TIDMRKKI TIDMCHX
RNS Number : 0302X
Ruukki Group PLC
30 November 2010
07:30 London, 09:30 Helsinki, 30 November 2010 - Ruukki Group
Plc, Stock Exchange Release
LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER AND THE WARRANT
OFFER
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
30 November 2010
Recommended Cash Offer by Synergy Africa Limited ("Synergy
Africa") (a company 51 per cent. owned by Ruukki Group Plc and 49
per cent. owned by Kermas Limited) for the entire issued and to be
issued ordinary share capital of Chromex Mining plc ("Chromex") is
unconditional as to acceptances
Level of acceptances and extension of the Offer and the Warrant
Offer
On 30 September 2010, the boards of Ruukki, Kermas and Chromex
announced that they had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued share
capital of Chromex. The terms of, and conditions to, the Offer were
set out in the Offer Document posted to Chromex Shareholders on 18
October 2010.
As at 1.00 p.m. (London time) on 29 November 2010, being the
Second Closing Date of the Offer, Synergy Africa had received valid
acceptances in respect of 81,747,478 Chromex Shares, representing
approximately 91.68 per cent. of the current issued share capital
of Chromex.
This total includes acceptances received in respect of
46,025,000 Chromex Shares, representing in aggregate approximately
51.6 per cent. of the issued share capital of Chromex, which were
subject to irrevocable undertakings obtained by Synergy Africa from
certain Chromex Shareholders.
As at 1.00 p.m. (London time) on 29 November 2010, being the
Second Closing Date of the Warrant Offer, Synergy Africa had
received valid acceptances in respect of 2,570,781 Chromex
Warrants, representing approximately 95.93 per cent. of the total
number of Chromex Warrants in issue.
As announced on 17 November 2010, Ruukki Shareholders approved
the Related Party Transaction arrangements in connection with the
Offer at the EGM which was held on 17 November 2010, fulfilling one
of the then remaining conditions of the Offer.
The South African Competition Commission has extended the
maximum period it may consider the acquisition, for a period of 40
business days ending on 20 January 2011, which is in the normal
course of business.
The Offer, which remains subject to the terms and the conditions
set out or referred to in the Offer Document posted to Chromex
Shareholders on 18 October 2010, is extended to, and will remain
open for acceptance until, 1.00 p.m. on 20 December 2010 (the
"Third Closing Date"). If the South African Competition Commission
has not completed its review by the Third Closing Date, then the
period for extension, if any, in order to satisfy this condition,
will be subject to the approval of the Panel. A further
announcement will be made in due course.
The Warrant Offer, which remains subject to the terms and the
conditions set out or referred to in the Offer Document posted to
Chromex Shareholders and Warrantholders on 18 October 2010, is
extended to, and will remain open for acceptance until, 5.00 p.m.
(London time) on the date being 10 business days after the Offer is
declared unconditional in all respects or until the Offer lapses
(as applicable).
Procedure for acceptance of the Offer and the Warrant Offer
To accept the Offer in respect of Chromex Shares held in
certificated form and/or the Warrant Offer in respect of Chromex
Warrants held in certificated form, Chromex Shareholders and
Chromex Warrantholders should complete, sign and return the Offer
Form of Acceptance and/or the Warrant Offer Form of Acceptance (as
applicable), together with their share certificate(s) and/or
warrant certificates (as applicable), in accordance with the
instructions contained therein and set out in the Offer Document,
to Capita Registrars at Corporate Actions, The Registry, 34
Beckenham Road, Kent BR3 4TU, as soon as possible, but in any event
so as to arrive not later than 1.00 p.m. (London time) on 20
December 2010 (in the case of the Offer) and not later than 5.00
p.m. (London time) on the date 10 business days after the Offer is
declared unconditional in all respects (if applicable) (in the case
of the Warrant Offer).
To accept the Offer in respect of Chromex Shares held in CREST,
and the Warrant Offer in respect of Chromex Warrants held in CREST,
Chromex Shareholders and Warrantholders should follow the procedure
for electronic acceptance through CREST in accordance with the
instructions set out in the Offer Document so that the TTE
Instruction settles as soon as possible and, in any event, not
later than 1.00 p.m. on 20 December 2010 (in the case of the Offer)
and not later than 5.00 p.m. (London time) on the date 10 business
days after the Offer is declared unconditional in all respects (if
applicable) (in the case of the Warrant Offer).
If you have any questions on the completion of the Form(s) of
Acceptance or wish to receive additional Form(s) of Acceptance,
please telephone Capita Registrars on 0871 664 0321 from within the
United Kingdom or on +44 20 8639 3399 if calling from outside the
United Kingdom. This helpline is available from 9.00 a.m. to 5.00
p.m. (London time) Monday to Friday (except UK public holidays).
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 United Kingdom 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
provide advice on the merits of the Offer or the Warrant Offer or
give any financial, legal or tax advice.
