TIDMENK
RNS Number : 8154K
ENK PLC
28 August 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 SUCH
JURISDICTION
28 August 2012
PUBLICATION OF OFFER DOCUMENT
in respect of the 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")
On 8 August 2012, the Independent Directors of ENK and the Joint
Offerors announced that they had reached agreement on the terms of
a recommended cash offer of 19 pence per ENK share (the"Offer") to
be made by the Joint Offerors for the entire issued and to be
issued share capital of ENK (the "Announcement") not already owned
by the Joint Offerors or their associates.
The Joint Offerors announce that the offer document together
with forms of acceptance, which contain the terms and conditions of
the Offer and the procedures for acceptance, (together the "Offer
Document") was posted to ENK Shareholders on Friday, 24 August 2012
and was posted to CDI holders on Monday, 27 August 2012. The Offer
Document includes the recommendation of the Independent Directors
to accept the Offer.
Prior to the date of the Announcement, the Joint Offerors held
approximately 11.8 per cent. of the existing issued share capital
of ENK. The Joint Offerors have also received irrevocable
undertakings in respect of 33.9 per cent of the existing issued
share capital of ENK. In addition, following the Announcement, as
at 22 August 2012 (being the latest practicable date prior to the
publication of the Offer Document), DMCI had acquired, through
market purchases at or below the offer price of 19 pence,
approximately 8.8 per cent. of the existing issued share capital of
ENK. As a result, as at 22 August 2012 (being the latest
practicable date prior to the publication of the Offer Document),
the Joint Offerors either owned or had received irrevocable
undertakings in respect of approximately 54.5 per cent. of the
existing issued share capital of ENK.
The first closing date for the Offer is 1.00 p.m. (London time)
on Friday, 14 September 2012.
The Offer Document, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions will be available on
the ENK website (www.enickel.co.uk) shortly.
Enquiries:
Evercore Partners (financial advisor
to the Joint Offerors)
Stephen CuUnjieng Tel: +852
3983 2600
Edward Banks Tel: +44 20
7653 6000
ENK
Rob Gregory, Managing Director Tel: +63 917
513 4970
Mark Hanlon, Finance Director Tel: +61 8
9226 1111
Endeavour Financial (financial advisor
to ENK)
David Rhodes Tel: +44 20
7590 2720
Investec (NOMAD and Corporate Broker Tel: +44 20
to ENK) 7597 5970
Chris Sim
Neil Elliot
Blythe Weigh Communications (PR advisor Tel: +44 20
to ENK) 7138 3204
Tim Blythe
Robert Kellner
Unless otherwise stated, terms defined in the Announcement shall
have the same meaning herein.
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.
Endeavour Financial, which is an appointed representative of
Laven Advisors LLP which is authorised and regulated by the
Financial Services Authority, is acting exclusively for ENK and no
one else in connection with the Offer and will not be responsible
to any person other than ENK for providing the protections afforded
to clients of Endeavour Financial or for providing advice in
connection with the Offer or any other matter referred to
herein.
Investec, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for ENK and no
one else in connection with the Offer and will not be responsible
to any person other than ENK for providing the protections afforded
to clients of Investec or for providing advice in connection with
the Offer or any other matter referred to herein.
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 will be made solely
by means of the Offer Document, which will 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 will not be 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 will not be 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 ENK 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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