TIDMTTM TIDMENK
RNS Number : 6786O
DMCI Holdings Inc.
15 October 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
15 October 2012
RECOMMENDED CASH OFFER
for
ENK PLC ("ENK" or the "Company")
by
DMCI Holdings, Inc. ("DMCI") and D&A Income Limited
("D&A") (together the "Joint Offerors")
Extension of the Offer
Introduction
On 24 August 2012, the Joint Offerors made a recommended cash
offer for the entire issued and to be issued share capital of ENK
not already owned by the Joint Offerors or their associates. The
Offer was declared wholly unconditional on 4 September 2012.
Extension of the Offer
The Offer has been extended and will remain open until 1.00 p.m.
(London time) on Monday, 19 November 2012. Acceptances of the Offer
by Shareholders must be received by 1.00 p.m. (London time) on 19
November 2012. Acceptances by CDI Holders must be received by 7.00
p.m. (Sydney time) on 15 November 2012.
If you need assistance in accepting the Offer you should contact
Computershare UK on 0870 889 4064 or Computershare Australia on
1300 609 184 or +61 3 9415 4312, if telephoning from outside
Australia. The Offer Document, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, is also
available on the ENK website (www.enk.co.uk).
Compulsory Acquisition
The Joint Offerors announced on 10 October 2012, the despatch of
formal compulsory acquisition notices (the "Compulsory Acquisition
Notices").
Unless any of the ENK Shareholders who have not to date accepted
the Offer and who do not accept the Offer whilst it remains open
for acceptance, apply to the court and the court orders otherwise,
on the expiry of six weeks from the date of the Compulsory
Acquisition Notices, being 21 November 2012, the ENK Shares held by
those ENK Shareholders who have not accepted the Offer (which will
include the CDI Nominee to the extent that there are CDI Holders
who did not instruct the CDI Nominee to accept the Offer) will be
acquired compulsorily by the Joint Offerors on the same terms as
the Offer. The consideration to which those ENK Shareholders will
be entitled will be held by ENK as trustee on behalf of those ENK
Shareholders (including the CDI Nominee) who have not accepted the
Offer and they will be requested to claim their consideration by
writing to ENK at the end of the six week period. A separate letter
was sent to CDI Holders on 12 October 2012 which explains how their
consideration will be paid to them.
Cancellation of admission to trading on AIM and removal from the
ASX
At the request of the Joint Offerors, the Company has made
applications (i) to the London Stock Exchange for the cancellation
of trading in Shares on AIM and to de-list ENK from AIM and (ii) to
the Australian Securities Exchange for the removal of ENK from, and
therefore the trading of CDIs on, the official list of the ASX. The
cancellation on AIM is expected to take effect at 7.00 a.m. on 16
October 2012. The ASX will suspend quotation of CDIs at the close
of ASX trading on 19 October 2012. ENK will also be removed from
the official list of ASX.
In addition the Joint Offerors may re-register ENK as a private
company.
Following the cancellation and removal of ENK's listings, any
transaction in ENK Shares would need to be negotiated privately
directly between the buyer and seller.
Enquiries:
Evercore Partners (financial advisor to the Joint Offerors)
Stephen CuUnjieng Tel: +852 3983 2600
Edward Banks Tel: +44 20 7653 6000
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Evercore Partners, through Evercore Asia and Evercore
International, is acting exclusively for the Joint Offerors and no
one else in connection with the Offer and for DMCI and no one else
in connection with the consortium arrangements with D&A in
relation to the Offer and will not be responsible to anyone other
than the Joint Offerors and DMCI for providing the protections
afforded to clients of Evercore Partners or for providing advice in
connection with the Offer, the consortium arrangements or any
matter referred to herein. Evercore Asia is licensed by the Hong
Kong Securities and Futures Commission. Evercore International is
authorised and regulated in the United Kingdom by the Financial
Services Authority.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer has been made solely
by means of the Offer Document, the Form of Acceptance and the CDI
Acceptance Forms, which contain the full terms and Conditions of
the Offer, including details of how the Offer may be accepted. Any
acceptance or other response to the proposals should be made on the
basis of the information in the Offer Document.
The Offer is not subject to the City Code or the jurisdiction of
the Takeover Panel and this announcement has not been prepared for
the purposes of complying with the City Code.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law, the
Joint Offerors disclaim any responsibility or liability for the
violation of such restrictions by such person.
Unless otherwise determined by the Joint Offerors, and permitted
by applicable law and regulation, the Offer has not been made,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and the
Offer is not capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Offer.
The availability of the Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
If you are a resident of the United States, please read the
following:
In accordance with normal UK market practice, the Joint
Offerors, or their nominees, or their brokers (acting as agents)
may from time to time make certain purchases of, or arrangements to
purchase, Ordinary Shares, 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.
Any information about such purchases will be disclosed as required
in the United Kingdom.
Forward Looking Statements
This announcement contains statements about the Joint Offerors
and ENK that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of either of the Joint
Offerors' or ENK's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
either of the Joint Offerors' or ENK's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. The Joint
Offerors disclaim any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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