Further Information
Copies of the Offer Document, the Offer Form of Acceptance and
the Warrant Offer Form of Acceptance are available (during normal
business hours) from Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Kent BR3 4TU.
Copies of the Offer Document, the information incorporated by
reference into it, the Offer Form of Acceptance and the Warrant
Offer Form of Acceptance are available at the offices of Herbert
Smith LLP, Exchange House, Primrose Street, London EC2A 2HS, during
usual business hours on any weekday (Saturdays and public holiday
excepted) and on Ruukki's website at http://www.ruukkigroup.fi,
subject to certain restrictions relating to persons resident in the
United States, Australia, Canada and Japan.
Copies of all announcements made by Synergy Africa, including
this announcement are available on Ruukki's website at
http://www.ruukkigroup.fi, subject to certain restrictions relating
to persons resident in the United States, Australia, Canada and
Japan.
Save as disclosed above, neither Synergy Africa nor any person
acting in concert with Synergy Africa for the purposes of the Offer
is interested in or has any rights to subscribe for any Chromex
Shares nor does any such person have any short position or any
arrangement in relation to Chromex Shares. For these purposes
"arrangement" includes any agreement to sell or any dealing
obligation or right to require another person to purchase or take
delivery of, and borrowing or lending of, Chromex Shares. An
"arrangement" also includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever
nature, relating to Chromex Shares which may be an inducement to
deal or refrain from dealing in such securities. "Interest"
includes any long economic exposure, whether conditional or
absolute, to changes in the prices or securities and a person is
treated as having an "interest" by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to securities.
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 18 October 2010.
Enquiries:
Ruukki Group Plc / Synergy Africa Limited
Dr Danko Koncar / Alex Buck Tel: +44 (0)20 7368 6763
Thomas Hoyer, CFO Tel: +358 (0)10 440 7000
Investec Bank plc (financial advisers to Ruukki and Synergy
Africa)
David Currie Tel: +44 (0)20 7597 5970
Patrick Robb
Daniel Adams
Stephen Cooper
Investec Bank Plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority is acting
exclusively for Ruukki and Synergy Africa and no one else in
connection with the Offer and Warrant Offer and will not be
responsible to anyone other than Ruukki and Synergy Africa for
providing the protections afforded to clients of Investec Bank plc
or for providing advice in connection with the Offer and the
Warrant Offer.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform
themselves about, and observe, any applicable requirements. The
following Announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer, the
Warrant Offer or otherwise. The Offer and the Warrant Offer are
made solely by means of the Offer Document, an advertisement
published in the London Gazette and the London edition of the
Financial Times, and the Form of Acceptance (in respect of Chromex
Shares in certificated form) and the Warrant Offer Form of
Acceptance (in respect of the Chromex Warrants in certificated
form), which contain the full terms and conditions of the Offer and
the Warrant Offer, including details of how the Offer and the
Warrant Offer may be accepted. Any acceptance or other response to
the Offer or the Warrant Offer should be made only on the basis of
the information in the Offer Document and the Form of Acceptance
(in the case of Chromex Shares in certificated form) and the
Warrant Offer Form of Acceptance (in respect of the Chromex
Warrants in certificated form) (as applicable).
Unless otherwise determined by Synergy Africa and permitted by
applicable law and regulation, the Offer and the Warrant Offer are
not being, and will not be, made, directly or indirectly, in, into,
or by use of the mail, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or by any facility of a
national securities exchange, of the United States, Canada,
Australia, or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction
and the Offer and the Warrant Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities.
Accordingly, copies of this announcement, the Offer Document, the
Form(s) of Acceptance and any other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed, or
otherwise forwarded, distributed or sent, in whole or in part, in,
into or from the United States, Canada, Australia, or Japan or any
other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward,
distribute or send them in, into or from any such jurisdiction as
to do so may invalidate any purported acceptance of the Offer and
the Warrant Offer. Doing so may render invalid any purported
acceptance of the Offer and the Warrant Offer. The availability of
the Offer and the Warrant Offer to persons who are not resident in
the United Kingdom should inform themselves about and observe any
applicable requirements.
Under Rule 8.3(a) of the Code, any person who is "interested" in
1 per cent. or more of any class of "relevant securities" of an
offeree company or of any paper 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
paper 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 paper 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 paper
offeror is first identified. Relevant persons who "deal" in the
"relevant securities" of the offeree company or of a paper 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 per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person "deals" in any relevant
securities of the offeree company or of any paper 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 paper offeror, 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 paper
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 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.
If you are in any doubt as to whether you are required to make an
"Opening Position Disclosure" or a "Dealing Disclosure", you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website.
In accordance with Rule 19.11 of the Code, a copy of this
Announcement will be published on the Ruukki website:
www.ruukkigroup.fi.
This information is provided by RNS
The company news service from the London Stock Exchange
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