TIDMDUPD
RNS Number : 8136M
Dragon Capital Investment
01 August 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
1 AUGUST 2017
MANDATORY CASH OFFER
by
DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")
for
DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")
OFFER CLOSED
On 8 June 2017, in accordance with Rule 9 of the City Code on
Takeovers and Mergers, DCI announced its firm intention to make a
mandatory cash offer for all of the Shares of DUPD which the Dragon
Capital Group did not already own at a price of 13 pence per DUPD
Share (the "Offer"). On 27 June 2017, DCI increased the Offer to 15
pence per DUPD Share. The Offer Document in relation to the Offer
was posted to shareholders on 27 June 2017.
On 18 July 2017, DCI had received valid acceptances from DUPD
Shareholders in respect of 29,067,044 DUPD Shares, representing
26.58 per cent. of the existing issued share capital of DUPD and
39.51 per cent. of the DUPD Shares not already owned by DCI as a
result of which DCI had become interested in 64,861,833 DUPD Shares
representing approximately 59.31 per cent. of the issued share
capital of DUPD and declared the Offer wholly unconditional.
On that date the Offer was extended until 1.00 p.m. on 1 August
2017 ("the Closing Date").
As at the Closing Date, DCI has received valid acceptances from
DUPD Shareholders in respect of 30,366,503 DUPD Shares,
representing 27.77 per cent. of the existing issued share capital
of DUPD and 41.28 per cent. of the DUPD Shares not already owned by
DCI as a result of which DCI had become interested in 66,161,292
DUPD Shares representing approximately 60.5 per cent. of the issued
share capital of DUPD.
In addition to the DUPD Shares acquired under the Offer, DCI has
made purchases on 24, 25 and 26 July totalling 112,675 DUPD Shares
at 15 pence per DUPD Share. As a result, in total, DCI is now
interested in 66,273,967 DUPD Shares representing approximately
60.6 per cent. of the issued share capital of DUPD.
THE OFFER IS NOW CLOSED.
Settlement of consideration
The consideration to which any DUPD Shareholder accepting the
Offer is entitled under the Offer will be settled within 14 days of
such receipt of valid acceptances received while the Offer remained
open for acceptance, in each case in the manner described in the
Offer Document.
General
Save as disclosed in this announcement, there have been no
changes in the information disclosed in any document or
announcement previously published by DCI in connection with the
Offer which are material in the context of that document or
announcement and there have been no material changes to any of the
matters listed in Rule 27.2(b) of the Code since the publication of
the Offer Document.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
The information communicated in this Announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
+380 44 490
Dragon Capital Group Natalia Sarguns 7120
SPARK Advisory Partners Limited - +44 (0) 203
Financial adviser to Dragon Capital: 368 3550
Mark Brady Neil Baldwin
Apart from the responsibilities, if any, which may be imposed on
SPARK Advisory Partners Limited by the Financial Services and
Markets Act 2000, the European Communities (Markets in Financial
Instruments) Regulations 2007 (as amended) or the regulatory
regimes established thereunder or the Code, SPARK Advisory Partners
Limited does not accept any responsibility whatsoever for the
contents of this announcement or for any statements made or
purported to be made by it or on its behalf in connection with the
Offer, SPARK Advisory Partners Limited accordingly disclaims all
and any liability whether arising in tort, contract or otherwise
(save as referred to above) which it might otherwise have in
respect of this announcement or any such statement.
SPARK Advisory Partners Limited is acting exclusively as
financial adviser to DCI and no one else in connection with the
Offer. SPARK Advisory Partners Limited will not be responsible to
anyone other than DCI for providing the protections afforded to its
clients or for providing advice in relation to the Offer or any
other matter referred to in this Announcement or otherwise.
Further information
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on the Dragon Capital Group website at
https://rule9offerdci.dragon-capital.com by no later than 12 noon
on [2] August 2017 until the end of the Offer Period. For the
avoidance of doubt, the contents of the Dragon Capital Group
website are not incorporated into and do not form part of this
Announcement unless otherwise stated herein. You may request a hard
copy of this Announcement, and all future documents, announcements
and information in relation to the Offer, by writing to Donald
Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road,
Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m.
on Monday to Friday (except UK bank holidays) on +44 (0) 7786 575
372. Unless such a request is made, and save as otherwise required
by Rule 2.11 of the Code, a hard copy of this Announcement (and any
information incorporated by reference in it) will not be sent to
any person.
Rounding
Certain figures included in this Announcement have been subject
to rounding adjustments.
Time
In this Announcement references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUAVNRBAAWRAR
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