TIDMRKKI TIDMCHX
RNS Number : 6318U
Ruukki Group PLC
19 October 2010
13.00 London, 15.00 Helsinki, 19 October 2010 - Ruukki Group
Plc, Stock Exchange Release
RECOMMENDED CASH OFFER FOR CHROMEX MINING PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION INCLUDING THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN
19 October 2010
RECOMMENDED CASH OFFER
by
Synergy Africa Limited
(a company 51 per cent. owned by Ruukki Group Plc and 49 per
cent. owned by Kermas Limited)
for
Chromex Mining Plc
Posting of Offer Document
Further to the announcement made on 30 September 2010 regarding
the recommended cash offer to be made by Synergy Africa Limited
("Synergy Africa") a company 51 per cent. owned by Ruukki Group Plc
("Ruukki") and 49 per cent. owned by Kermas Limited ("Kermas"), to
acquire the entire issued and to be issued share capital of Chromex
Mining plc ("Chromex") (the "Offer") and to acquire all issued
warrants giving the right to subscribe for shares in Chromex (the
"Warrant Offer") to which the Warrant Offer relates, Ruukki
announces that the offer document containing full terms of, and
conditions to, the Offer and the Warrant Offer, (the "Offer
Document") was yesterday posted to holders of Chromex shares and
warrants, together with the Offer Form of Acceptance and the
Warrant Form of Acceptance (as applicable).
Included in the Offer Document is the following statement which
has not been published previously by Ruukki in respect of material
change in the trading and financial position of Ruukki. This
statement is required under Rule 24.2 of the UK City Code on
Takeovers and Mergers. Ruukki expects that the circular to Ruukki
shareholders in respect of the Related Party Transaction, which to
be published in due course, will include a similar statement.
For the period since 30 June 2010 to 31 August 2010, while
Ruukki's revenues have been up on the comparable period in 2009
supported by higher ferrochrome prices and a product mix more in
favour of ultra-low carbon ferrochrome, the operating loss widened
from an unaudited EUR2.4 million to an unaudited EUR3.3 million.
This was due to two main factors: (i) an increase in depreciation
and overhead costs relating to a new furnace at Mogale; and (ii) a
current reduction in volumes at Mogale resulting from some capacity
not in operation at the present time as a result of an industrial
dispute in the area where Mogale operates. The combined impact of
these two factors more than outweighed the higher ferrochrome price
impact.
The Offer and Warrant Offer will initially be open until 1.00pm
(London time) on 8 November 2010.
To accept the Offer in respect of the Chromex Shares held in
certificated form, and the Chromex Warrant Offer in respect of the
Chromex Warrants held in certificated form, Chromex Shareholders
and Chromex Warrantholders should complete, sign and return the
Offer Form of Acceptance and/or the Warrant Offer Form of
Acceptance (as applicable), which accompany the Offer Document
together with their share certificate(s) and/or warrant
certificates (as applicable), in accordance with the instructions
contained therein and set out in the Offer Document, as soon as
possible and, in any event, so as to be received by Capita
Registrars Limited, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by no later than 1.00pm (London time)
on 8 November 2010.
To accept the Offer in respect of Chromex Shares held in CREST,
and the Warrant Offer in respect of Chromex Warrants held in CREST,
Chromex Shareholders and Warrantholders should follow the procedure
for electronic acceptance through CREST in accordance with the
instructions set out in the Offer Document so that the TTE
Instruction settles as soon as possible and, in any event, by no
later than 1.00pm (London time) on 8 November 2010.
A copy of this Offer Document together with the information
incorporated by reference into it, the Offer Form of Acceptance and
the Warrant Offer Form of Acceptance will be available, subject to
certain restrictions relating to persons resident in the United
States, Australia, Canada and Japan on Ruukki's website,
www.ruukkigroup.fi, and Chromex's website, www.chromexmining.co.uk,
from the date of the Offer Document, being 18 October 2010, until
the end of the Offer Period.
