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Offer Update

28 Aug 2007 07:03

Harvard Bidco28 August 2007 28 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR ANY OTHER RESTRICTED JURISDICTION Announcement For Immediate Release Recommended Final Cash Offer by Harvard Bidco Limited for Premier Asset Management PLC Declared Wholly Unconditional Harvard Bidco announces that all of the conditions to the Final Offer have nowbeen satisfied or waived and accordingly that the Final Offer is declared whollyunconditional. As at 1.00 p.m. on 24 August 2007, valid acceptances of the Final Offer had beenreceived in respect of a total of 8,272,928 Premier Shares, representingapproximately 53.85 per cent. of the existing issued share capital of Premier ("Valid Acceptances"). As at 1.00 p.m. on 24 August 2007, Harvard Bidco held, or had conditionallyagreed to acquire, 2,728,505 Premier Shares in aggregate representingapproximately 17.76 per cent. of the existing issued share capital of Premier,being shares acquired in the market by Harvard Bidco on 30 and 31 July 2007 andpursuant to the Exchange and Subscription Agreement. Accordingly, as at 1.00 p.m. on 24 August 2007, Harvard Bidco held, or hadconditionally agreed to acquire, or had received Valid Acceptances in respectof, an aggregate of 11,001,433 Premier Shares, representing approximately 71.62per cent. of the existing issued share capital of Premier. The next closing date of the Final Offer is 1 p.m. on 11 September 2007 and willtherefore remain open for acceptance until that time. Harvard Bidco willdetermine on the next closing date whether to keep the Final Offer open foracceptance beyond that date or to close the Final Offer for acceptance at thattime. Premier Shareholders who wish to accept the Final Offer, but have not yetdone so, are strongly encouraged (in the case of Premier Shares which are notheld in CREST) to complete and return a Form of Acceptance or (in the case ofPremier Shares held in uncertificated form (that is, held in CREST)) follow theinstructions set out in the Offer Document. Settlement of the consideration under the Final Offer in respect of acceptancesvalid and complete in all respects and received no later than close of businesstoday will be despatched on or before 11 September 2007 and within 14 days ofthe date of receipt in respect of further acceptances which are complete in allrespects. In addition, on 23 August 2007 Harvard Bidco entered into a call option (the "Call Option") with Mr John Eckersley pursuant to which Harvard Bidco has theright to acquire 394,802 Premier Shares (representing approximately 2.57 percent. of the existing issued share capital of Premier) (the "Option Shares") onany date from 3 September 2007 to 20 September 2007 unless the Option Shareshave been validly accepted into the Final Offer prior to such date. Further, Premier has notified Harvard Bidco that it has received irrevocablenotices from the relevant holders to exercise options, and assent the resultingshares to the Final Offer, in respect of 2,483,252 Premier Shares granted underthe Premier Share Schemes. Following exercise of such options, (and subsequentacceptance of the Final Offer), and assuming exercise of the Call Option,Harvard Bidco will hold, or have conditionally agreed to acquire, or receivedValid Acceptances in respect of, an aggregate of 14,240,893 Premier Shares,representing approximately 78.22 per cent. of the fully diluted share capital ofPremier. Of the Valid Acceptances, acceptances relating to an aggregate of124,620 Premier Shares, representing approximately 0.81 per cent. of theexisting issued share capital of Premier, had been received from persons actingin concert with Harvard Bidco. On the basis of information available from acceptances, and confirmationsreceived by Harvard Bidco from those Premier Shareholders who gave irrevocableundertakings, or a letter of intent, to accept the Final Offer: • of the Valid Acceptances, an aggregate of 4,480,424 Premier Shares,representing approximately 29.17 per