Last checked at 17 Feb 2011 15:01
NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AMINEX PLC, IS AN ADVERTISEMENT AND NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY AMINEX PLC IN CONNECTION WITH THE PLACING AND OPEN OFFER.
17 February 2011
Aminex plc
("Aminex" or "the Company")
PLACING AND OPEN OFFER UPDATE
The Board of Aminex is pleased to advise that a prospectus in relation to the proposed Placing and Open Offer (the "Prospectus") announced on 2 February 2011 was approved today (17 February 2011) by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Prospectus will be availabletoday, free of charge, in electronic format to Qualifying Shareholders on the Company's website at www.aminex-plc.com and in printed format until 14 March 2011 at the Company's registered office at 6 Northbrook Road, Dublin 6, Ireland and at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and at the offices of Shore Capital, Bond Street House, 14 Clifford Street, London W1S 4JU, United Kingdom.
Completion of the Placing and the implementation of the Open Offer are conditional, inter alia, upon shareholder approval. Such approval is to be sought at an extraordinary general meeting of the Company to be held at 12 noon on 25 February 2011 at The Bloomsbury Hotel, 16-22 Great Russell Street, London WC1B 3NN, United Kingdom.
The expected timetable of principal events in connection with the Placing and the Open Offer is as follows:
Event | Time and/or Date |
Record Date for entitlement under the Open Offer | 5.00 p.m. 15 February 2011 |
Publication of the Prospectus and dispatch of Application Forms | 17 February 2011 |
Ex-entitlement date for the Open Offer | 18 February 2011 |
Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders in CREST | 8.00 a.m. on 18 February 2011 |
Latest time and date for receipt of Forms of Proxy/CREST proxy instructions in respect of EGM | 12.00 noon on 23 February 2011 |
Extraordinary General Meeting | 12.00 noon on 25 February 2011 |
Admission to trading and commencement of dealings in Placing Shares on the Irish and London Stock Exchanges | 8.00 a.m. on 28 February 2011 |
Crediting of Placing Shares to CREST accounts | 10.00 a.m. on 28 February 2011 |
Dispatch of definitive share certificates for the Placing Shares in certificated form by no later than | 3 March 2011 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form) | 4.30 p.m. 7 March 2011 |
Latest time for depositing Open Offer Entitlements into CREST | 3 p.m. 8 March 2011 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3 p.m. 9 March 2011 |
Latest time and date for receipt of completed Application Forms and payment in full or settlement of relevant CREST instructions under the Open Offer | 11.00 a.m. on 11 March 2011 |
Issue of Open Offer Shares | 14 March 2011 |
Admission to trading and commencement of dealings in Open Offer Shares on the Irish and London Stock Exchanges | 8.00 a.m. on 14 March 2011 |
Crediting of Open Offer Shares to CREST accounts | 10.00 a.m. on 14 March 2011 |
Dispatch of definitive share certificates for the Open Offer Shares in certificated form by no later than | 18 March 2011 |
Notes:
(1) All references to time in this announcement are to time in London.
(2) The dates set out above may be adjusted by Aminex, in which event details of new dates will be notified, via a Regulatory Information Service, to the Irish Stock Exchange, the FSA and the London Stock Exchange and, where appropriate, to Qualifying Shareholders.
(3) Unless the context otherwise requires, terms defined in the Prospectus dated 17 February 2011 shall have the same meaning in this announcement.
The Prospectus has been submitted to the national storage mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland. The documents incorporated by reference therein have already been submitted to the national storage mechanism and are available for inspection at: www.Hemscott.com/nsm.do.
Enquiries:
For further information: | |
Aminex | |
Brian Hall, Chairman | Tel: +44 (0) 20 72913100 |
Davy | |
John Frain / Brian Garrahy | Tel: +353 (0) 1 6796363 |
Shore Capital | |
Dru Danford / Stephane Auton | Tel: + 44 (0) 20 7408 4090 |
Pelham Bell Pottinger | |
Archie Berens | Tel: +44 (0) 20 7861 3112 / +44 (0)7802 442486 |
The contents of this announcement have been approved by Davy solely for the purposes of section 21(2) of the Financial Services and Markets Act 2000.
J&E Davy (''Davy'') (each of which is regulated in Ireland by the Central Bank) and Shore Capital Stockbrokers Limited (''Shore Capital") (which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the Placing and Open Offer and the requirements of the Irish Stock Exchange and the UK Listing Authority and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Davy or Shore Capital respectively nor for providing advice in connection with the Placing and Open Offer and this announcement.
Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, South Africa, New Zealand, Switzerland or Japan or any other jurisdiction where it would be unlawful to offer participation.
This announcement has not been approved by the Central Bank, the Financial Services Authority or by any other regulatory authority. This announcement is for information only and does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares to be issued or sold in connection with the Placing and/or Open Offer.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Open Offer. A Prospectus relating to the Open Offer has been prepared and made available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. The Prospectus will be available, free of charge, in electronic form to Qualifying Shareholders on the Company's website at www.aminex-plc.com and in printed format until 14 March 2011 at the Company's registered office at 6 Northbrook Road, Dublin 6, Ireland and In Ireland at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and in the United Kingdom at the offices of Shore Capital, Bond Street House, 14 Clifford Street, London W1S 4JU, United Kingdom. Any decision to invest in Aminex under the Open Offer must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.
The offer of securities in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, this announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of Securities in the United States.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The distribution of this announcement may be restricted by law. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.