TIDMPOG TIDMORE
RNS Number : 9070M
Peter Hambro Mining PLC
06 February 2009
6 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
Recommended Merger of Peter Hambro Mining and Aricom
Summary
* Following yesterday's announcements of a possible Merger of Peter Hambro Mining
and Aricom and the successful Placing of 16 million Peter Hambro Mining shares
at a price of 450 pence raising approximately US$105 million (before expenses)
and today's announcement that Peter Hambro Mining has agreed to purchase a total
of US$87 million nominal of the Gold Exchangeable Bonds, the Independent Board
Committees are pleased to announce that they have reached agreement on the terms
of a recommended Merger of the two companies by which all of the issued share
capital of Aricom will be acquired by Peter Hambro Mining.
* The Merger will create a mining industry leader in the Far East of Russia with
operations in both gold and iron ore with a pro forma combined market
capitalisation (including the Placing Shares) of approximately US$1.15 billion.
* Following the Merger, the Enlarged Group will be well funded, with a pro forma
unaudited cash balance of approximately US$302 million (with US$25 million
attributable to Peter Hambro Mining, US$257 million attributable to Aricom and
US$15 million attributable to the Placing Proceeds (after deduction of equity
placing fees and the consideration to be paid for the acquisition of 48.3 per
cent. of Peter Hambro Mining's outstanding Gold Exchangeable Bonds)) as at 31
December 2008, and pro forma unaudited net cash of US$5 million as at such date.
* The Merger will enable Peter Hambro Mining to implement its existing strategy of
pursuing near term growth of gold production while allowing for the development
of Aricom's large iron ore assets once project finance and iron ore markets
recover. Peter Hambro Mining will continue to seek to create value for
shareholders and, in line with its recent practice, to provide a return to
shareholders as appropriate in the form of dividends.
* Under the terms of the Merger:
* Aricom Shareholders will receive one fully paid New Peter Hambro Mining Share in
exchange for 16 fully paid Aricom Shares; and
* each Aricom Share is valued at 36.6 pence (using the closing price per Peter
Hambro Mining Share on 4 February 2009 of 585 pence); and
* each Aricom share is valued at 24.9 pence (using the price per Peter Hambro
Mining Share on 8 January 2009 (being the last day prior to the start of the
offer period) of 398 pence.
* Following completion of the Merger and the Placing:
* existing Peter Hambro Mining Shareholders will hold 47.4 per cent. of the
Enlarged Group calculated on an undiluted basis;
* Aricom Shareholders will hold 43.2 per cent. of the Enlarged Group calculated on
an undiluted basis;
* the Placees will hold 9.4 per cent. of the Enlarged Group calculated on an
undiluted basis;
* subject to satisfying eligibility criteria, Peter Hambro Mining intends to make
an application to obtain a primary listing on the Official List as soon as
possible; and
* the Enlarged Group will be led by a team comprising Peter Hambro as Executive
Chairman, Pavel Maslovskiy as CEO and Brian Egan as CFO and the non-executive
directors are expected to be Sir Rudolph Agnew, Sir Malcolm Field, Lord Guthrie,
Peter Hill-Wood and Sir Roderic Lyne.
* Peter Hambro Mining is the second largest producer of gold in Russia, with
attributable gold production in 2008 of c. 393,000 oz and is one of the lowest
cost producers of gold worldwide. Aricom engages in the mining and development
of iron ore deposits and the production and trading of iron ore in the Far East
of Russia to serve the Russian and Chinese markets.
* Peter Hambro Mining has received irrevocable undertakings from each of the
Aricom Directors to vote or procure the vote in favour of the resolutions to be
proposed at the Scheme Court Meeting and the Aricom EGM in respect of their own
beneficial holdings, representing approximately 9.38 per cent. of the existing
issued share capital of Aricom. The undertakings given by the Aricom Directors
cease to be binding if the Scheme is withdrawn, unless Peter Hambro Mining
exercises its right to announce a takeover offer of the entire issued share
capital of Aricom, in which case it shall cease to have effect on the withdrawal
or lapsing of the takeover offer.
* Aricom has received irrevocable undertakings from Pavel Maslovskiy, Peter
Hambro, Sir Rudolph Agnew and Peter Hill-Wood to vote or procure the vote in
favour of the resolutions to be proposed at the Peter Hambro Mining EGM in
respect of their own beneficial holdings (with the exception of any beneficial
holdings which are held by Goldman Sachs as nominee pursuant to a stock lending
agreement).
