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19 May 2008 07:00
19 May 2008
The Board of GCM Resources plc ("GCM" or the "Company") announces that after market close on the 16th May 2008, it received a preliminary approach from Polo Resources Limited ("Polo") which may or may not lead to an offer being made for the Company.
The approach by Polo is a pre-conditional cash offer for all the issued and to be issued share capital of GCM at 175p per share and is subject to financing. Polo currently owns 29.72% of the issued share capital of GCM.
Discussions are at a preliminary stage and there is no certainty that any offer will be made.
This announcement is made with the consent of Polo.
A further announcement will be made as appropriate.
Enquiries:
JPMorgan Cazenove Limited, Nominated Advisor to GCM
Michael Wentworth-Stanley: +44 (0) 207 588 2828
Steve Baldwin: +44 (0) 207 588 2828
JPMorgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser to GCM and no one else in connection with the possible offer and will not be responsible to anyone other than GCM for providing the protections afforded to clients of JPMorgan Cazenove Limited or for providing advice in relation to the possible offer or any other matters referred to in this release.
Dealing Disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of GCM all "dealings" in any "relevant securities" of GCM (including by means of an option in respect of, or a "derivative" referenced to, any such "relevant securities") must be publicly disclosed 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 GCM, 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 City Code, all "dealings" in "relevant securities" of GCM by Polo or GCM or by any of their respective "associates", must 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 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 City 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, you should consult the Panel.
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