cent. of the existing issued share capitalof Premier, were subject to irrevocable undertakings to accept the Final Offerprocured by Harvard Bidco prior to the announcement of the Final Offer; and • of the Valid Acceptances, 550,000 Premier Shares, representingapproximately 3.58 per cent. of the existing issued share capital of Premier,were subject to a non-binding letter of intent to accept the Final Offerprocured by Harvard Bidco prior to the announcement of the Final Offer. Full details of the irrevocable commitments procured by Harvard Bidco were setout in the Offer Document dated 20 July 2007. Valid Acceptances have now beenreceived pursuant to all of these irrevocable undertakings. Save as set out in this announcement or in the Offer Document, as at the date ofthis announcement neither Harvard Bidco nor, so far as Harvard Bidco is aware,any person acting or deemed to be acting in concert with Harvard Bidco has anyinterest in any Premier Shares or in any securities convertible or exchangeableinto Premier Shares ("Relevant Premier Securities") or has any rights tosubscribe for Relevant Premier Securities or holds any short position inrelation to Relevant Premier Securities (whether conditional or absolute andwhether in the money or otherwise), including any short position under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery, or has borrowed or lent anyRelevant Premier Securities (save for borrowed Premier Shares which have beeneither on-lent or sold). Following such time as Harvard Bidco has by virtue of its shareholdings andacceptances of the Final Offer acquired, or agreed to acquire, issued sharecapital representing at least 75 per cent. of the voting rights of PremierShares, Harvard Bidco intends to procure that Premier applies to the LondonStock Exchange for the cancellation of the admission to trading of PremierShares on AIM. This cancellation will take effect not less than 20 business daysfollowing Harvard Bidco attaining 75 per cent or more of the voting rights asdescribed above. Delisting will significantly reduce the liquidity andmarketability of any Premier Shares not acquired by Harvard Bidco. It is alsoproposed that, after the Premier Shares are delisted, Premier will bere-registered as a private company in due course. Words and expressions which are defined in the Offer Document apply to thisannouncement unless otherwise indicated. Enquiries: Harvard Bidco Telephone: +44 (0)14 8340 0402Mike O'Shea Numis (financial adviser to Telephone: +44 (0)20 7260 1000Harvard Bidco)Lee Aston, Corporate FinanceChris Wilkinson, Corporate Broking Investor Relations Telephone: +44 (0)20 7758 2230Jo Stonier and Eleanor Mitchell ofQuill Communications Premier Telephone: +44 (0)7778 213 337Roger Wood Altium (financial adviser to Telephone: +44 (0)20 7484 4040Premier)Ben ThorneNick Tulloch Electra Partners LLP Telephone: +44 (0)20 7153 1530Nick Miles of M:Communications Numis, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Harvard Bidco and no one else in connection with theFinal Offer and will not be responsible to anyone other than Harvard Bidco forproviding the protections afforded to clients of Numis nor for giving advice inrelation to the Final Offer or any matter or arrangement referred to in thisannouncement. Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Premier in connection with the Final Offer and for no oneelse in connection with the Final Offer and will not be responsible to anyoneother than Premier for providing the protections afforded to clients of Altiumor for giving advice in relation to the Final Offer or any matter or arrangementreferred to in this announcement. The distribution of this announcement in jurisdictions other than the UnitedKingdom and the availability of the Final Offer to Premier Shareholders who arenot resident in and citizens of the United Kingdom may be affected by the lawsof relevant jurisdictions in which they are located or of which they arecitizens. Therefore any persons who are subject to the laws of any jurisdictionother than the United