TIDMARMS
RNS Number : 4464P
Asia Coal Energy Ventures Limited
08 June 2015
Monday 8 June, 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
CASH OFFER
for
Asia Resource Minerals plc ("ARMS")
by
Asia Coal Energy Ventures Limited ("ACE")
OFFER PRICE INCREASE AND IRREVOCABLE UNDERTAKING TO ACCEPT OFFER
FROM THE HONOURABLE NATHANIEL ROTHSCHILD
1. Key Points
Further to its announcement of 7 May 2015 and subsequent
announcements, ACE is pleased to announce:
-- Offer Price increased from 41 pence per ARMS Share to 56 pence per share;
-- Irrevocable undertaking to accept Offer in respect of
41,468,035ARMS Shares in aggregate received from The Honourable
Nathaniel Rothschild and NR Holdings.
2. Offer Price Increase
ACE is increasing the Offer Price from 41 pence per ARMS Share
to 56 pence per share for the entire issued and to be issued
ordinary share capital of ARMS not already owned by ACE and ASML,
which revised Offer Price represents:
-- a 273.3 per cent. premium to the Closing Price and a 307.0
per cent. premium to the 30-day volume weighted average price, in
each case as at 13 April 2015, the last Business Day prior to the
commencement of the offer period; and
-- an increase of 36.6 per cent to the original Offer Price of 41 Pence per ARMS Share.
3. Mr Rothschild Irrevocable Undertaking
ACE and Sinar Mas Multiartha have received an irrevocable
undertaking from Mr Rothschild and NR Holdings, pursuant to which
they have conditionally undertaken to accept the Offer in respect
of 41,468,035 ARMS Shares in aggregate which represent 17.21 per
cent of the existing issued ARMS Shares.
Among other matters, Mr Rothschild and NR Holdings also
undertake as follows:
(a) not to seek to progress or assist ARMS with respect to the ARMS Recapitalisation;
(b) not to seek to stop or impede the Restructuring (as defined
in ACE's announcement of 29 May 2015);
(c) not to seek to stop or impede the convening of the Rule 16
General Meeting or the proposed public statement of the independent
financial adviser to the Company that, in its opinion, the terms of
the RBI Loans Acquisition are fair and reasonable for the purpose
of Note 2 on Rule 16.1 of the Code;
(d) if Mr Rothschild and NR Holdings are or become eligible to
vote at the Rule 16 General Meeting, to vote in favour of the Rule
16 General Meeting Resolution and to vote against any resolution
which may, among other matters, prevent or impede the passing of
the Rule 16 General Meeting Resolution;
(e) if the Offer becomes or is declared unconditional in all
respects, not for a period of two years from the date on which the
Offer becomes or is declared unconditional in all respects (the
"Unconditional Date"), whether alone or acting jointly with any
other person or persons, and Mr Rothschild and NR Holdings shall
procure that their affiliates and persons acting in concert with
them shall not for a period of two years from the Unconditional
Date, whether alone or jointly with any other person or persons, to
do any of the following:
(i) by purchase or otherwise and whether directly or indirectly,
acquire, offer to acquire, or cause another person to offer to
acquire, or agree to acquire ownership or options to acquire
ownership of, any shares or other securities or other investments
in ARMS and/or any member of the ARMS Group including without
limitation Berau, Berau Capital Resources Ptd Ltd and Berau Coal or
any of their respective subsidiaries or affiliates (together the
"ARMS Group") (and the definition of "ARMS Group" for the purposes
of the Mr Rothschild Irrevocable Undertaking shall be deemed to
include Berau, Berau Capital Resources Ptd Ltd and Berau Coal or
any of their respective subsidiaries or affiliates even if those
companies cease to be or (if not in existence at the date of the
undertaking) are not subsidiaries or subsidiary undertakings of
ARMS) (or any interest therein) or act in concert with any person
which so acquires, offers to acquire or agrees to acquire any such
shares or other securities or other investments, or otherwise seek
to influence or control the management or policies of ARMS or any
other company in the ARMS Group; or
(ii) make, or cause another person to make, any public
announcement or statement with respect to, or submit any proposal
for, or which raises or confirms the possibility of, a transaction
or arrangement between (i) Mr Rothschild and NR Holdings and any of
their affiliates and persons acting in concert with them and (ii)
