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9 Jan 2009 13:17
Aricom Plc
LSE: ORE
FOR IMMEDIATE RELEASE
9 January 2009
Statement re Possible Offer
Aricom plc ("Aricom" or the "Company") notes the recent share price movement and confirms that it is in preliminary discussions with Peter Hambro Mining Plc ("Peter Hambro") which may or may not lead to an all share offer being made for the Company at a substantial premium to the current share price.
There is no certainty that any offer will be forthcoming. A further announcement will be made in due course as appropriate.
Number of Relevant Securities in Issue:
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the 'Code'), the Company's issued share capital consists of 1,182,863,763 ordinary shares with a nominal value of £0.001 pence each ('Ordinary Shares'), each share having equal voting rights. The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 1,182,863,763.
There are also 133,000,000 unexercised warrants over Ordinary Shares outstanding.
The ISIN number of the Ordinary Shares is GB0033990283. The ISIN number of the warrants is GB00B1XF5K38.
For further information please contact:
Charlie Gordon, Investor Relations Officer Tel: +44 (0) 20 7201 8939
Aricom plc www.Aricom.plc.uk
Mike Jones / Robert Finlay Tel: +44 (0) 20 7050 6500
Canaccord Adams Limited,
Joint Financial Adviser to Aricom plc
Peter Bacchus / Richard Allan / Laurence Hopkins Tel: +44 (0) 20 7425 8000
Morgan Stanley & Co Limited
Joint Financial Adviser to Aricom plc
Canaccord Adams Limited ("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 any possible 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 any possible Offer, the contents of this announcement or any other matter referred to herein.
Morgan Stanley & Co Limited ("Morgan Stanley") is acting exclusively for Aricom and no one else in connection with any possible Offer and will not be responsible to anyone other than Aricom for providing the protections afforded to clients of Morgan Stanley, nor for providing advice in relation to any possible Offer, the contents of this announcement or any other matter referred to herein.
Dealing disclosures requirements:
Under the provisions of Rule 8.3 of the Takeover Code (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 the Company or Peter Hambro all 'dealings' in any 'relevant securities' of that company by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel on Takeovers and Mergers ('Panel') 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 any offer for the Company 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' of the Company or Peter Hambro, 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 Code, all 'dealings' in 'relevant securities' of the Company or Peter Hambro, by the Company or by Peter Hambro, or by any of their respective 'associates', must also be disclosed by no later than 12.00 noon(London time) on the 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 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 contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).
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