Cerillion Regulatory News (CER)

12 Sep 2006 07:03

Eureka Mining PLC12 September 2006 Eureka Mining Plc ("Eureka" or "the Company") Celtic Resources Holdings Plc ("Celtic") Further to the Company's announcement of 30 August, the Company and Celticconfirm that the party with whom the Company is in discussions concerning thepossibility of an offer being made for the Company is Celtic. The making of any proposal by Celtic is subject to the satisfactory completionof the due diligence exercise which Celtic is currently carrying out. Oncompletion of its due diligence, Celtic will confirm whether it wishes toproceed with an offer and on what terms, at which point a further announcementwill be made. There can be no certainty that an offer will be made, nor as to the terms onwhich any offer might be made. Eureka has previously stated that it expected to seek to raise additionalfinance by the end of Summer 2006. Celtic, a substantial shareholder, hasalready provided a secured loan of USD1.65 million to the Company and thedirectors of Eureka are investigating the Company's financing options. Iffurther funds cannot be raised, in the absence of asset sales or a successfuloffer for the Company, there can be no guarantee that the Company will be ableto continue to trade. A further announcement will be made as appropriate. Responsibility The directors of Eureka (other than David Bartley who is incapacitated) and thedirectors of Celtic each accept responsibility for the information on theirrespective companies stated above and that, to the best of their respectiveknowledge and belief (having taken all reasonable care to ensure that such isthe case), such directors confirm that the information contained herein is inaccordance with the facts and does not omit anything likely to affect the importof such information. For further information contact: Jonathan Scott-Barrett Peter Hannen Chief Executive Officer Chairman Eureka Mining Plc Celtic Resources Holdings Plc Tel: +44 (0)20 7921 8810 Tel: +44 (0)20 7921 8800 Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Celtic or of Eureka, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which an offer for Eureka by Celtic becomes, oris declared, unconditional as to acceptances, lapses or is otherwise withdrawnor on which the "offer period" otherwise ends. If two or more persons acttogether pursuant to an agreement or understanding, whether formal or informal,to acquire an "interest" in "relevant securities" of Celtic or of Eureka, theywill 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 "relevantsecurities" of Celtic or of Eureka by the offeror or the offeree company, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the website of The Panel on Takovers and Mergers (the "Panel"), www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange