Last checked at 19 Oct 2010 13:00
13.00 London, 15.00 Helsinki, 19 October 2010 - Ruukki Group Plc, Stock Exchange Release
RECOMMENDED CASH OFFER FOR CHROMEX MINING PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION INCLUDING THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
19 October 2010
RECOMMENDED CASH OFFER
by
Synergy Africa Limited
(a company 51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by Kermas Limited)
for
Chromex Mining Plc
Posting of Offer Document
Further to the announcement made on 30 September 2010 regarding the recommended cash offer to be made by Synergy Africa Limited ("Synergy Africa") a company 51 per cent. owned by Ruukki Group Plc ("Ruukki") and 49 per cent. owned by Kermas Limited ("Kermas"), to acquire the entire issued and to be issued share capital of Chromex Mining plc ("Chromex") (the "Offer") and to acquire all issued warrants giving the right to subscribe for shares in Chromex (the "Warrant Offer") to which the Warrant Offer relates, Ruukki announces that the offer document containing full terms of, and conditions to, the Offer and the Warrant Offer, (the "Offer Document") was yesterday posted to holders of Chromex shares and warrants, together with the Offer Form of Acceptance and the Warrant Form of Acceptance (as applicable).
Included in the Offer Document is the following statement which has not been published previously by Ruukki in respect of material change in the trading and financial position of Ruukki. This statement is required under Rule 24.2 of the UK City Code on Takeovers and Mergers. Ruukki expects that the circular to Ruukki shareholders in respect of the Related Party Transaction, which to be published in due course, will include a similar statement.
For the period since 30 June 2010 to 31 August 2010, while Ruukki's revenues have been up on the comparable period in 2009 supported by higher ferrochrome prices and a product mix more in favour of ultra-low carbon ferrochrome, the operating loss widened from an unaudited €2.4 million to an unaudited €3.3 million. This was due to two main factors: (i) an increase in depreciation and overhead costs relating to a new furnace at Mogale; and (ii) a current reduction in volumes at Mogale resulting from some capacity not in operation at the present time as a result of an industrial dispute in the area where Mogale operates. The combined impact of these two factors more than outweighed the higher ferrochrome price impact.
The Offer and Warrant Offer will initially be open until 1.00pm (London time) on 8 November 2010.
To accept the Offer in respect of the Chromex Shares held in certificated form, and the Chromex Warrant Offer in respect of the Chromex Warrants held in certificated form, Chromex Shareholders and Chromex Warrantholders should complete, sign and return the Offer Form of Acceptance and/or the Warrant Offer Form of Acceptance (as applicable), which accompany the Offer Document together with their share certificate(s) and/or warrant certificates (as applicable), in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Capita Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 1.00pm (London time) on 8 November 2010.
To accept the Offer in respect of Chromex Shares held in CREST, and the Warrant Offer in respect of Chromex Warrants held in CREST, Chromex Shareholders and Warrantholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00pm (London time) on 8 November 2010.
A copy of this Offer Document together with the information incorporated by reference into it, the Offer Form of Acceptance and the Warrant Offer Form of Acceptance will be available, subject to certain restrictions relating to persons resident in the United States, Australia, Canada and Japan on Ruukki's website, www.ruukkigroup.fi, and Chromex's website, www.chromexmining.co.uk, from the date of the Offer Document, being 18 October 2010, until the end of the Offer Period.
Terms defined in the Offer Document have the same meaning in this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.chromexmining.co.uk and www.ruukkigroup.fi
For further information please contact:
Ruukki Group Plc / Synergy Africa Limited
Danko Koncar Tel: +44 (0) 20 7376 1175
Alex Buck, IR Tel: +44 (0)7932 740 452
Investec Bank plc (financial advisers to Ruukki and Synergy Africa)
David Currie Tel: +44(0)20 7597 5970
Patrick Robb
Daniel Adams
Stephen Cooper
Pelham Bell Pottinger (PR advisers to Ruukki and Synergy Africa)
Charles Vivian Tel: +44 (0)20 7861 3126
James MacFarlane Tel: +44 (0)20 7861 3864
Chromex Mining plc
Russell Lamming Tel: +44 (0) 7810 870587
Brian Moritz Tel: +44 (0) 7976 994300
Panmure Gordon (UK) Limited (financial advisers to Chromex)
Dominic Morley Tel: +44 (0) 20 7459 3600
Callum Stewart
Grishma Patel
St Brides Media & Finance (PR advisers to Chromex)
Hugo de Salis Tel: +44 (0) 20 7236 1177
The Chromex Directors accept responsibility for the information contained in this Announcement relating to the Chromex Group, themselves and their immediate families and connected persons. The Synergy Africa Directors, the Ruukki Directors and the Kermas Directors each accept responsibility for all of the other information contained in this Announcement. To the best of the knowledge and belief of the Synergy Africa Directors, the Ruukki Directors, the Kermas Directors and the Chromex Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Ruukki and Synergy Africa and no one else in connection with the Offer and the Warrant Offer and will not be responsible to anyone other than Ruukki and Synergy Africa for providing the protections afforded to clients of Investec Bank plc or for providing advice in connection with the Offer and the Warrant Offer.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chromex and no one else in connection with the Offer and the Warrant Offer and will not be responsible to anyone other than Chromex for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for providing advice in relation to the Offer and the Warrant Offer.
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This Announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer, the Warrant Offer or otherwise. The Offer and the Warrant Offer will be made solely by means of the Offer Document, an advertisement to be published in the London Gazette and the London edition of the Financial Times, and the Form of Acceptance (in respect of Chromex Shares in certificated form) and the Warrant Offer Form of Acceptance(in respect of the Chromex Warrants in certificated form), which will contain the full terms and conditions of the Offer and the Warrant Offer, including details of how the Offer and the Warrant Offer may be accepted. Any acceptance or other response to the Offer or the Warrant Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance (in the case of Chromex Shares in certificated form) and the Warrant Offer Form of Acceptance(in respect of the Chromex Warrants in certificated form) (as applicable).
Unless otherwise determined by Synergy Africa and permitted by applicable law and regulation, the Offer and the Warrant Offer will not be made, directly or indirectly, in or into, or by the use of the mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer and the Warrant Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer and the Warrant Offer. The availability of the Offer and the Warrant Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. or more of any class of "relevant securities" of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an "Opening Position Disclosure" following the commencement of the "offer period" and, if later, following the announcement in which any paper offeror is first identified. An "Opening Position Disclosure" must contain details of the person's interests and short positions in, and rights to subscribe for, any" relevant securities" of each of (i) the offeree company and (ii) any paper offeror(s). An "Opening Position Disclosure" by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the "offer period" and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who "deal" in the "relevant securities" of the offeree company or of a paper offeror prior to the deadline for making an "Opening Position Disclosure" must instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes, "interested" in 1 per cent. or more of any class of "relevant securities" of the offeree company or of any paper offeror must make a "Dealing Disclosure" if the person "deals" in any relevant securities of the offeree company or of any paper offeror. A "Dealing Disclosure" must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A "Dealing Disclosure" by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
"Opening Position Disclosures" must also be made by the offeree company and by any offeror and "Dealing Disclosures" must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities "Opening Position Disclosures" and "Dealing Disclosures" must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an "Opening Position Disclosure" or a "Dealing Disclosure", you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.
Copies of this Announcement can be found at Ruukki's and Chromex's websites at www.ruukkigroup.fi and www.chromexmining.co.uk respectively.