9th Jan 2009 18:31
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 ANY SUCH JURISDICTION
9 January 2009
Peter Hambro Mining - statement regarding possible offer for Aricom
Peter Hambro Mining Plc ("Peter Hambro Mining") notes the announcement made today by Aricom plc ("Aricom") confirming that it is in preliminary discussions with Peter Hambro Mining which may or may not lead to an all share offer being made by Peter Hambro Mining for Aricom.
Peter Hambro Mining confirms that it is in preliminary discussions with Aricom regarding a possible offer by Peter Hambro Mining for the entire issued share capital of Aricom. The consideration for any such offer would comprise shares in Peter Hambro Mining. The discussions are at a very preliminary stage and there is no certainty that any offer will be made or, if such an offer is forthcoming, the terms of such offer.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Peter Hambro Mining or of Aricom, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Peter Hambro Mining or Aricom, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Peter Hambro Mining or of Aricom by Peter Hambro Mining or Aricom, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be 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.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
United States
This announcement does not constitute an offer or invitation to subscribe for or purchase any securities for sale in the United States or any other jurisdiction. Securities in respect of the proposed capital increase may not be offered or sold in the United States absent registration or an exemption from registration. The securities in respect of the proposed capital increase have not been and will not be registered under the Securities Act of 1933 or under the securities laws of any state of the United States. Peter Hambro Mining does not intend to make a public offering of securities in the United States.
Disclosure by Peter Hambro Mining in accordance with Rule 2.10 of the Code
In accordance with Rule 2.10 of the Code, Peter Hambro Mining confirms that its current issued share capital at close of business on 9 January 2009 consists of 81,155,052 ordinary shares of 1 pence ("Ordinary Shares"). Peter Hambro Mining does not hold any Ordinary Shares in treasury. The International Securities Identification Number for the Ordinary Shares is GB0031544546.
There are also in issue US$140,000,000 7.125 per cent guaranteed convertible bonds due 2010 guaranteed by Peter Hambro Mining and convertible into Ordinary Shares (the "Convertible Bonds"). The International Securities Identification Number for the Convertible Bonds is XS0224133099.
Related Shares:
POG.LOrogen Gold