* Because a number of individuals (including Peter Hambro and Pavel Maslovskiy)
are directors and/or shareholders of both companies, Peter Hambro Mining and
Aricom have each constituted committees of independent directors for the
purposes of the Merger.
* It is intended that the Aricom Shares will be acquired by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
* The Merger is conditional upon, among other things, certain Russian regulatory
conditions being fulfilled to the reasonable satisfaction of Peter Hambro Mining
and Aricom, the passing of resolutions by Peter Hambro Mining Shareholders and
Aricom Shareholders and the sanction of the Court.
* Peter Hambro Mining and Aricom intend to post the Scheme Document as soon as
practicable after the publication of the Aricom 2008 preliminary results and
completion of Peter Hambro Mining's annual production forecast update, both of
which are expected to be published by early to mid-March.
* Sir Rudolph Agnew, Senior Independent Director of Peter Hambro Mining, stated: "Combining Peter Hambro Mining's near term gold production assets with Aricom's
significant available cash resources and iron ore assets will create a mining
industry leader in the Far East of Russia. We believe it offers the opportunity
for a transaction where the whole is substantially greater than the sum of its
parts."
* Sir Malcolm Field, Senior Independent Director of Aricom, stated; "I am confident this merger will deliver significant benefits from combining the
current and prospective gold interests of Peter Hambro Mining with the longer
term development of Aricom's valuable iron ore assets. It will enhance the
market position of the group creating scale and a platform for growth leading to
significant increase in value for shareholders of both companies."
The summary forms part of and should be read in conjunction with
this announcement and Appendices. Appendix I of the announcement sets out the
conditions and principal further terms of the Offer. Appendix II of the
announcement contains information on sources and bases used in the announcement.
Appendix IV of the announcement sets out the holdings of certain Peter Hambro
Mining Directors in Peter Hambro Mining Shares before and after the Placing, and
the Placing Shares which they have agreed to subscribe. .Certain terms used in
the announcement are defined in Appendix V of the announcement.
Investor Contacts: Peter Hambro Mining
Alya Samokhvalova
+44 (0) 20 7201 8900
Investor Contacts: Aricom
Charlie Gordon
+44 (0) 20 7201 8939
JPMorgan Cazenove, financial adviser, nominated adviser, corporate broker, sole
bookrunner, co-lead manager and placing agent to Peter Hambro Mining
Ian Hannam
+44 (0)20 7588 2828
Patrick Magee
+44 (0)20 7588 2828
Joe Seifert
+44 (0) 20 7588 2828
Liberum Capital, financial adviser and Rule 3 adviser to Peter Hambro Mining
Chris Bowman
+44 (0) 20 3100 2228
Clayton Bush
+44 (0) 20 3100 2227
Tom Fyson
+44 (0) 20 3100 2230
Morgan Stanley & Co. Limited, financial adviser and Rule 3 adviser to Aricom
Peter Bacchus
+44 20 7425 8000
Richard Allan
+44 20 7425 8000
Laurence Hopkins
+44 20 7425 8000
Canaccord Adams, financial adviser and corporate broker to Aricom
Robert Finlay
+44 20 7050 6500
Mike Jones
+44 20 7050 6500
Guy Blakeney
+44 20 7050 6500
Merlin, media contacts for Peter Hambro Mining
David Simonson and Tom Randell
+44 (0) 20 7653 6620
Abchurch, media contacts for Aricom
Charlie Jack and George Parker
+44 (0) 20 7398 7700
JPMorgan Cazenove and Liberum Capital, which are authorised and regulated in the
United Kingdom by the Financial Services Authority, are acting exclusively for
Peter Hambro Mining and no-one else in connection with the possible Merger and
will not be responsible to anyone other than Peter Hambro Mining for providing
the protections afforded to clients of JPMorgan Cazenove or Liberum Capital or
for providing advice in relation to the Merger.
Morgan Stanley is acting exclusively for Aricom and no-one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Aricom for providing the protections afforded to clients of
Morgan Stanley nor for providing advice in relation to the possible Merger or
any other matter described in the announcement.
Canaccord Adams is acting exclusively for Aricom and no-one else in connection
with the Merger described in this announcement and will not be responsible to
anyone other than Aricom for providing the protections afforded to clients of
Canaccord Adams nor for providing advice in relation to the possible Merger or
any matter related to the possible Merger.