ARMS or any other companies in the ARMS Group or any holder of
shares, securities or investments in any such company (including,
but not limited to, any offer, possible offer, partial offer or
irrevocable commitment); or
(iii) enter into any agreement (whether orally or otherwise)
with any holder of shares or other securities or other investments
in ARMS and/or any member of the ARMS Group concerning the ARMS
Group or its shares or securities or other investments or any
transaction or arrangement with or concerning the ARMS Group or its
shares or securities or other investments; or
(iv) directly or indirectly, acquire, offer or enter into any
agreement to acquire from any person any of the shares, securities,
investments, assets, liabilities and/or undertakings of any member
of the ARMS Group in anticipation of or in connection with the
acquisition or proposed acquisition by that person of an interest
in any shares or securities or investments in any company in the
ARMS Group; or
(v) enter into any agreement or arrangement or permit any
agreement or arrangement to be entered into or participate in,
support, encourage or otherwise play any part whatsoever in
(whether directly or indirectly) or incur any obligation or permit
any obligation to arise or announce any intention in relation to
any of the following:
(aa) in relation to, or operating by reference to, shares or
other securities of or investments in ARMS or any company in the
ARMS Group; or
(bb) to do (or take any step in contemplation or in furtherance
of) all or any of the acts referred to in paragraph (e) (i) to (v)
above (inclusive);
and references in this paragraph (e) (v) to any agreement,
arrangement or obligation include any such agreement, arrangement,
intention or obligation whether or not subject to any conditions or
which is to take effect upon or following the Offer becoming or
being declared unconditional in all respects.
The Mr Rothschild Irrevocable Undertaking is conditional upon
(a) the posting of the Offer Document by no later than 11 June 2015
(being the date agreed with the Panel, or such other date as agreed
with the Panel); and (b) the offer price set out in the Offer
Document being 56 pence per ordinary share. In the event of either
of such conditions failing to be satisfied by the appropriate date
mentioned above or if the Offer is withdrawn or lapses, the Mr
Rothschild Irrevocable Undertaking will automatically lapse and be
of no further force or effect and no party to it shall have any
claim against any other, save in respect of any prior breach of the
undertaking.
The Mr Rothschild Irrevocable Undertaking provides as follows
with respect to the "interests" (as defined in Part 22 of the
Companies Act) in the securities (including securities convertible
thereto, rights to subscribe therefor, options (including traded
options) in respect thereof and derivatives referenced thereto and
debt securities) of ARMS as at the date of the Mr Rothschild
Irrevocable Undertaking:
Class of Registered Beneficial Options Derivatives Rights to subscribe
security holder owner (including (including for new securities
and number number of details (whether or
of ARMS Shares shares under of underlying not conditional)
option, security,
the exercise maturity
period, date and
exercise reference
price and price)
date of
grant)
18,717,500 Forest Nominees Mr Rothschild None None None
ARMS Shares Limited
7,997,084 Chase Nominees Mr Rothschild None None None
ARMS Shares Limited
14,753,451 Forest Nominees NR Holdings None None None
ARMS Shares Limited
Further information on Mr Rothschild and NR Holdings is
contained in the circular and prospectus of ARMS dated 31 March
2015.
4. Financing of the Offer
Under a facility agreement dated 7 May 2015, as supplemented,
Sinar Mas Multiartha has agreed to provide a committed credit
facility in the aggregate amount of GBP135 million for the purpose
of financing the Offer. This credit facility will be available for
drawing for a period of at least 12 months (or such extended period
as may be agreed between the lender and ACE). ACE has the right to
draw on this facility on an unrestricted basis except in the event
that certain insolvency events or a cessation of business event
occurs with respect to ACE.
Hannam & Partners, financial adviser to ACE, has confirmed
that it is satisfied that sufficient financial resources are
available to ACE to enable it to satisfy the cash consideration
payable by ACE under terms of the Offer in full.
