4 Jun 2009 14:43
Dragon - Ukrainian Properties & Development plc
(the 'Company')
Invitation for Tendering Shares to the Company
Dragon - Ukrainian Properties & Development Plc announces that following the authority granted to the board by the AGM held on 29 May 2009 the board would like to invite tenders of shares from all Eligible Shareholders as described in the Tender Offer circular (full text available at web site www.dragon-upd.com)
The Board is proposing to return up to approximately US$ 16.79 million of cash through a purchase by the Company of up to 42.3 million existing Ordinary Shares from Eligible Shareholders. Once purchased by the Company those Ordinary Shares will be cancelled and will not be available for re-issue.
The Tender Offer will remain open from 4 June 2009 until 1.00 p.m. on 24 June 2009 (unless extended in accordance with the terms set out in the Circular).
The Tender Offer is being made on the terms and subject to the conditions set out in the mentioned above Circular and the Tender Form, in respect of up to 42.3 million Ordinary Shares in issue on the Record Date within the Price Range of 39.25 pence being the Minimum Price to 43.00 pence being the Maximum Price per Ordinary Share with an increment of one quarter of a penny.
Eligible Shareholders who wish to participate in the Tender Offer must return a completed Tender Form, together with any shares certificate(s) and/or other document(s) of title so as to be received by the Receiving Agent by no later than 1.00 p.m. on 24 June 2009. Eligible Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) who wish to participate in the Tender Offer should complete a Tender Form but should arrange for any uncertificated Ordinary Shares they wish to tender to be transferred into escrow as described in Part II of the Circular.
Shares will be purchased by the Company free of commissions and dealing charges.
The decision of the Board as to the results of the Tender Offer (including, without limitation, the basis on which excess tenders are satisfied) shall be final and binding on all Shareholders.
The Directors are making no recommendation to Shareholders in relation to participation in the Tender Offer. Whether or not Shareholders decide to tender their Ordinary Shares will depend, amongst other things, on their own individual circumstances, including their own tax position. Shareholders are recommended to consult their duly authorised independent advisers in making their own decisions.
None of the Directors intend to tender any part of their Ordinary Shares pursuant to the Tender Offer.
EXPECTED TIMETABLE FOR THE TENDER OFFER
| Tender Offer opens | 4th of June 2009 |
| Latest time and date for receipt of Tender Forms and for settlement of the instructions | by 1pm on 24 June 2009 |
| Record Date for the Tender Offer | 5.00 pm on 3 June 2009 |
| Announcement of results of the Tender Offer | 26 June 2009 |
| CREST accounts credited with Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares | 29 June 2009 |
| Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares | 29 June 2009 |
| Despatch of balance share certificates for unsold Ordinary Shares and share certificates for unsuccessful tenders | week commencing 29 June 2009 |
For further information, please contact:
Dragon-Ukrainian Properties & Development Plc
Tomas Fiala
+380 44 490 7120
Dragon Capital Partners Limited
Chris Kamtsios: + 380 44 490 7120
KBC Peel Hunt Ltd (Nominated Adviser and Broker)
Capel Irwin: + 44 20 7418 8900
Daniel Harris