Terms defined in the Offer Document have the same meaning in
this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement will be published on the following websites:
www.chromexmining.co.uk and www.ruukkigroup.fi
For further information please contact:
Ruukki Group Plc / Synergy Africa Limited
Danko Koncar Tel: +44 (0) 20 7376 1175
Alex Buck, IR Tel: +44 (0)7932 740 452
Investec Bank plc (financial advisers to Ruukki and Synergy
Africa)
David Currie Tel: +44(0)20 7597 5970
Patrick Robb
Daniel Adams
Stephen Cooper
Pelham Bell Pottinger (PR advisers to Ruukki and Synergy
Africa)
Charles Vivian Tel: +44 (0)20 7861 3126
James MacFarlane Tel: +44 (0)20 7861 3864
Chromex Mining plc
Russell Lamming Tel: +44 (0) 7810 870587
Brian Moritz Tel: +44 (0) 7976 994300
Panmure Gordon (UK) Limited (financial advisers to Chromex)
Dominic Morley Tel: +44 (0) 20 7459 3600
Callum Stewart
Grishma Patel
St Brides Media & Finance (PR advisers to Chromex)
Hugo de Salis Tel: +44 (0) 20 7236 1177
The Chromex Directors accept responsibility for the information
contained in this Announcement relating to the Chromex Group,
themselves and their immediate families and connected persons. The
Synergy Africa Directors, the Ruukki Directors and the Kermas
Directors each accept responsibility for all of the other
information contained in this Announcement. To the best of the
knowledge and belief of the Synergy Africa Directors, the Ruukki
Directors, the Kermas Directors and the Chromex Directors (who have
taken all reasonable care to ensure that such is the case) the
information contained in this Announcement for which they are
respectively responsible is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Ruukki and Synergy Africa and no one else in
connection with the Offer and the Warrant Offer and will not be
responsible to anyone other than Ruukki and Synergy Africa for
providing the protections afforded to clients of Investec Bank plc
or for providing advice in connection with the Offer and the
Warrant Offer.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Chromex and no one else in connection with
the Offer and the Warrant Offer and will not be responsible to
anyone other than Chromex for providing the protections afforded to
clients of Panmure Gordon (UK) Limited or for providing advice in
relation to the Offer and the Warrant Offer.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This Announcement
has been prepared in accordance with English law and the Code and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer, the
Warrant Offer or otherwise. The Offer and the Warrant Offer will be
made solely by means of the Offer Document, an advertisement to be
published in the London Gazette and the London edition of the
Financial Times, and the Form of Acceptance (in respect of Chromex
Shares in certificated form) and the Warrant Offer Form of
Acceptance(in respect of the Chromex Warrants in certificated
form), which will contain the full terms and conditions of the
Offer and the Warrant Offer, including details of how the Offer and
the Warrant Offer may be accepted. Any acceptance or other response
to the Offer or the Warrant Offer should be made only on the basis
of the information in the Offer Document and the Form of Acceptance
(in the case of Chromex Shares in certificated form) and the
Warrant Offer Form of Acceptance(in respect of the Chromex Warrants
in certificated form) (as applicable).
Unless otherwise determined by Synergy Africa and permitted by
applicable law and regulation, the Offer and the Warrant Offer will
not be made, directly or indirectly, in or into, or by the use of
the mail or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or
foreign commerce, or any facility of a national securities
exchange, of a Restricted Jurisdiction (including the United
States, Canada, Australia or Japan) and the Offer and the Warrant
Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this Announcement (including,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer
and the Warrant Offer. The availability of the Offer and the
Warrant Offer to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons
who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
Under Rule 8.3(a) of the Code, any person who is "interested" in
1 per cent. or more of any class of "relevant securities" of an
offeree company or of any paper 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
paper 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 paper 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 paper
offeror is first identified. Relevant persons who "deal" in the
"relevant securities" of the offeree company or of a paper 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 per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person "deals" in any relevant
securities of the offeree company or of any paper 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 paper offeror, 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 paper
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 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.
If you are in any doubt as to whether you are required to make an
"Opening Position Disclosure" or a "Dealing Disclosure", you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website.
Copies of this Announcement can be found at Ruukki's and
Chromex's websites at www.ruukkigroup.fi and
www.chromexmining.co.uk respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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