Under the Sinar Mas Multiartha Facility Document, it would be an
event of default if there was any substantive change to the terms
and conditions of the Offer and/or the Offer was not being
implemented in accordance with all applicable laws and regulations
or on terms and substantively in the manner previously disclosed by
ACE to Sinar Mas Multiartha. If there was such an event of default,
it would not affect the availability of the financing pursuant to
the Sinar Mas Multiartha Facility Document for the purposes of the
Offer.
5. Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on ACE's website
www.asiacoalenergyventures.com no later than 12 noon on the date of
this announcement in respect of the Mr Rothschild Irrevocable
Undertaking and no later than on the Business Day following the
date of this announcement in respect of the other document listed
below in each case until the Offer closes:
-- The Mr Rothschild Irrevocable Undertaking; and
-- The Sinar Mas Multiartha Facility Document (as supplemented).
Commenting on the increased Offer Price and Mr Rothschild
Irrevocable Undertaking, Fuganto Widjaja, as spokesman for
Sinarmas, said:
"ACE and Sinarmas are delighted to have received this
irrevocable undertaking from the Honourable Nathaniel Rothschild
and NR Holdings. We are grateful to Mr Rothschild for his good
faith and professionalism in all our dealings. Through his efforts
and close cooperation and support from the ARMS Board, additional
value has been obtained for ARMS Shareholders through the increased
price of our Offer. We look forward to working together with Mr
Rothschild and the ARMS Board in order to conclude our Offer
successfully and to resolve the current situation at Berau in
Indonesia. We also look forward to restoring the long term
prospects of the ARMS Group after the restructuring proposed by
ACE."
This announcement should be read in conjunction with, and is
subject to, the full text of ACE's announcement of 7 May 2015 (the
"Announcement") and terms used in this announcement bear the same
meaning as in that Announcement and the following amended and
additional definitions bear the following meanings:
"Offer Price" 56 pence per ARMS Share (in substitution for the
definition of "Offer Price" contained in the Announcement);
"Mr Rothschild" The Honourable Nathaniel Rothschild;
"Mr Rothschild ARMS Shares" the 41,468,035 ARMS Shares in
aggregate held by Mr Rothschild and NR Holdings being the subject
of the Mr Rothschild Irrevocable Undertaking;
"Mr Rothschild Irrevocable Undertaking" the irrevocable
undertaking from Mr Rothschild and NR Holdings to ACE and Sinar Mas
Multiartha dated 7 June 2015 in respect of the Mr Rothschild ARMS
Shares; and
"Sinar Mas Multiartha Facility Document" the facility agreement
dated 7 May 2015, as supplemented, between Sinar Mas Multiartha and
ACE as further described in paragraph 4 of this announcement.
Enquiries:
ACE
Kin Chan
Telephone: +852 2106 0828
Hannam & Partners
(Financial adviser to ACE)
Neil Passmore
Andrew Chubb
Telephone: +44 20 7907 8500
Buchanan
(PR adviser to ACE)
Bobby Morse
Gordon Poole
Telephone: +44 20 7466 5000
Further information
Hannam & Partners, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to ACE and no one else in
connection with the Offer and will not be responsible to anyone
other than ACE for providing the protections afforded to clients of
Hannam & Partners, nor for providing advice in relation to the
Offer or any other matters referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to acquire or sell or an invitation to sell or subscribe for or
purchase any securities or the solicitation of an offer to sell or
subscribe for or purchase any securities in any jurisdiction
pursuant to the Offer or otherwise nor should any part of it form
part of, or be relied on, in connection with any contract or
investment decision relating thereto, nor does it constitute a
recommendation regarding the securities of any company in ARMS
Group. The Offer will be made solely through the Offer Document,
which will contain the full terms and conditions of the Offer
(including details on how to accept the Offer). Any response in
relation to the Offer should be made only on the basis of the
information contained in the Offer Document and the Form of
Acceptance or any other document by which the Offer is made. ARMS
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched. This
announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by,
or otherwise subject to, the laws and regulations of those
jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such laws or regulations. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. It is the responsibility of each such person
to satisfy himself as to the full observance of the laws and
regulations of each relevant jurisdiction, including the obtaining
of any governmental or other consents which may be required to be
observed and the payment of any taxes or fees in such
jurisdictions.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed is not
the same as would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of Restricted
Jurisdictions. Unless otherwise determined by ACE or required by
the Code and permitted by applicable law and regulation, the Offer
will not be made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without
limitation, by means of telephone, facsimile, internet or other
forms of electronic communication) of interstate or foreign
commerce of, or any facilities of a securities exchange of, any
Restricted Jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by ACE or required by the Code and permitted
by applicable law and regulation, copies of this announcement and
any other related document are not being, and must not be, directly
or indirectly, mailed or otherwise distributed or sent in or into
any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
make invalid any purported acceptance of the Offer by persons in
any such Restricted Jurisdiction.
