27th Feb 2009 07:00
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Press Release |
27 February 2009 |
Aricom plc
("Aricom" or the "Group")
Intended Proposals to Aricom Warrant Holders
The recommended merger of Aricom plc ("Aricom") and Peter Hambro Mining Plc ("PHM") was announced on 6 February 2009 (the "Announcement").
In the Announcement it was noted that in due course PHM would make proposals to the holders of warrants in Aricom (the "Aricom Warrants").
Aricom has written to holders of Aricom Warrants to inform them that PHM has informed Aricom of its intention to seek to exchange the Aricom Warrants for warrants in PHM ("PHM Warrants"), the terms and conditions of those PHM Warrants to be, in all material respects, substantially similar to those of the Aricom Warrants. It is currently intended that this will, subject to the approval of the Court, be effected by way of a scheme of arrangement ("Warrant Scheme"). The notification being sent today to holders of Aricom Warrants will enable the prompt pursuit of the Warrant Scheme. It is proposed that the number of PHM Warrants to be offered in exchange for Aricom Warrants will be on the basis of one PHM Warrant for every 16 Aricom Warrants.
Further details of the warrant proposals will be notified to holders of Aricom Warrants in due course.
For further information:
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Aricom plc |
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Charles Gordon, Investor Relations Officer |
Tel: +44 (0) 20 7201 8921 |
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www.aricom.plc.uk |
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Abchurch |
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Charlie Jack/George Parker |
Tel: +44 (0) 20 7398 7700 |
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www.abchurch-group.com |
This announcement is not an offer of securities for sale in the United States or any other jurisdiction.
If the PHM Warrants are issued to Aricom Warrant holder pursuant to the Scheme, they will be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by section 3(a)(10) thereof and, as a consequence, will not be registered thereunder or under the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of Aricom or Peter Hambro Mining, 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 not later than 3.30pm (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 or 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 Aricom or Peter Hambro Mining, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Aricom or Peter Hambro Mining by Peter Hambro Mining or Aricom, or by any of their respective "associates" must also 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 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, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)20 7236 7013
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