9th Oct 2009 10:30
Not for release, publication or distribution in or into Canada, Australia or Japan or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
9 October 2009
Recommended Cash Offer
by
ENRC Africa 1 Limited ("ENRC Africa")
(a wholly owned subsidiary of Eurasian Natural Resources Corporation PLC) ("ENRC")
for
Central African Mining & Exploration Company plc ("CAMEC")
Posting of offer document
London - On 18 September 2009, ENRC announced the terms of a recommended cash offer (the "Offer"), to be made by ENRC Africa, to acquire at 20 pence per CAMEC share, the entire issued and to be issued ordinary share capital of CAMEC which is not already owned or otherwise contracted to be acquired by ENRC or members of its group.
ENRC today announces that the Offer document and a form of acceptance, which set out the conditions and further terms of the Offer, will be posted to eligible CAMEC shareholders later today.
The first closing date for the Offer is 1:00 pm (London time) on 9 November 2009.
Procedure for acceptance of the Offer
To accept the Offer:
CAMEC shareholders who hold their CAMEC shares in certificated form (that is, not in CREST) should complete, sign and return the form of acceptance, in accordance with the instructions contained therein and as set out in the Offer document.
CAMEC shareholders who hold their CAMEC shares in uncertificated form (that is, in CREST) should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer document.
Availability of copies
Copies of the Offer document, the form of acceptance and other documents on display for the purposes of the Offer are available for inspection during normal business hours on any business day at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS, United Kingdom, throughout the period during which the Offer remains open for acceptance.
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement, the Offer document and the form of acceptance will be available free of charge, subject to certain restrictions relating to persons resident or located in Canada, Australia and Japan, for inspection on the websites of ENRC (at www.enrc.com) and CAMEC (at www.camec-plc.com) by 12 noon on 12 October 2009.
- ENDS -
Enquiries
For further information, please contact:
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ENRC: Investor Relations
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Mounissa Chodieva
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+44 (0) 20 7389 1879
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James S Johnson
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+44 (0) 20 7389 1862
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Marianna Adams
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+44 (0) 20 7389 1886
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ENRC: Press Relations
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Julia Kalcheva
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+44 (0) 20 7389 1861
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M: Communications
(Public Relations advisor to ENRC)
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Hugh Morrison
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+44 (0) 20 7920 2334
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Edward Orlebar
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+44 (0) 20 7920 2323
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Elly Williamson
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+44 (0) 20 7920 2339
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BMO Capital Markets Limited
(Financial adviser to ENRC)
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William Smith
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+44 (0) 207 664 8120
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Derk Hartman
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+44 (0) 207 664 8125
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Robin Birchall
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+44 (0) 207 664 8122
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CAMEC: Investor Relations
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Jeremy Gray
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+44 (0) 203 205 1469
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Financial Dynamics
(Public Relations adviser to CAMEC)
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Ben Brewerton
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+44 (0) 207 269 7279
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Renaissance Capital Limited
(Financial adviser to CAMEC)
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Andrew Hayes
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+44 (0) 207 367 7777
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Toby Mannock
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+44 (0) 207 367 7777
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Seymour Pierce Limited
(Rule 3 adviser to CAMEC)
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Jonathan Wright
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+44 (0) 207 107 8000
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BMO Capital Markets Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for ENRC and no one else in connection with the Offer and will not be responsible to anyone other than ENRC for providing the protections afforded to BMO Capital Markets Limited clients nor for providing advice in relation to the Offer nor any other matter referred to herein.
Renaissance Capital Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for CAMEC and no one else in connection with the Offer and will not be responsible to anyone other than CAMEC for providing the protections afforded to Renaissance Capital Limited clients nor for providing advice in relation to the Offer nor any other matter referred to herein.
Seymour Pierce Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for CAMEC and no one else in connection with the Offer and will not be responsible to anyone other than CAMEC for providing the protections afforded to Seymour Pierce Limited clients nor for providing advice in relation to the Offer nor any other matter referred to herein.
The Offer is not being, and will not be, made, directly or indirectly, in or into, Canada, Australia or Japan and the Offer will not be capable of acceptance from or within Canada, Australia or Japan.
This announcement does not constitute, or form any part of, any offer for, or solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made on the basis of the information contained in the Offer document and the form of acceptance.
To the extent permitted by applicable law, in accordance with the Code and normal United Kingdom market practice and pursuant to statutory relief under Rule 14e-5 of the US Securities and Exchange Act of 1934, as amended (the "Exchange Act") ENRC and its affiliates or their nominees or brokers (acting as agents) may, from time to time, during the period in which the Offer remains open for acceptance make certain purchases of, or arrangements to purchase, CAMEC shares otherwise than under the Offer, such as in open market or privately negotiated purchases. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Takeover Code and the rules of the London Stock Exchange. In addition, in accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5 of the Exchange Act, BMO Capital Markets Limited serving as a financial adviser to ENRC and its affiliates may make purchases of, or arrangements to purchase, CAMEC shares outside of the Offer or engage in trading activities involving CAMEC shares and various related derivative transactions in the normal and ordinary course of their business. Information regarding such activities which is required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Rule 8 Notices
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of CAMEC, 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 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 CAMEC, 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 CAMEC by ENRC or CAMEC, or by any of their respective "associates", must be disclosed by no later than 12.00 noon 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, you should consult the Panel.
Related Shares:
ENRC.L