Offer Update - Facility Agreement (5296E)
31 Mayo 2012 - 6:46AM
UK Regulatory
TIDMDIAM TIDMDIAA
RNS Number : 5296E
Abdallah Chatila
31 May 2012
FOR IMMEDIATE RELEASE
31 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH
AFRICA.
MANDATORY CASH OFFER BY ABDALLAH CHATILA
TO ACQUIRE DIAMOND CIRCLE CAPITAL PLC AT US$3.50 PER DCC
SHARE
OFFER UPDATE - ADDITIONAL FACILITY AGREEMENT
1. Investec Bank plc Facility Agreement
The definitions used in this announcement are contained in
Appendix I to this announcement.
As required by Rule 26.1 of the City Code, certain documents
have been made available on Offeror's website (www.achatila.ch) in
connection with the Offer.
On 31 May 2012, the Offeror entered into a Facility Agreement
with Investec Bank plc pursuant to which the Offeror is able to
finance the acquisition of DCC Shares (including pursuant to the
Offer).
As security for monies borrowed under the Facility Agreement,
the Offeror has charged all DCC Shares owned and to be acquired by
him to Investec Bank plc under the terms of the Share Charge. The
Offeror has also granted to Investec Bank plc an Account Charge
over his bank account with the bank.
2. Publication on Website
In accordance with Rule 26.1 of the City Code, a copy of this
announcement, the Facility Agreement, the Share Charge and the
Account Charge are available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on the Offeror's website at
www.achatila.ch
3. Enquiries:
Offeror: Abdallah Chatila Tel: +41 (22) 731 49 00
Reed Smith LLP (Legal adviser to the Offeror): Oliver s'Jacob
Tel: +44 (0) 20 3116 3000
Appendix I
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Account Charge" the charge over bank account entered
into between Abdallah Chatila, as Chargor,
and Investec Bank plc, as Chargee, dated
31 May 2012;
"Canada" Canada, its provinces, territories and
all areas subject to its jurisdiction
and any political sub-division thereof;
"City Code" the City Code on Takeovers and Mergers;
"DCC Shares" the existing issued or unconditionally
allotted and paid (or credited as fully
paid) ordinary shares of US$0.01 each
in the capital of Diamond Circle Capital
and any further shares which are unconditionally
allotted or issued fully paid (or credited
as fully paid) on or prior to the date
on which the Offer closes or, subject
to the provisions of the City Code, such
earlier date or dates as the Offeror
may determine;
"Diamond Circle Capital" Diamond Circle Capital PLC;
or "the Company"
"Facility Agreement" the facility agreement between, inter
alios, Abdallah Chatila, as borrower,
and Investec Bank plc, as lender, dated
31 May 2012;
"Japan" Japan, its cities, prefectures, territories
and possessions;
"Offer" the mandatory cash offer by Abdallah
Chatila to acquire all of the DCC Shares
not already owned by the Offeror Concert
Parties (excluding treasury shares) on
the terms to be set out in the Offer
Document, including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offer;
"Offeror" Abdallah Chatila, the person making the
Offer;
"Offeror Concert Parties" Abdallah Chatila, Evermay Global Inc.
and Pavlo Protopapa;
"Restricted Jurisdiction" the United States, Australia, Canada,
New Zealand, the Republic of South Africa,
Japan and any other jurisdiction in respect
of which the making of the Offer, directly
or indirectly, in, into or from, such
jurisdiction would constitute a violation
of the laws of such jurisdiction;
"Share Charge" the share charge entered into between
Abdallah Chatila, as Chargor, and Investec
Bank plc, as Chargee, dated 31 May 2012;
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"United States" the United States of America, its territories
and possessions, any State of the United
States and the District of Columbia,
and all other areas subject to its jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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