TIDMARMS
RNS Number : 8180P
Asia Coal Energy Ventures Limited
10 June 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 June 2015
CASH OFFER
for
ASIA RESOURCE MINERALS PLC ("ARMS")
by
ASIA COAL ENERGY VENTURES LIMITED ("ACE")
Publication of the Offer Document
ACE is pleased to announce that the document containing the full
terms and conditions and procedures for acceptance of the Offer
(the "Offer Document"), together with the related Form of
Acceptance, has today been posted to ARMS Shareholders. The Offer
Document is also being posted, for information purposes only, to
persons with information rights and participants in the ARMS Share
Option Schemes.
Under the terms of the Offer, ARMS Shareholders (other than ACE,
if applicable, and ASML) are entitled to receive 56.0 pence in cash
for each ARMS Share. The Offer values the entire issued ordinary
share capital of ARMS at GBP134.9 million (US$207.8 million).
ARMS has also today posted its circular in response to the Offer
to ARMS Shareholders, which includes a unanimous recommendation
from the ARMS Directors that all ARMS Shareholders accept the
Offer.
The Offer is open for acceptance until 1.00 p.m. (London time)
on 1 July 2015 (or such later time(s) or date(s) as ACE may, in
accordance with the Code or with the consent of the Panel
decide).
Acceptance of the Offer
The procedure for acceptance of the Offer is set out in
paragraph 18 of Part 1 of the Offer Document and, in the case of
ARMS Shares in certificated form (that is, not in CREST), in the
Form of Acceptance.
To accept the Offer in respect of ARMS Shares in certificated
form, the completed and signed Forms of Acceptance should be
returned and received by Equiniti Limited, the Receiving Agent by
no later than 1.00 p.m. (London time) on 1 July 2015. Acceptances
in respect of ARMS Shares in uncertificated form should be made
electronically through CREST so that the TTE instruction settles no
later than 1.00 p.m. (London time) on 1 July 2015. CREST sponsored
member should note that only CREST sponsors will be able to send
the necessary TTE instruction to Euroclear.
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance) or have
questions in relation to making an Electronic Acceptance, please
contact Equiniti Limited, the Receiving Agent, between 8.30 a.m.
and 5.30 p.m. Monday to Friday (except UK public holidays) on 0871
384 2911 from within the UK (or on +44 121 415 0889 if calling from
outside the UK). Calls to the 0871 384 2911 number cost 8 pence per
minute (excluding VAT) plus network extras. Calls from outside the
UK will be charged at applicable international rates. Please note
that calls may be monitored or recorded for security and training
purposes and the Receiving Agent cannot provide advice on the
merits of the Offer nor give any financial, legal or tax
advice.
Commenting on the posting of the Offer Document, Fuganto
Widjaja, as spokesman for Sinarmas, said:
"We are pleased to have posted the Offer Document to all
shareholders and to do so with the endorsement of the ARMS Board
and Mr Rothschild. We believe that the Offer, at a 273 per cent.
premium to the pre-announcement price, represents a valuation for a
company with negative earnings that is very high and is extremely
generous compared with comparable coal companies in the current
coal price environment. We look forward to successfully concluding
our Offer, and encourage investors now to accept our Offer while we
commence the painstaking work to turn around the ARMS Group, which
will likely take many years in the light of current negative coal
price sentiment and uneven global recovery."
Commenting on posting, Kin Chan, Partner at ASML, said:
"The ACE Offer to ARMS Shareholders provides a significant 273
per cent. premium for all equity holders as well as a genuine
refinancing and operational solution for the Berau coal asset in
Indonesia. We look forward to re-establishing a stable platform for
the resolution of the issues with the asset. We encourage our
fellow shareholders to follow Mr Rothschild in accepting the ACE
offer."
General
A copy of the Offer Document and the Form of Acceptance will be
available free of charge, subject to certain restrictions relating
to persons resident in any Restricted Jurisdiction, on ACE's
website at www.asiacoalenergyventures.com by no later than 12.00
noon (London time) on 11 June 2015. Neither the content of the ACE
website referred to in this announcement nor the content of any
other website accessible from hyperlinks on ACE's website are
incorporated into, or form part of, the Offer.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the Receiving Agent, Equiniti
Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except
UK public holidays) on 0871 384 2911 from within the UK (or on +44
121 415 0889 if calling from outside the UK).
Documents published on website
The documents required to be published in accordance with Rule
26.3 of the Code are available on ACE's website at
www.asiacoalenergyventures.com.
This announcement should be read in conjunction with, and is
subject to, the full text of the Offer Document and terms used in
this announcement bear the same meanings as in that document, save
where expressly stated or the context otherwise requires.
