TIDMARMS
RNS Number : 6876P
Asia Resource Minerals PLC
09 June 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, SOUTH AFRICA, THE ISLE OF MAN,
ISRAEL, JAPAN, MALTA, THE MARSHALL ISLANDS OR MAURITIUS OR THEIR
RESPECTIVE TERRITORIES AND ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT BE UNLAWFUL.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF ASIA RESOURCE MINERALS PLC. IT IS AN
ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE
OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR
ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF,
OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT
WHATSOVER. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
9 June 2015
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Termination of NR Holdings Subscription Agreement ("The
Agreement")
The Company announced on 8 June 2015 that ACE has obtained an
irrevocable undertaking from NRH and Nathaniel Rothschild to accept
the ACE Cash Offer in respect of ARMS Shares owned by them
(representing approximately 17.2% of ARMS Shares) and not to oppose
(and, if eligible to do so, vote in favour of) a resolution to be
put to independent shareholders of ARMS under rule 16 of the
Takeover Code at a general meeting of ARMS shareholders convened
for the purposes of the ACE Cash Offer. The Company notes that, as
part of this irrevocable undertaking, NRH has undertaken not to
progress, encourage or assist the NRH Recapitalisation and,
consequently, this transaction does not presently appear to
represent a deliverable plan for the Company.
Today, ARMS received notice from NRH of its termination, with
immediate effect, of the Agreement, in view of the various events
which have occurred since the Agreement was entered into between
NRH and the Company on 31 March 2015, which individually and
together, in the opinion of NRH, constitute a Material Adverse
Change. The Agreement was put in place to facilitate the
underwriting by NRH of the Open Offer as part of the Company's
recapitalisation plan (the "NRH Recapitalisation") as detailed in
the prospectus sent to shareholders on 31 March.
ARMS is continuing to progress the ACE Cash Offer, which
provides an alternative proposal for the recapitalisation of the
Company as well as a cash exit for shareholders, and expects
documentation to be distributed to shareholders in relation to the
ACE Cash Offer very shortly.
- ENDS-
For enquiries, please contact:
Asia Resource Minerals RLM Finsbury
plc
Ed Simpkins / Charles
Sean Wade O'Brien
+44 (0) 20 7201 +44 (0) 20 7251
7511 3801
Shareholder enquiries
If you have any questions relating to the Open Offer, please
telephone Capita Asset Services on 0871 664 0321 from within the UK
or +44 20 8639 3399 if calling from outside the UK. Lines are open
between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday.
Calls to the 0871 664 0321 number cost 10 pence per minute
(including VAT) plus your service provider's network extras. Calls
to the helpline from outside the UK will be charged at applicable
international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot give any
financial, legal or tax advice.
Important Notices
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement shall constitute or form part of, and should not be
construed as, an offer to sell or issue or the solicitation of an
offer to buy or subscribe for any securities referred to herein nor
should it form the basis of, or be relied on in connection with,
any contract or commitment whatsoever.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan, New Zealand,
South Africa, the Isle of Man, Israel, Malta, the Marshall Islands
or Mauritius or any other jurisdiction where the same would be
unlawful. This announcement does not constitute, or form a part of,
any offer or solicitation to purchase or subscribe for securities
in the United States. The Open Offer Shares have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offer of any of the Securities in the United States. The Securities
have not been approved or disapproved by the US Securities and
Exchange Commission, any state's securities commission in the
United States or any other US regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
offering of the Open Offer Shares or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence.
Rothschild Group, which is authorised by the PRA and regulated
in the United Kingdom by the FCA and the PRA, is acting exclusively
as sponsor for the Company and no one else in connection with the
Open Offer and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Open
Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to their clients or for
providing advice in relation to the Open Offer or any arrangement
referred to in, or information contained in, this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. Apart from the responsibilities and
liabilities, if any, which may be imposed on Rothschild Group under
FSMA or the regulatory regime established thereunder, Rothschild
Group (and its affiliates and agents) does not accept any
responsibility whatsoever for, and makes no representation or
warranty, express or implied, in relation to, the contents of this
announcement (including its accuracy, completeness or verification)
or any other statement made or purported to be made by it, or on
its behalf, in connection with the Company, the Open Offer Shares
or the Open Offer. Rothschild Group accordingly disclaims to the
fullest extent permitted by law all and any responsibility and
liability, whether arising in tort, contract or otherwise in
respect of this announcement or any such statement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on Company's website is incorporated in,
or forms part of, this announcement.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law. No action has
been taken by the Company or any person that would permit an
offering of such rights or shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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