Orogen Gold Regulatory News (ORE)

8 Apr 2009 12:32



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION

8 April 2009

Receipt of Russian Federal Antimonopoly Service ("FAS") Approval

On 6 February 2009 the Independent Board Committees of Aricom plc ("Aricom") and Peter Hambro Mining Plc ("PHM") announced that they had reached agreement on the terms of a recommended all share offer to be made by PHM for the entire issued and to be issued share capital of Aricom (the "merger"). The offer is to be implemented by means of a scheme of arrangement ("Scheme") , subject to the satisfaction or waiver of the conditions of the Scheme and to the approval of the High Court and of both Aricom and PHM shareholders.

Following receipt of both PHM and Aricom shareholder approvals on 25 March and 31 March 2009 respectively, PHM has today been informed by FAS that it has approved the merger. No further regulatory approvals are required in Russia in relation to the merger.

The court hearing to sanction the Scheme is expected to take place on 21 April 2009 and the effective date of the Scheme and completion of the merger is expected to be 22 April 2009.

Enquiries:

JPMorgan Cazenove and Liberum Capital, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Peter Hambro Mining and no-one else in connection with the Offer and will not be responsible to anyone other than Peter Hambro Mining for providing the protections afforded to clients of JPMorgan Cazenove and Liberum Capital nor for providing advice in relation to the Offer or any matter related to the Offer.

This announcement has been prepared in accordance with English law, the Code and applicable rules and regulations of the London Stock Exchange 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 of the United Kingdom. The 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 any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, shares or other securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer will be made solely by means of the Scheme

Documents (or any document through which the Offer is actually made).

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. If the New PHM Shares are issued to Aricom shareholders pursuant to the Scheme, they will be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by section 3(a)(10) thereof and, as a

consequence, will not be registered thereunder or under the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of Aricom or Peter Hambro Mining, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such

"relevant securities") must be publicly disclosed by not later than 3.30pm (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 or 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" of Aricom or Peter Hambro Mining, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Aricom or Peter Hambro Mining by Peter Hambro Mining or Aricom, or by any of their respective "associates" must also be disclosed by no later than 12.00 noon (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 Takeover Panel's website at www.thetakeoverpanel.org.uk.

"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.

Terms in quotation marks are defined in the 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, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)20 7236 7013.