TIDMARMS
RNS Number : 4853P
Asia Resource Minerals PLC
08 June 2015
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 OR REGULATIONS OF THAT
JURISDICTION
8 June 2015
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Further Update re ACE Cash Offer and NR Holdings
Announcement
The board of ARMS notes the announcements this morning by Asia
Coal Energy Ventures Limited ("ACE") and NR Holdings Limited
("NRH") with regard to the cash offer for ARMS announced by ACE on
7 May 2015 to acquire the entire issued and to be issued ordinary
share capital of ARMS not already owned by ACE and funds managed by
Argyle Street Management Limited ("ACE Cash Offer"), which explain
that ACE has revised the ACE Cash Offer to 56p per ARMS ordinary
share ("ARMS Share") (from a previous level of 41p per ARMS Share)
and that it 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 to not 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 (the "Rule 16 Resolution") at a
general meeting of ARMS shareholders convened for the purposes of
the ACE Cash Offer (the "General Meeting").
The board also notes that, as previously announced, the
independent financial adviser to the Company has been working to
reach a conclusion regarding the fairness, or otherwise, of the RBI
Loans Acquisition by ACE in connection with the ACE Cash Offer.
This work has now been completed and the independent financial
adviser has advised the board that, in its opinion, the terms of
this RBI Loans Acquisition are fair and reasonable. Accordingly,
the board intends to put the Rule 16 Resolution to independent
shareholders at the General Meeting and recommend that they vote in
favour.
The General Meeting will be convened through a shareholder
circular to be distributed to shareholders as soon as possible,
either in conjunction with, or very shortly after, the distribution
of a document from ACE pertaining to the ACE Cash Offer. In that
circular, the board will also set out its views on the ACE Cash
Offer as a whole. The Company expects the General Meeting to be
held at or around the end of June.
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Company's announcement of 1 June 2015.
For enquiries, please contact:
Asia Resource Minerals plc
Sean Wade
+44 (0) 20 7201 7511
RLM Finsbury
Ed Simpkins / Charles O'Brien
+44 (0) 20 7251 3801
Rothschild (Financial Adviser)
Roger Ewart Smith
Sam Critchlow
+44 (0) 20 7280 5000
Important Notices
Under Rule 8.3(a) of the City 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 City 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,
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.
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
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 announcement contains certain forward-looking statements
which are subject to a number of risks and uncertainties, many of
which are beyond the Company's control and all of which are based
on the board's current beliefs and expectations about future
events. In some cases, these forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual performance, results of
operations, internal rate of return, financial condition,
distributions to ARMS shareholders and the development of its
financing strategies may differ materially from the impression
created by the forward-looking statements contained in this
announcement. In addition, even if the Company's actual
performance, results of operations, internal rate of return,
financial condition, distributions to ARMS shareholders and the
development of its financing strategies are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
These forward-looking statements speak only as of the date of
this announcement. The information and opinions contained in this
announcement are subject to change without notice and, subject to
any obligations under the Prospectus Rules, Listing Rules or the
Disclosure and Transparency Rules, and save as required by law,
ARMS assumes no responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein and
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in ARMS's expectations with
regard thereto or any change in events, conditions or circumstances
on which such statement is based.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit
forecast.
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in restricted jurisdictions, at www.asiarmplc.com by no later than
12 noon (London time) on the business day following the date of
this announcement. Neither the content of the Company's website nor
the content of any websites accessible from hyperlinks on the
Company's website (or any other websites) is incorporated into, or
forms part of, this announcement.
The directors of the Company accept responsibility for the
information contained in this announcement relating to the Company.
To the best of the knowledge and belief of the directors of the
Company (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Please be aware that addresses, electronic addresses and certain
information provided by Company shareholders, persons with
information rights and other relevant persons for the receipt of
communications from the Company may be provided to ACE during the
offer period where requested under Section 4 of Appendix 4 of the
City Code.
N.M. Rothschild & Sons Limited, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for the Company and for no
one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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