Enquiries:
ACE
Kin Chan
Telephone: +852 2106 0828
Hannam & Partners
(Financial adviser to ACE)
Neil Passmore
Andrew Chubb
Telephone: +44 20 7907 8500
Buchanan
(PR adviser to ACE)
Bobby Morse
Gordon Poole
Telephone: +44 207 466 5000
Hannam & Partners, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority for investment
business activities, is acting exclusively as financial adviser to
ACE and no one else in connection with the Offer and will not be
responsible to anyone other than ACE for providing the protections
afforded to clients of Hannam & Partners, nor for providing
advice in relation to the Offer or any other matters referred to in
this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to acquire or sell or an invitation to sell or subscribe for or
purchase any securities or the solicitation of an offer to sell or
subscribe for or purchase any securities in any jurisdiction
pursuant to the Offer or otherwise nor should any part of it form
part of, or be relied on, in connection with any contract or
investment decision relating thereto, nor does it constitute a
recommendation regarding the securities of any company in ARMS
Group. The Offer will be made solely through the Offer Document,
which will contain the full terms and conditions of the Offer
(including details on how to accept the Offer). Any response in
relation to the Offer should be made only on the basis of the
information contained in the Offer Document and the Form of
Acceptance or any other document by which the Offer is made. ARMS
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched. This
announcement does not constitute a prospectus or prospectus
equivalent document.
ACE reserves the right to elect, with the consent of the Panel
(if applicable), to implement the proposed acquisition of the
entire issued and to be issued share capital of ARMS not already
owned by ACE by way of a Scheme. In such event the Scheme will be
implemented on substantially the same terms, subject to appropriate
amendments (including as to the statutory voting requirements), as
those which would apply to the implementation of said acquisition
by means of the Offer.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by,
or otherwise subject to, the laws and regulations of those
jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such laws or regulations. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. It is the responsibility of each such person
to satisfy himself as to the full observance of the laws and
regulations of each relevant jurisdiction, including the obtaining
of any governmental or other consents which may be required to be
observed and the payment of any taxes or fees in such
jurisdictions.
This announcement has been prepared for the purpose 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
regulations of any jurisdiction outside the United Kingdom.
Unless otherwise determined by ACE or required by the Code and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by use of the mails,
or by any means or instrumentality (including, without limitation,
by means of telephone, facsimile, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facilities of a securities exchange of, any Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within any
Restricted Jurisdiction. Accordingly, unless otherwise determined
by ACE or required by the Code and permitted by applicable law and
regulation, copies of this announcement and any other related
document are not being, and must not be, directly or indirectly,
mailed or otherwise distributed or sent in or into any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may make invalid
any purported acceptance of the Offer by persons in any such
Restricted Jurisdiction.
The availability of the Offer to persons not resident in the UK
may be affected by the laws of jurisdictions other than the UK.
Persons who are subject to the laws of any jurisdiction other than
the UK should obtain professional advice and observe any applicable
requirements.
Notice to ARMS Shareholders in the United States
The Offer is being made for securities of a company organised
under the laws of England, and ARMS Shareholders in the United
States should be aware that this document and any other documents
relating to the Offer have been prepared in accordance with the
Code, the applicable rules and regulations of the Financial Conduct
Authority and UK disclosure requirements, format and style, all of
which differ from laws, regulations and rules generally applicable
in the United States. The financial statements incorporated by
reference in this document have been prepared otherwise than in
accordance with US GAAP and may not be comparable to the financial
statements or other financial information of US companies.
The Offer is being made in respect of the securities of a non-US
company which does not have securities registered under Section 12
of the US Securities Exchange Act. The Offer is being made in the
United States pursuant to Section 14(e) of, and Regulation 14E
under, the US Securities Exchange Act, subject to the exemptions
provided by Rule 14d-1 under the US Securities Exchange Act 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 under US domestic
tender offer procedures and laws. In the United States, the Offer
is made solely by ACE and not by any of its financial advisers.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, ACE or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase of, ARMS Shares
outside the United States, 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.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act
to the extent applicable.
Each ARMS Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the US Securities and Exchange Commission nor any other
United States state securities commission has approved or
disapproved the Offer, or passed judgment upon the adequacy or
completeness of this document. Any representation to the contrary
is a criminal offence.
It may be difficult for ARMS Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
or state securities laws, since ACE and ARMS are incorporated under
the laws of countries other than the United States, and some or all
of their officers and directors may be residents of countries other
than the United States. ARMS Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment or jurisdiction.
Disclosure requirements of the Code
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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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
securities exchange 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Forward-looking statements
This announcement, including information incorporated by
reference in this announcement may contain certain forward-looking
statements with respect to the financial condition, results of
operations and business of ARMS Group and certain intentions,
plans, strategies and objectives of ACE, the ASML Group and
Sinarmas with respect thereto. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made
by ACE, ASML and Sinarmas in light of their respective experience
and perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
therefore undue reliance should not be placed on these
forward-looking statements which speak only as at the date of this
announcement. Each of ACE, ASML and Sinarmas expressly disclaim
any
obligation or undertaking to update or correct the information
contained in this announcement including, without limitation,
forward-looking statements contained herein to reflect any changes
in ACE's, ASML's or Sinarmas' expectations with regard to any
change in events, conditions or circumstances on which any such
information or statements are based or to reflect new information,
future events or otherwise, except to the extent required by
applicable law, the Financial Conduct Authority or the Panel on
Takeovers and Mergers. As a result of these factors, the events
described in the forward-looking statements in this announcement
may not occur either partially or at all.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or a forecast of earnings per share and
nothing in the announcement shall be deemed to be any other kind of
forecast, projection or estimate of the future financial
performance of the ARMS Group, except where stated otherwise.
Publication on website
This announcement will be available on ACE's website at
www.asiacoalenergyventures.com. by no later than 12 noon on 11 June
2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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