DMCI Holdings, Inc. ("DMCI") and D&A Income Limited
("D&A") (together the "Joint Offerors")
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 8 August 2012, the Independent Directors of ENK and the Joint
Offerors announced that they had agreed on the terms of a
recommended cash offer (the "Offer") to be made by the Joint
Offerors to acquire the entire issued and to be issued share
capital of ENK not already owned by the Joint Offerors or their
associates. The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
by the Joint Offerors on 24 August 2012 (the "Offer Document").
Offer wholly unconditional
The Joint Offerors confirm that as at 9:00 a.m. (London time) on
4 September 2012 they have received valid acceptances in respect of
a total of 89,563,410 Shares, representing approximately 34.2 per
cent. of the entire issued share capital of ENK, including
88,769,093 Shares which were subject to irrevocable undertakings,
as set out in paragraph 6 of Appendix III of the Offer Document. In
addition, since 22 August 2012, DMCI has acquired a further
15,555,000 Shares at or below the Offer Price through market
purchases, representing approximately 5.9 per cent. of the entire
issued share capital of ENK.
Therefore, together with the 53,981,824 Shares, representing
approximately 20.6 per cent. of the entire issued share capital of
ENK, owned by the Joint Offerors on 22 August 2012, the Joint
Offerors now own or have received valid acceptances in respect of a
total of 159,100,234 Shares, representing approximately 60.7 per
cent. of the existing share capital of ENK.
The Joint Offerors have today determined that the 90 per cent.
Acceptance Condition will be waived and treated as satisfied. In
addition, the Joint Offerors confirm that all the other Conditions
to the Offer have been satisfied or waived and, accordingly, the
Offer has become wholly unconditional.
Actions to be taken by Shareholders
ENK Shareholders who have not yet accepted the Offer are urged
to do so immediately and, in any event, not later than 1.00 p.m.
(London time) on Friday 14 September 2012.
Details on how to accept the Offer are set out in full in the
Offer Document and the accompanying form of acceptance.
Cancellation of admission to trading in AIM and withdrawal from
the ASX
As set out in the Offer Document, if sufficient Acceptances are
received, the Joint Offerors intend to procure that ENK makes
applications (i) to the London Stock Exchange for the cancellation
of trading in Shares on AIM and to de-list ENK from AIM; and (ii)
to the Australian Securities Exchange for the removal of the CDIs
from the official list of the ASX. In addition the Joint Offerors
may re-register ENK as a private company.
De-listing is likely to reduce significantly the liquidity and
marketability of any Shares in respect of of which the Offer has
not been accepted.
Compulsory Acquisition
Further, as set out in the Offer Document, if the Joint Offerors
receive Acceptances in respect of, and/or otherwise acquire (in
addition to the Shares they already hold) 90 per cent. or more of
Shares by nominal value and voting rights attaching to such Shares,
the Joint Offerors intend to exercise their rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Shares in respect of which the Offer has
not been accepted on the same terms as the Offer.
Settlement
The consideration to which any Shareholder is entitled under the
Offer will be settled (i) in the case of valid acceptances received
on or before the date of this announcement, on or before 18
September 2012; and (ii) in the case of valid acceptances received
after the date of this announcement but while the Offer remains
open for acceptance, within 14 calendar days of such receipt, in
each case in the manner described in the Offer Document.
Enquiries:
Evercore Partners (financial advisor to the Joint Offerors)
Stephen CuUnjieng Tel: +852 3983 2600
Edward Banks Tel: +44 20 7653 6000
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Shareholders with any questions relating to the Offer Document
or the completion and return of the Form of Acceptance or CDI
Acceptance Forms should telephone Computershare UK on 0870 889 4064
(or +44 (0) 870 889 4064, if telephoning from outside the UK)
between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday
(excluding UK public holidays) or Computershare Australia on 1300
609 184 (or +61 9415 4312, if telephoning from outside Australia)
between 9.30 a.m. and 5.00 p.m. (Australian Eastern Standard Time)
Monday to Friday (excluding Australian public holidays).
Copies of the Offer Document can also be requested by
telephoning Computershare UK or Computershare Australia at the
numbers given above.
The percentages referred to in this announcement are based upon
a figure of 262,104,003 Shares as disclosed by ENK in its latest
annual report released on 25 June 2012.
Evercore Partners, through Evercore Asia and Evercore
International, is acting exclusively for the Joint Offerors and no
one else in connection with the Offer and for DMCI and no one else
in connection with the consortium arrangements with D&A in
relation to the Offer and will not be responsible to anyone other
than the Joint Offerors and DMCI for providing the protections
afforded to clients of Evercore Partners or for providing advice in
connection with the Offer, the consortium arrangements or any
matter referred to herein. Evercore Asia is licensed by the Hong
Kong Securities and Futures Commission. Evercore International is
authorised and regulated in the United Kingdom by the Financial
Services Authority.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer has been made solely
by means of the Offer Document, the Form of Acceptance and the CDI
Acceptance Forms, which contain the full terms and Conditions of
the Offer, including details of how the Offer may be accepted. Any
acceptance or other response to the proposals should be made on the
basis of the information in the Offer Document.
The Offer is not subject to the City Code or the jurisdiction of
the Takeover Panel and this announcement has not been prepared for
the purposes of complying with the City Code.
This announcement has been prepared for the purpose of complying
with English law 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 of jurisdictions outside
the United Kingdom.
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. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law, the
Joint Offerors disclaim any responsibility or liability for the
violation of such restrictions by such person.
Unless otherwise determined by the Joint Offerors, and permitted
by applicable law and regulation, the Offer has not been made,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and the
Offer is not capable of acceptance from or within a Restricted
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 as doing so may invalidate any purported acceptance
of the Offer.
The availability of the Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
If you are a resident of the United States, please read the
following:
In accordance with normal UK market practice, the Joint
Offerors, or their nominees, or their brokers (acting as agents)
may from time to time make certain purchases of, or arrangements to
purchase, Ordinary Shares, 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.
Any information about such purchases will be disclosed as required
in the United Kingdom.
Forward Looking Statements
This announcement contains statements about the Joint Offerors
and ENK 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. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of either of the Joint
Offerors' or ENK's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
either of the Joint Offerors' or ENK's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. The Joint
Offerors disclaim any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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