TIDMSKR
RNS Number : 7894L
Sun Avenue Partners Corp
09 July 2014
FOR IMMEDIATE RELEASE
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.
9 July 2014
RECOMMENDED CASH OFFER
FOR
SUNKAR RESOURCES PLC
BY
SUN AVENUE PARTNERS CORP.
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 17 June 2014, Sun Avenue Partners Corp. ("SAPC"), a company
wholly-owned by Mr Almas Mynbayev, made a recommended cash offer
for the entire issued and to be issued share capital of Sunkar
Resources plc ("Sunkar") not already owned by SAPC (the
"Offer").
SAPC announces that all the conditions of the Offer have now
been either satisfied or waived. Accordingly, the Offer is hereby
declared unconditional in all respects and will remain open for
acceptance until further notice. At least 14 days' notice will be
given if SAPC decides to close the Offer.
Level of acceptances
SAPC announces that as at 1.00 p.m. (London time) on Tuesday 8
July 2014, being the first closing date of the Offer, valid
acceptances of the Offer had been received in respect of
101,681,152 Sunkar Shares, representing approximately 29.81 per
cent. of Sunkar's existing issued share capital, which SAPC may
count towards the satisfaction of the acceptance condition of the
Offer. So far as SAPC is aware, none of these acceptances have been
received from persons acting, or deemed to be acting, in concert
with SAPC for the purposes of the Offer.
Prior to the announcement of the Offer, SAPC had received
irrevocable undertakings to accept (or procure acceptance of) the
Offer from certain directors of Sunkar who are also Sunkar
Shareholders, in respect of a total of 41,841,299 Sunkar Shares,
representing approximately 12.27 per cent. of Sunkar's issued
ordinary share capital, being:
- Nurdin Damitov, in respect of his entire interest of
21,427,799 Sunkar Shares, representing approximately 6.28 per cent.
of the existing issued share capital of Sunkar; and
- Serikjan Utegen, in respect of his entire interest of
20,413,500 Sunkar Shares, representing approximately 5.98 per cent.
of the existing issued share capital of Sunkar
Valid acceptances have been received in respect of all the
Sunkar Shares which were the subject of such irrevocable
undertakings.
Prior to the announcement of the Offer, SAPC owned 174,476,283
Sunkar Shares, representing approximately 51.15 per cent. of
Sunkar's existing issued ordinary share capital.
Accordingly, the total number of Sunkar Shares held by SAPC,
together with those in respect of which valid acceptances of the
Offer have been received, is 276,157,435 Sunkar Shares,
representing approximately 80.96 per cent. of Sunkar's existing
issued share capital.
In addition, SAPC owns US$1.28 million of US$1 convertible loan
notes which, if capable of conversion and if converted, would
equate to 34,065,202 Sunkar Shares, representing approximately 9.08
per cent. of Sunkar's issued share capital as enlarged by such
conversion.
Save as disclosed in this announcement, neither SAPC nor Mr
Mynbayev nor any person acting, or deemed to be acting, in concert
with SAPC for the purposes of the Offer has any interest in
relevant securities of Sunkar or a right to subscribe for or any
short positions (whether conditional or absolute and whether in the
money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery in
respect of any relevant securities of Sunkar or has during the
Offer Period borrowed or lent any relevant securities of
Sunkar.
Settlement of consideration
Settlement of the consideration to which any Sunkar Shareholder
is entitled under the Offer is expected to be dispatched (or
credited through CREST) to validly accepting Sunkar Shareholders
(i) in the case of acceptances received, complete in all respects,
on or before the date of this announcement, within 14 days of this
announcement; or (ii) in the case of acceptances received, complete
in all respects, after the date of this announcement but while the
Offer remains open for acceptance, within 14 days of such receipt,
and in either case in the manner described in paragraphs 14.1 or
14.2, as relevant, of the letter from SAPC to Sunkar Shareholders
set out in Part II of the Offer Document.
De-listing and cancellation of trading on AIM
As stated in the Offer Document, since the Offer is now wholly
unconditional and SAPC holds or has received acceptances in respect
of Sunkar Shares carrying more than 75 per cent. of the voting
rights attaching to the ordinary share capital of Sunkar, SAPC
intends to take steps to procure, as soon as practicable, the
making of an application by Sunkar to the London Stock Exchange for
the cancellation of the admission to trading of Sunkar Shares on
AIM and a further announcement will be made by Sunkar giving at
least 20 Business Days' notice prior to the anticipated
cancellation. It is also anticipated that, following such
cancellation, Sunkar will be re-registered as a private company
under the relevant provisions of the Act. Sunkar Shareholders who
have not yet accepted the Offer should note that cancellation is
likely to reduce significantly the liquidity and marketability of
Sunkar Shares not acquired under the Offer. Once cancellation has
taken effect, Sunkar Shareholders will no longer be able to effect
transactions in Sunkar Shares on AIM.
