31 Mar 2009 14:03
| Press Release | 31 March 2009 |
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
RECOMMENDED OFFER BY PETER HAMBRO MINING PLC - RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING
On 6 February 2009 the Independent Board Committees of Aricom plc ("Aricom") and Peter Hambro Mining Plc ("Peter Hambro Mining" or "PHM") announced that they had reached agreement on the terms of a recommended all share offer to be made by Peter Hambro Mining for the entire issued and to be issued share capital of Aricom. The offer is to be implemented by means of a scheme of arrangement (the "Scheme").
On 9 March 2009, the Independent Board Committees of Aricom and Peter Hambro Mining announced the posting to Aricom's shareholders of the scheme document in relation to the Scheme (the "Scheme Document") which contained, amongst other things, notices convening the shareholders' Court Meeting and Extraordinary General Meeting to approve the Scheme (the "Shareholder Meetings").
Aricom is pleased to announce that, at the Court Meeting held today, a majority in number of Scheme Shareholders (as defined in the Scheme Document) who voted (either in person or by proxy), representing not less than 75% in value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the Extraordinary General Meeting held today, the resolution to approve the Scheme and provide for its implementation was also passed by a majority of Aricom Shareholders (as defined in the Scheme Document) representing over 75% of the total voting rights exercised by Aricom Shareholders voting.
The votes cast for each resolution were as follows:
COURT MEETING
Resolution to approve the Scheme
Number of Scheme Shareholders voting: For: 320 (96.97%) Against: 10 (3.03%)
Number of votes: For: 719,373,975 (99.99% of the votes cast representing 60.82% of the total number of Scheme Shares as at the date hereof (as defined in the Scheme Document)) Against: 88,201 (0.01% of the votes cast representing 0.01% of the total number of Scheme Shares as at the date hereof (as defined in the Scheme Document))
EXTRAORDINARY GENERAL MEETING
Special resolution to approve the Scheme and provide for its implementation
Number of votes: For: 723,695,341 (99.99%) Against: 67,351 (0.01%) Withheld: 2,242,500
Completion of the Offer remains subject to the satisfaction or, if permitted, waiver of the conditions to the Offer set out in the Scheme Document including, inter alia, the sanction of the Scheme by the Court. The Court Hearing of Aricom's petition to sanction the Scheme is expected to take place on 21 April 2009, as set out in the Scheme Document.
The Effective Date of the Scheme is expected to be 22 April 2009, as set out in the Scheme Document. If this position changes, a further announcement will be made.
Copies of the resolutions passed at the Court Meeting and at the Extraordinary General Meeting will shortly be submitted to the Financial Services Authority (the "FSA") and will be available for inspection at the FSA Document Viewing Facility, which is situated at the FSA (The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS; Tel: 020 7066 1000).
Terms and conditions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
For further information:
Aricom plc
Charles Gordon, Investor Relations Officer +44 (0) 20 7201 8939
Heather Williams, Company Secretary
Canaccord Adams Limited +44 (0)20 7050 6500
Robert Finlay
Mike Jones
Guy Blakeney
Morgan Stanley & Co. Limited +44 (0) 20 7425 8000
Peter Bacchus
Richard Allan
Laurence Hopkins
Abchurch PR +44 (0) 20 7398 7700
Charlie Jack
George Parker
Canaccord Adams, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aricom and no-one else in connection with the Offer and will not be responsible to anyone other than Aricom for providing the protections afforded to clients of Canaccord Adams nor for providing advice in relation to the Offer or any matter related to the Offer.
Morgan Stanley & Co. Limited is acting exclusively for Aricom and no-one else in connection with the Offer and will not be responsible to anyone other than Aricom for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the Offer or any other 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.