Last checked at 23 Jul 2010 07:15
Metals Exploration plc
Response to Offer
Metals Exploration plc ("Metals Ex" or the "Company") notes the announcement made today by Solomon Capital Limited ("Solomon") of a mandatory cash offer pursuant to Rule 9 of the City Code on Takeovers and Mergers (the "Code") to acquire all of the issued and to be issued share capital of the Company not already owned by it (the "Solomon Offer").
Metals Ex is reviewing the Solomon Offer and a response will be made by the Board, excluding Timothy Dean, who is a Director of Solomon, in due course.
Enquiries:
| Metals Exploration plc | + 44 (0) 20 7963 9540 |
| Jonathan Beardsworth (Managing Director) | + 44 (0) 7747 101 552 |
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| Westhouse Securities Limited |
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| Tim Feather / Matthew Johnson | + 44 (0) 20 7601 6100 |
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| Conduit PR Limited |
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| Leesa Peters / Edward Portman | + 44 (0) 20 7429 6607 |
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Westhouse Securities Limited ("Westhouse"), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Metals Ex and no one else (including the recipients of this announcement) in connection with the arrangements that are the subject matter of this announcement and will not be responsible to anyone other than Metals Ex for providing the protections afforded to clients of Westhouse or for advising any other person in connection with the arrangements that are the subject matter of this announcement.
Westhouse makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by Metals Ex, or on its behalf, in connection with Metals Ex or any of the other arrangements that are the subject matter of this announcement and, accordingly, it disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which they might otherwise have in respect of this announcement or any other statement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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.
Please note that any address, electronic address and certain other information provided for the receipt of communications from the offeree company may be provided to an offeror during the offer period as required under Section 4 of Appendix 4 of the Code.
"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 treated 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.