Mon, 26th Jun 2017 08:42
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
26 JUNE 2017
MANDATORY CASH OFFER
DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")
DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")
OFFER UPDATE - ANTIMONOPOLY CLEARANCE RECEIVED BY DCI
On 8 June 2017, in accordance with Rule 9 of the City Code on Takeovers and Mergers, DCI announced its firm intention to make a mandatory cash offer for all of the Shares of DUPD which the Dragon Capital Group did not already own, at a price of 13 pence per DUPD Share (the "Offer"). Accordingly, the Offer is conditional only upon DCI receiving acceptances in respect of DUPD Shares which will result in DCI and any party with whom it is in concert holding more than 50 per cent. of the DUPD Shares.
In that announcement DCI made reference to a clearance which was required from the Antimonopoly Committee of Ukraine ("AMC") for DCI to own more than 50 per cent. of DUPD's Shares, part of this paragraph is extracted below:
"Pursuant to Ukrainian legislation, the purchase of shares in a company which results in the purchaser owning 50 per cent. or more of the issued share capital of that company where the parties' combined worldwide asset value or turnover exceeds EUR 30 million and the value of the Ukrainian assets or turnover of each of at least two of the parties exceeds EUR 4 million, requires the purchaser to obtain clearance from the Antimonopoly Committee of Ukraine ("AMC"). In this case a simplified procedure will be followed because the parties' combined market shares do not exceed certain thresholds and clearance is expected to be available on or before 26 June 2017."
The DCI Directors are pleased to announce that they have been informed that the necessary clearance has been granted by the AMC.
DCI intends to publish its Offer Document on 27 June 2017.
Defined terms used but not defined in this announcement have the meanings set out in the announcement made by DCI on 8 June 2017.
The information communicated in this Announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Dragon Capital Group
+380 44 490 7120
SPARK Advisory Partners Limited - Financial adviser to Dragon Capital:
+44 (0) 203 368 3550
Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer, SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
SPARK Advisory Partners Limited is acting exclusively as financial adviser to DCI and no one else in connection with the Offer. SPARK Advisory Partners Limited will not be responsible to anyone other than DCI for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.
This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.
This Announcement does not constitute a prospectus or prospectus equivalent document.
DUPD Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, copies of this Announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DUPD Group and certain plans and objectives of the boards of directors of DUPD and DCI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Management Team and DCI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.
Forward-looking statements also include statements about DCI's beliefs and expectations related to the Offer being declared wholly unconditional, benefits that would be afforded to customers, and benefits to DCI that are expected to be obtained as a result of the Offer being declared wholly unconditional. There can be no assurance that the Offer will be declared wholly unconditional. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DUPD or DCI except where expressly stated.
All subsequent oral or written forward-looking statements attributable to DCI or DUPD or any of their respective members, directors, officers or employees or any persons acting on their behalf are qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to DCI on the date hereof and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with the Code, DCI does not intend, or undertake any obligation, to update any information contained in this Announcement.
Dealing disclosure 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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 Takeover 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.
You should note that, for the purposes of the above summary of Rule 8 of the Code, DCI is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of DCI under Rule 8 of the Code.
Publication of this Announcement
A copy of this Announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the Dragon Capital Group website at https://rule9offerdci.dragon-capital.com by no later than 12 noon on 27 June 2017 until the end of the Offer Period. For the avoidance of doubt, the contents of the Dragon Capital Group website are not incorporated into and do not form part of this Announcement unless otherwise stated herein. You may request a hard copy of this Announcement, and all future documents, announcements and information in relation to the Offer, by writing to Donald Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road, Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on +44 (0) 7786 575 372. Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.
Information relating to DUPD Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by DUPD Shareholders, persons with information rights and other relevant persons for the receipt of communications from DUPD may be provided to DCI during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Certain figures included in this Announcement have been subject to rounding adjustments.
In this Announcement references to time are to London time.