Kingdom or Premier Shareholders who are not resident in orcitizens of the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. The Final Offer is not being, and will not be, made, directly or indirectly, inor into or by the use of the mails of, or by any other means or instrumentality(including, without limitation, electronic mail, facsimile transmission, telex,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or any facility of a national state or other securitiesexchange of any Restricted Jurisdiction and will not be capable of acceptance byany such use, means, instrumentality or facility or from within any RestrictedJurisdiction. Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed, transmitted or otherwise forwarded, distributedor sent in, into or from any Restricted Jurisdiction and persons receiving thisannouncement (including, without limitation, custodians, nominees and trustees)should observe these restrictions and must not mail or otherwise forward,distribute or send it in, into or from such jurisdiction. Doing so may renderany purported acceptance of the Final Offer invalid. Any person (including,without limitation, any custodian, nominee and trustee) who would, or otherwiseintends to, or who may have a contractual or legal obligation to, forward thisannouncement and/or the Offer Document and/or any other related document to anyjurisdiction outside the United Kingdom should read paragraph 7 of Part B ofAppendix I to the Offer Document. This information is provided by RNS The company news service from the London Stock Exchange
Date   Source Headline
13th Sep 20071:53 pmRNSHolding in Company
12th Sep 20079:20 amRNSRecommended Final Cash Offer
10th Sep 20077:02 amRNSCancellation of Admission
4th Sep 20076:42 pmRNSRule 8.3- Premier Asset Manag
31st Aug 20074:15 pmRNSTotal Voting Rights
31st Aug 20073:50 pmRNSResignation and Add. Listing
28th Aug 20077:03 amRNSOffer Update
24th Aug 20071:36 pmRNSRule 8.1- Premier Asset
23rd Aug 20076:21 pmRNSHolding in Company
23rd Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
23rd Aug 200710:00 amRNSRule 8.3- Premier Asset Man.
22nd Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
21st Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
20th Aug 20074:18 pmRNSOffer Update
20th Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
20th Aug 20078:42 amRNSAIM Rule 26
17th Aug 200712:55 pmRNSOffer Update
17th Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
15th Aug 20072:06 pmRNSHolding(s) in Company
15th Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
13th Aug 200712:00 pmRNSRule 8.3- Premier Asset Man.
13th Aug 20077:01 amRNSLevel of Acceptances
10th Aug 200711:30 amRNSRule 8.3- Premier Asset Man.
9th Aug 20075:34 pmRNSEPT Disclosure
7th Aug 200712:25 pmRNSRule 8.3-Premier Asset Mngmnt
6th Aug 20072:08 pmRNSResult of EGM
6th Aug 20079:03 amRNSRule 8.3-Premier Asset Manag.
2nd Aug 200711:56 amRNSHolding in Company
1st Aug 20075:02 pmRNSHolding in Company
1st Aug 20074:17 pmRNSRule 8.3-Premier Asset Manag.
1st Aug 20072:49 pmRNSRule 8.3- Premier Asset Man.
1st Aug 200710:49 amRNSRule 8.1- Premier Asset Mgt
31st Jul 20071:23 pmRNSRule 8.3- Premier Asset Man.
31st Jul 200711:28 amRNSRule 8.1- Premier Asset Mgt
31st Jul 200711:05 amRNSre: Premier Asset Management
30th Jul 20076:20 pmRNSResponse to Water Hall Group
30th Jul 20075:57 pmRNSEPT Disclosure
30th Jul 20079:00 amRNSOffer for Premier Asset Man.
27th Jul 20072:14 pmRNSRule 8.3-Premier Asset-Amd
27th Jul 200711:56 amRNSRule 8.3-Premier Asset-Amend
27th Jul 200711:00 amRNSRule 8.3- Premier Asset Man.
27th Jul 200710:58 amRNSRule 8.3-Premier Asset Manag
27th Jul 200710:57 amRNSRule 8.3- Premier Asset Man.
27th Jul 200710:55 amRNSRule 8.3- Premier Asset Manag
25th Jul 200711:18 amRNSRule8.3-Premier Asset-Replace
25th Jul 200710:35 amRNSRule8.3-Premier Asset-Replace
20th Jul 20075:22 pmRNSEPT Disclosure
20th Jul 20074:34 pmRNSOffer Document Posted
18th Jul 20075:14 pmRNSEPT Disclosure
18th Jul 20079:28 amRNSEPT Disclosure

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