Dci Advisors Regulatory News (DCI)

20 Nov 2009 12:58



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM CANADA, SWITZERLAND OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The City Code does NOT apply to the Tender Offer and accordingly, DCI Shareholders will not have the benefit of the protections of the City Code in connection with the Tender Offer. DCI Shareholders should note that the Tender Offer is being implemented in a manner which is not consistent in certain material respects with the provisions of the City Code applicable to transactions similar to the Tender Offer. In particular, the City Code's normal prohibition of conditions relating to financing does NOT apply and the Tender Offer is subject to the financing condition described in paragraph 2.5 of Section A of Part 5 of the Tender Offer Document.

Dolphin Capital Investors Ltd 

("DCI" or the "Company") 

Hallmark Investors Ltd ("BidCo") 

Extension of Tender Offer to purchase 120,000,000 common shares of €0.01 each in DCI

at six Tender Offer Prices between 34 pence and 44 pence per share

Following the announcement on 13 November 2009 that the Closing Date of BidCo's Tender Offer to acquire, on the terms and subject to the conditions set out in the Tender Offer Document and in the Tender Form, 120,000,000 DCI Shares at six Tender Offer Prices between 34 pence and 44 pence in cash, was extended to 1.00 p.m. on 20 November 2009, BidCo announces that it is further extending its Tender Offer to 1.00 p.m. on 27 November 2009. An updated "Expected Timetable of Principal Events" is set out in Appendix 1 to this announcement.

DCI Shareholders who have already tendered their DCI Shares under the Tender Offer do not need to take any further action. Any tender of DCI Shares under the Tender Offer made prior to the date of this announcement may not be withdrawn.

DCI Shareholders who hold their DCI Shares in certificated form (that is, outside of CREST) who have not yet tendered their DCI Shares for purchase under the Tender Offer and who wish to do so should ensure that their completed Tender Forms are returned either by post in the reply-paid envelope which accompanied the Tender Offer Document (for use in the UK only) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and in any event by no later than 1.00 p.m. on 27 November 2009. 

DCI Shareholders who hold their DCI Shares in certificated form (that is, outside of CREST) should also return their share certificate(s) (if any) in respect of the DCI Shares tendered with their Tender Form. Additional Tender Forms are available from Computershare by telephoning 0870 707 1817 or, if telephoning from outside the UK, on +44 870 707 1817. DCI Shareholders who hold DCI Shares in uncertificated form (that is, through Depositary Interests held in CREST) who have not yet tendered their DCI Shares for purchase under the Tender Offer and who wish to do so should arrange for them to be transferred to escrow in the manner described in the Tender Offer Document as soon as possible, and in any event so that the transfer to escrow settles by no later than 1.00 p.m. on 27 November 2009.

References to the "Tender Offer Document" in this announcement shall mean the tender offer document sent to DCI Shareholders dated 2 October 2009. Unless otherwise defined in this announcement, defined terms shall have the same meaning as in the Tender Offer Document.

Enquiries:

Hallmark Investors Ltd

Michael Tsirikos mtsirikos@dolphincp.com

Telephone:  +30 210 3650 160

If you are in any doubt about the contents of this announcement or the action you should take you should consult a person authorised under the Financial Services and Markets Act 2000 ("FSMA"), or if you are resident outside the UK, a person authorised by the appropriate regulator in your jurisdiction, who specialises in advising on the acquisition of shares and other securities before taking any action.

This announcement does not constitute, or form any part of, an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer is being made solely by the Tender Offer Document and the Tender Form, which contain the full terms and conditions of the Tender Offer, including details of how DCI Shares may be tendered for purchase by BidCo, and which should be read carefully and in full.

The availability of the Tender Offer to DCI Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. DCI Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdictions. The Tender Offer is not being made, and will not be made, directly or indirectly, in or into or by use of the mails or by any means or instrumentality (including, but not limited to, the post, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction (including, inter alia, Canada, Switzerland and the United States) and DCI Shares may not be tendered for purchase under the Tender Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement, the Tender Offer Document, the Tender Form and any related documents are not being, and must not be, in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.

Fisher Corporate Plc, which is authorised and regulated by the Financial Services Authority of the UK, has approved this announcement for the purposes of Section 21 of FSMA. Fisher Corporate Plc is acting for BidCo only in relation to the approval of the contents of this announcement, the Tender Offer Document and the Tender Form, for such purposes and is not acting for or advising BidCo in any other capacity or acting for or advising any other person or treating any other person as its customer in relation to such transactions and will not be responsible to any other such person for providing the protections afforded to customers of Fisher Corporate Plc.

  Appendix 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Consequent upon the further extension of the Tender Offer to 1.00 p.m. on 27 November 2009, the expected timetable of principal events in respect of the Tender Offer is now as follows:

Note: 

1 Assuming that the Closing Date is 27 November 2009.

These times and dates are indicative only.

The period during which DCI Shares may be tendered for purchase under the Tender Offer may be further extended by BidCo in certain circumstances but will not be extended later than the Final Closing Date.

If any of the above dates and/or times change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service in the UK. Unless otherwise stated, all references in this announcement to times are to London time.