Canaccord Adams is acting exclusively for Peter Hambro Mining and no-one else in
connection with the Placing referred to in this announcement and described fully
in the Placing announcement and will not be responsible to anyone other than
Peter Hambro Mining for providing the protections afforded to clients of
Canaccord Adams nor for providing advice in relation to the Placing or any
matter relating to the Placing.
The announcement of which the above summary forms part is not intended to, and
does not, constitute or form any part of an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise nor shall
there be any sale, issuance or transfer of the securities referred to in the
announcement in the United States or any jurisdiction in contravention of
applicable law. The Offer will be made solely on the basis of the Scheme
Document, which will contain the full terms and conditions of the Offer. The
Scheme Document will be posted to those shareholders able to receive it in due
course. Any response in relation to the Offer should be made only on the basis
of the information in the Scheme Document. Aricom Shareholders receiving the
formal documentation in relation to the Merger are advised to read it carefully,
once it has been dispatched as it will contain important information.
The availability of the Offer to Aricom Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
The 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. The Offer
will be subject to the applicable rules and regulations of the London Stock
Exchange and the Code. The Offer relates to the shares in an English company
and is proposed to be made by means of a scheme of arrangement provided for
under company law of the United Kingdom. Aricom is not subject to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected
by means of a scheme of arrangement is not subject to the proxy and tender offer
rules under the Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US proxy and
tender offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the financial statements of
US companies. If Peter Hambro Mining exercises its right to implement the Offer
by way of a takeover offer, the Offer will be made in compliance with applicable
US laws and regulations, including applicable provisions of the tender offer
rules under the Exchange Act.
Aricom is organised under the laws of England and Wales. All of the directors of
Aricom are residents of countries other than the United States, and most of the
assets of Aricom are located outside of the United States. Peter Hambro Mining
is organised under the laws of England and Wales. You may not be able to sue
Aricom or Peter Hambro Mining in a non-US court for violations of US securities
laws.
The New Peter Hambro Mining Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or under
the securities laws of any state, district, province or other jurisdiction of
the United States or any other Restricted Jurisdiction. No regulatory clearances
in respect of the New Peter Hambro Mining Shares have been, or will be, applied
for in any state, province, territory or jurisdiction other than the United
Kingdom. Accordingly, unless an exemption under relevant securities laws is
applicable, the New Peter Hambro Mining Shares are not being, and may not be,
offered, sold, resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States or any other Restricted Jurisdiction
or to or for the account or benefit of any resident of the United States or any
other Restricted Jurisdiction. The New Peter Hambro Mining Shares are being
offered in reliance upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof and upon issuance thereof
will generally be capable of being resold without restriction under the
Securities Act by former Aricom Shareholders who are not affiliates of Peter
Hambro Mining and have not been affiliates of Peter Hambro Mining within 90 days
prior to the issuance of New Peter Hambro Mining Shares under the Scheme.
The Placing Shares have not been, and will not be, registered under the
Securities Act or under the securities laws of any state of the United States.
The Placing Shares will only be offered pursuant to an exemption from, or in
transactions not subject to, the registration requirements of the Securities
Act. Neither the SEC nor any securities commission of any state of the United
States has approved or disapproved of the Placing or passed upon the merits or
fairness of the Placing. Any representation to the contrary is a criminal
offence in the United States.
Cautionary and Forward-Looking Statements
This announcement contains a number of "forward-looking statements" relating to
Peter Hambro Mining and Aricom and the business sectors in which they operate.
Generally, the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "forecast", "plan" and "project" or similar
expressions identify forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack of acceptance
of new products or services and the behaviour of other market
participants.Although Peter Hambro Mining believes 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. Aricom
Shareholders should not, therefore, place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in, one per cent or more of any class of
"relevant securities" of Aricom or Peter Hambro Mining, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by not later than 3.30pm (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 or 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 Aricom or Peter Hambro Mining, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Aricom or Peter Hambro Mining by Peter Hambro Mining or Aricom,
or by any of their respective "associates" must also 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 Takeover 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 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, please consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20
7638 0129; fax number +44(0)20 7236 7013.
