20 May 2015 17:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
FOR IMMEDIATE RELEASE
20 May 2015
Asia Resource Minerals plc
Statement of intention not to make an offer under Rule 2.8 of the Code
It was announced on 21 April 2015 that NR Holdings Limited ("NRH") and SUEK PLC ("SUEK") were considering a possible cash offer, to be made by a special purpose vehicle jointly owned and controlled by NRH and SUEK, to acquire the entire issued and to be issued share capital of Asia Resource Minerals plc ("ARMS") not already owned by NRH, SUEK, and other members of the NR Concert Party (the "Possible Offer").
Following the completion of due diligence, NRH and SUEK hereby announce that they do not intend to make an offer for ARMS.
NRH remains fully committed to underwrite the US$100 million Open Offer as part of the Recapitalisation and, on 14 May 2015, agreed to extend the timetable for obtaining shareholder approval to 31 July 2015. NRH believes that the Recapitalisation should remain in place as a viable option available to the ARMS board to preserve and enhance value for ARMS shareholders in the event that the conditions to the offer by Asia Coal Energy Ventures Limited ("ACE"), to be posted on or before 4 June 2015, are not satisfied. Contrary to public statements made by ACE on 13 May, there has been no vote on the Recapitalisation.
NRH notes that the ACE offer remains highly conditional and will be subject to the approval of Independent Shareholders of ARMS at the Rule 16 General Meeting to approve the RBI Loans Acquisition Agreements. NRH continues to believe that the Recapitalisation offers shareholders the best prospect of recovering value over the medium to longer term when compared to the ACE offer price which caps shareholders' upside at 41 pence per share.
A representative for NRH stated: "The offer by ACE is an opportunistic attempt to deny independent shareholders the opportunity to recover value. Successful enforcement of the $173million arbitration award against Roeslani would alone be worth in excess of 41 pence per share. The board of ARMS needs to ensure that all shareholders are treated equally - either ACE pays a full premium to secure control of these world-class coal assets, or the Recapitalisation should proceed to enable the agreed refinancing to take place".
Capitalised terms used in this announcement shall have the meanings given to those terms in the ACE announcement dated 7 May 2015.
For the purposes of Rule 2.8 and other relevant provisions of the Code, NRH and SUEK reserve the right to announce an offer or possible offer or make or participate in an offer or possible offer for ARMS or to take any other action permitted pursuant to the Code, within the next six months following the date of this announcement, in the circumstances set out in Note 2 to Rule 2.8 of the Code or otherwise with the consent of the Panel on Takeovers and Mergers.
In the event that NRH and/or SUEK is permitted pursuant to the Code to announce an offer or possible offer or make or participate in an offer or possible offer for ARMS, NRH and/or SUEK reserve the right to do so at any price and in any form or mix of consideration.
Enquiries:
NR Holdings LimitedAlison Allez Tel: +44 1481 703172
Opus Corporate Finance LLPDaren Morris Tel: +44 207 025 3600
Further information:
Opus Corporate Finance LLP ("Opus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") for investment business activities, is acting exclusively as financial adviser to NRH and no one else in connection with the possible offer and will not be responsible to anyone other than NRH for providing the protections afforded to clients of Opus, nor for providing advice in relation to the possible offer or any other matters referred to in this announcement.
Publication on website
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any restricted jurisdiction, on Opus's website at www.opuscf.com by no later than 12.00 noon (London time) on the business day following the date of this announcement. Neither the content of the Opus website referred to in this announcement nor the content of any other website accessible from hyperlinks on Opus's website are incorporated into, or form part of, this announcement.