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice.
SAPC will give not less than 14 days' notice in writing to Sunkar
Shareholders who have not accepted the Offer that the Offer will
remain open for such period before closing it.
Sunkar Shareholders who wish to accept the Offer, but who have
not yet done so, in respect of Sunkar Shares held in certificated
form (that is, not in CREST), should complete, sign, have witnessed
(as required) and return the Form of Acceptance together with the
relevant valid share certificate(s) or other documents of title, in
accordance with the instructions set out in the Offer Document and
on the Form of Acceptance, by post or by hand (during normal
business hours only) to Capita Asset Services, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon
as possible.
Sunkar Shareholders who wish to accept the Offer, but who have
not yet done so, in respect of Sunkar Shares held in uncertificated
form (that is, in CREST), should read paragraph 13.2 of the letter
from SAPC to Sunkar Shareholders set out in Part II of the Offer
Document and Part D of Appendix I to the Offer Document and follow
the procedure for electronic acceptance through CREST set out
therein so that the TTE instruction settles as soon as
possible.
Sunkar Shareholders who hold their Sunkar Shares as a CREST
sponsored member should refer to their CREST sponsor as only their
CREST sponsor will be able to send the necessary TTE Instruction(s)
to Euroclear.
Copies of the Offer Document and additional Forms of Acceptance
are available from Capita Asset Services, Corporate Actions by
telephoning 0871 664 0321 or +44 20 8639 3399 (if calling from
outside the UK) between 9.00 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding UK public holidays). Calls to the 0871
664 0321 number cost 10 pence per minute (excluding VAT) plus
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls made from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the Offer nor
give any financial, legal or tax advice.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document dated 17
June 2014.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available free of charge, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on the website of Sunkar at www.sunkarresources.com
by no later than 12.00 p.m. on 10 July 2014 (being the Business Day
following the date of this announcement). For the avoidance of
doubt, the contents of the website referred to above are not
incorporated into and do not form part of this announcement.
Enquiries
On behalf of SAPC + 7 701 962 9959
Rustam Abdrakhmanov
Hub Capital Partners Limited - Financial Adviser to SAPC +44 (0) 20 7653 8740
David Davies
Sunkar Resources plc +44 (0) 20 7397 3730
Teck Soon Kong, Chairman
Strand Hanson Limited - Financial Adviser, Nomad +44 (0) 20 7409 3494
and Broker to Sunkar
Stuart Faulkner
Andrew Emmott
James Dance
Bankside Consultants - Financial PR to Sunkar +44 7703 167 065
Simon Rothschild
Hub Capital Partners Limited is acting exclusively as financial
adviser to SAPC and no-one else in connection with the Offer and
other matters described in this announcement, and will not be
responsible to anyone other than SAPC for providing the protections
afforded to clients of Hub Capital Partners Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Sunkar and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Sunkar for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF SUNKAR SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
This announcement has been prepared for the purposes 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/or regulations of jurisdictions outside of the UK.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to
applicable UK tender offer rules and securities laws 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 to tender offers made in accordance with US
procedures and law.
It may be difficult for Sunkar Shareholders in the US to enforce
their rights and any claim arising out of the US federal securities
laws since SAPC and Sunkar are located in non-US jurisdictions, and
some or all of their officers and directors may be residents of
non-US jurisdictions. US Sunkar Shareholders may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
the judgment of a US court.
In accordance with the Code and normal UK market practice and
pursuant to Rule 14e-5(b)(10) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), SAPC or its
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, Sunkar Shares
outside the United States, otherwise than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. In the
event that SAPC or its nominees or brokers (acting as agents)
purchase or make arrangements to purchase Sunkar Shares for a
higher price than the Offer Price, the Offer Price will be
increased to match the higher price paid outside the Offer. Such
purchases, or arrangements to purchase, will comply with all
applicable United Kingdom rules, including the Code and the AIM
Rules. These purchases may occur in the open market or as privately
negotiated transactions. Any information about such purchases which
is required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved or disapproved of the Offer Document or
determined whether such document is accurate or complete. Any
representation to the contrary is a criminal offence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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