The availability of the Offer to persons not resident in the UK
may be affected by the laws of jurisdictions other than the UK.
Persons who are subject to the laws of any jurisdiction other than
the UK should obtain professional advice and observe any applicable
requirements.
Reservation of right to elect to use scheme of arrangement
ACE reserves the right to elect, with the consent of the Panel
(if applicable), to implement the proposed acquisition of the
entire issued and to be issued share capital of ARMS not already
owned by ACE by way of a Scheme. In such event the Scheme will be
implemented on substantially the same terms, subject to appropriate
amendments (including as to the statutory voting requirements), as
those which would apply to the implementation of said acquisition
by means of the Offer.
Forward looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of ARMS Group and certain intentions, plans and objectives
of ACE, ASML Group and Sinarmas 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", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other
words of similar meaning.
These statements are based on assumptions and assessments made
by ACE, ASML and Sinarmas in light of their respective experience
and perception of historical trends, current conditions, 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 announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. ACE, ASML and Sinarmas expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any of the information contained in this announcement including
without limitation forward-looking statements contained herein to
reflect any change in ACE's, ASML's or Sinarmas' expectations with
regard thereto or any change in events,
conditions or circumstances on which any such information or
statements are based or to reflect new information, future events
or otherwise, except to the extent required by applicable law, the
Financial Conduct Authority or the Panel on Takeovers and Mergers.
As a result of these factors, the events described in the
forward-looking statements in this announcement may not occur
either partially or at all.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Nothing in this announcement
is intended, or is to be construed, as a profit forecast or a
forecast of earnings per share.
Notice to ARMS Shareholders in the United States
The Offer will be made for securities of a company organised
under the laws of England, and ARMS Shareholders in the United
States should be aware that this announcement, the Offer Document
(or, if applicable, a scheme document) and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code, the applicable rules and regulations of the
Financial Conduct Authority and UK disclosure requirements, format
and style, all of which differ from laws, regulations and rules
generally applicable in the United States. The financial statements
of ACE and ARMS and all financial information that is included in
this announcement, or that may be included in the formal offer
documentation or any other documents relating to the Offer, have
been or will be prepared otherwise than in accordance with US GAAP
and may not be comparable to the financial statements or other
financial information of US companies.
The Offer will be for the securities of a non-US company which
does not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act, subject to the exemptions provided by
Rule 14d-1 under the US Securities Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and laws. In the United States, the Offer will be deemed
made solely by ACE and not by any of its financial advisers.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, ACE or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase of, ARMS Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act
to the extent applicable.
Each ARMS Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the US Securities and Exchange Commission nor any other
United States state securities commission has approved or
disapproved the Offer, or passed judgment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence.
It may be difficult for ARMS Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
or state securities laws, since ACE and ARMS are incorporated under
the laws of countries other than the United States, and some or all
of their officers and directors may be residents of countries other
than the United States. ARMS Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment or jurisdiction.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Opening Position Disclosure
ACE made a public opening position disclosure disclosing the
details required under Rule 8.1(a) and Note 2(a)(i) of Rule 8 of
the Code on 27 April 2015.
Publication on website
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on ACE's website at
www.asiacoalenergyventures.com by no later than 12.00 noon (London
time) on the Business Day following the date of this announcement
and will remain available during the course of the Offer. Neither
the content of the ACE website referred to in this announcement nor
the content of any other website accessible from hyperlinks on
ACE's website are incorporated into, or form part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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