9th Mar 2009 07:00
9 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
Aricom plc and Peter Hambro Mining Plc
Posting of Scheme Document; Convening of PHM and Aricom shareholder meetings
On 6 February 2009 the Independent Board Committees of Aricom plc ("Aricom") and Peter Hambro Mining Plc ("Peter Hambro Mining" or PHM") announced that they had reached agreement on the terms of a recommended all share offer to be made by Peter Hambro Mining for the entire issued and to be issued share capital of Aricom. The offer is to be implemented by means of a scheme of arrangement ("Scheme").
The Independent Board Committees of Aricom and PHM are pleased to announce that the Scheme Document is being posted to Aricom shareholders today. The Scheme Document sets out amongst other things the full terms and conditions of the Scheme, an explanatory statement, a timetable of principal events and the actions to be taken by Aricom Shareholders.
Notices convening the Aricom Shareholders meetings, being the Scheme Court Meeting and the Aricom EGM to be held at the offices of Aricom, 10-11 Grosvenor Place, London, SW1X 7HH on 31 March 2009 at 10.00 a.m. and 10.15 a.m. respectively, are contained in the Scheme Document.
Peter Hambro Mining is also pleased to announce that it is today posting a circular (the "Circular") to PHM shareholders in connection with the offer. The Circular contains a notice to convene an Extraordinary General Meeting of PHM shareholders, to be held at 10.00 a.m. on 25 March 2009 at 11 Grosvenor Place, London, SW1X 7HH being the registered office of PHM. The PHM Extraordinary General Meeting (the "PHM EGM") will be held to allow PHM shareholders to vote on (inter alia) the resolution required to approve and enable implementation of the Scheme by PHM.
Subject to the satisfaction or waiver of the conditions of the Scheme and subject to the approval of the High Court and of both Aricom and PHM Shareholders, it is currently expected that the Scheme will become effective on or around 22 April 2009.
Aricom also announced on 27 February 2009 that it had written to holders of Aricom Warrants, informing them of PHM's intention to seek to exchange of Aricom Warrants for Peter Hambro Mining Warrants by way of a separate scheme of arrangement ("Warrant Scheme"). Further details of the warrant proposals will be notified to holders of Aricom Warrants in due course.
Further details of the Scheme are contained within the Scheme Document. A copy of the Scheme Document is displayed on the Aricom website www.aricom.plc.uk and is also available for inspection during normal business hours at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ.
Further details regarding the PHM EGM are contained within the Circular, including voting procedures. A copy of the Circular will be displayed on the Peter Hambro Mining website www.peterhambro.com and will be available for inspection during normal business hours at the registered office of PHM and at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2QA.
Terms and conditions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
For further information:
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Aricom plc |
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Charles Gordon, Investor Relations Officer |
+44 (0) 20 7201 8921 |
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Canaccord Adams Limited |
+44 (0)20 7050 6500 |
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Robert Finlay Mike Jones Guy Blakeney |
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Morgan Stanley & Co. Limited |
+44 (0) 20 7425 8000 |
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Peter Bacchus Richard Allan Laurence Hopkins |
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Abchurch PR |
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Charlie Jack George Parker |
+44 (0) 20 7398 7700 |
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Peter Hambro Mining Plc |
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Alya Samokhvalova, Director of External Communications |
+44 (0) 20 7201 8900 |
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JPMorgan Cazenove |
+44 (0) 20 7588 2828 |
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Ian Hannam Patrick Magee |
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Liberum Capital |
+44 (0)20 3100 2000 |
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Chris Bowman Clayton Bush |
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Merlin PR |
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David Simonson Tom Randell Maria Suleymanova |
+44 (0) 20 7653 6620 |
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Canaccord Adams, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aricom and no-one else in connection with the Offer and will not be responsible to anyone other than Aricom for providing the protections afforded to clients of Canaccord Adams nor for providing advice in relation to the Offer or any matter related to the Offer.
Morgan Stanley & Co. Limited is acting exclusively for Aricom and no-one else in connection with the Offer and will not be responsible to anyone other than Aricom for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the Offer or any other matter related to the Offer.
JPMorgan Cazenove and Liberum Capital, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Peter Hambro Mining and no-one else in connection with the Offer and will not be responsible to anyone other than Peter Hambro Mining for providing the protections afforded to clients of JPMorgan Cazenove and Liberum Capital nor for providing advice in relation to the Offer or any matter related to the Offer.
This announcement has been prepared in accordance with English law, the Code and applicable rules and regulations of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, shares or other securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer will be made solely by means of the Scheme Documents (or any document through which the Offer is actually made).
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. If the New PHM Shares are issued to Aricom shareholders 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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