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19 May 2008 07:00
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19Β May 2008
The Board ofΒ GCMΒ Resources plc ("GCM" or the "Company") announces thatΒ after market close onΒ the 16th May 2008,Β it received a preliminary approach fromΒ PoloΒ Resources LimitedΒ ("Polo")Β which mayΒ or may not lead to an offer being made for the Company.Β
TheΒ approachΒ byΒ PoloΒ is a pre-conditional cash offer for all the issued and to be issued share capitalΒ ofΒ GCMΒ at 175p per share and is subject to financing.Β PoloΒ currently owns 29.72% of the issued share capital ofΒ GCM.
DiscussionsΒ are at aΒ preliminary stage andΒ there is no certainty that anyΒ offer will be made.
This announcement is made with the consent ofΒ Polo.Β
A further announcement will be made as appropriate.
Enquiries:
JPMorgan CazenoveΒ Limited, Nominated Advisor toΒ GCM
Michael Wentworth-Stanley: +44 (0) 207 588 2828
Steve Baldwin: +44 (0) 207 588 2828
JPMorgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser toΒ GCMΒ and no one else in connection with theΒ possible offer and will not be responsible to anyone other thanΒ GCMΒ for providing the protections afforded to clients of JPMorgan Cazenove Limited or for providing advice in relation to theΒ possible offer or any other matters referred to in thisΒ release.
Dealing Disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" ofΒ GCMΒ all "dealings" in any "relevant securities" ofΒ GCMΒ (including by means of an option in respect of, or a "derivative" referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" ofΒ GCM, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" ofΒ GCMΒ byΒ PoloΒ orΒ GCMΒ or by any of their respective "associates", must be disclosed by no later than 12.00Β noonΒ (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website atΒ www.thetakeoverpanel.org.ukΒ
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treatedΒ as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
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