Cornish Metals Regulatory News (TIN)

23 May 2008 15:28

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,

INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

23 May 2008

Recommended acquisition

 of 

Tinopolis PLC ("Tinopolis") 

by 

Red Dragon Acquisitions Limited ("Bidco"), 

a company formed and controlled by investment partnerships advised by 

Vitruvian Partners LLP

Posting of Scheme Document

On 9 May, the Independent Director of Tinopolis and the board of Bidco announced the terms of a recommended acquisition of the entire issued and to be issued share capital of Tinopolis by Bidco. The acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006.

The board of Tinopolis is pleased to announce that the scheme document (the "Scheme Document") which sets out, amongst other things, the full terms and conditions of the Scheme has been posted to Tinopolis Shareholders today. Copies of the Scheme Document have also been posted to holders of options and awards under the Tinopolis Share Schemes and holders of Warrants for their information only.

A Court Meeting and General Meeting of Tinopolis are scheduled for 16 June 2008. Notices of the Court Meeting and General Meeting are set out in the Scheme Document

The Scheme Document is available for inspection during normal business hours on any weekday (public holidays excepted) at the registered offices of Eversheds LLP of 1 Wood Street, London EC2V 7WS up to and including the Effective Date of the Scheme or the date that the Scheme lapses or is withdrawn, whichever is earlier.

The anticipated timetable of principal events is as follows:

The Court Meeting and General Meeting will be held at the offices of Eversheds LLP, 1 Wood Street, London, EC2V 7WS. The Scheme and the Capital Reduction will also require the subsequent sanction and confirmation by the Court.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 9 May 2008 and the Scheme Document. Copies of the Scheme Document have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:  The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Enquiries

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for Bidco as financial adviser in relation to the potential Acquisition and is not acting for any other person in relation to the potential Acquisition. KPMG Corporate Finance will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.

Investec which is authorised and regulated by the Financial Services Authority is acting exclusively for Tinopolis and no-one else as financial adviser in relation to the potential Acquisition. Investec will not be responsible to anyone other than Tinopolis for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.

The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Acquisition will not be made available, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made available directly or indirectly in or into Canada, Australia or Japan and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement, the Scheme Document and the Forms of Proxy are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this press announcement, the Scheme Document and the Forms of Proxy (including without limitation custodians, nominees and trustees) must not mail, forward, distribute or send them in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction

The Acquisition will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. 

Cautionary note regarding forward looking statements

This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Tinopolis, the Acquisition and/or certain plans and objectives of the boards of Tinopolis and Bidco with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of Tinopolis and Bidco in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although Tinopolis and Bidco believe that the expectations reflected in such forward-looking statements are reasonable, Tinopolis and Bidco can give no assurance that such expectations will prove to have been correct and Tinopolis and Bidco therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this document.

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 Tinopolis, all ''dealings'' in any ''relevant securities'' of Tinopolis (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 business day following the date of the relevant transaction. This requirement will continue until the date on which an 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 Tinopolis, 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 Tinopolis by Bidco, or by any of their respective ''associates'', must 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 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 quotations marks are defined in the City Code, which can also be found on the Panel's website at www.thetakeoverpanel.org.uk. If you are in any doubt as to the application of Rule 8 to you or whether or not you are required to disclose a ''dealing'' under Rule 8, you should consult the Panel.