The Peter Hambro Mining Directors accept responsibility for all the information
contained in this Announcement except for that information for which the Aricom
Directors accept responsibility. To the best of the knowledge and belief of the
Peter Hambro Mining Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this document for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Aricom Directors accept responsibility for all information in this
Announcement relating to Aricom, the Aricom Group and its directors. To the best
of the knowledge and belief of the Aricom Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
6 February 2009
RECOMMENDED MERGER OF PETER HAMBRO MINING AND ARICOM
1. Introduction
Following yesterday's announcements of a possible Merger of Peter Hambro Mining
and Aricom and the successful Placing of 16 million Peter Hambro Mining shares
at a price of 450 pence raising approximately US$105 million (before expenses)
and today's announcement that Peter Hambro Mining has agreed to purchase a total
of US$87 million nominal of the Gold Exchangeable Bonds, the Independent Board
Committees are pleased to announce that they have reached agreement on the terms
of a recommended Merger of the two companies by which all of the issued share
capital of Aricom will be acquired by Peter Hambro Mining.
* The Merger will create a mining industry leader in the Far East of Russia with
operations in both gold and iron ore with a pro forma combined market
capitalisation (including the Placing Shares) of approximately US$1.15 billion.
* Following the Merger, the Enlarged Group will be well funded, with a pro forma
unaudited cash balance of approximately US$302 million (with US$25 million
attributable to Peter Hambro Mining, US$257 million attributable to Aricom and
US$15 million attributable to the Placing Proceeds (after deduction of Placing
transaction costs and the consideration to be paid for the acquisition of 48.3
per cent. of Peter Hambro Mining's outstanding Gold Exchangeable Bonds)) as at
31 December 2008, and pro forma unaudited net cash of US$5 million as at such
date.
* The Merger will enable Peter Hambro Mining to implement its existing strategy of
pursuing near term growth of gold production while allowing for the development
of Aricom's large iron ore assets once project finance and iron ore markets
recover. Peter Hambro Mining will continue to seek to create value for
shareholders and, in line with its recent practice, to provide a return to
shareholders as appropriate in the form of dividends.
Following completion of the Merger and the Placing:
* existing Peter Hambro Mining Shareholders will hold 47.4 per cent. of the
Enlarged Group calculated on an undiluted basis;
* Aricom Shareholders will hold 43.2 per cent. of the Enlarged Group calculated on
an undiluted basis;
* the Placees will hold 9.4per cent. of the Enlarged Group calculated on an
undiluted basis;
* subject to satisfying eligibility criteria, Peter Hambro Mining intends to make
an application to obtain a primary listing on the Official List as soon as
possible; and
* the Enlarged Group will be led by a team comprising Peter Hambro as Executive
Chairman, Pavel Maslovskiy as CEO and Brian Egan as CFO and the non-executive
directors are expected to be Sir Rudolph Agnew, Sir Malcolm Field, Lord Guthrie,
Peter Hill-Wood and Sir Roderic Lyne.
2. Terms of the Merger
The Merger provides for the acquisition of the Aricom Shares to be effected by
way of a Court sanctioned scheme of arrangement under Part 26 of the Companies
Act involving a capital reduction of Aricom under section 135 of the Companies
Act 1985.
The purpose of the Scheme is to enable Peter Hambro Mining to acquire the whole
of the issued and to be issued ordinary share capital of Aricom. Under the terms
of the Scheme, if the Scheme becomes effective, all Aricom Shares will be
cancelled and Aricom Shareholders will receive:
in exchange for 16 fully paid Aricom Shares
one fully paid New Peter Hambro
Mining Share
Peter Hambro Mining Shares to be issued to Aricom Shareholders under the Merger
will be eligible to receive any dividend declared by Peter Hambro Mining at any
time after the date of their issue.
Fractions of New Peter Hambro Mining Shares will not be allotted to Aricom
Shareholders. Entitlements to New Peter Hambro Mining Shares will be rounded
down to the nearest whole Peter Hambro Mining Share.
The Merger values each Aricom Share at:
* 36.6 pence and Aricom's existing ordinary share capital at approximately US$629
million (in each case using the closing price per Peter Hambro Mining Share on 4
February 2009 of 585 pence); and
* 24.9 pence and Aricom's existing ordinary share capital at approximately US$428
million (in each case using the price per Peter Hambro Mining Share on 8 January
2009 (being the last day prior to the start of the offer period) of 398 pence.
The market capitalisation of Aricom on 5 February 2009 (on the basis of the
closing price on that day of 26.0 pence) was approximately US$447 million.
The Merger will be subject to the conditions and further terms set out in the
paragraphs contained in Appendix 1 to this announcement and to be set out in the
Scheme Document.
3. Independent Board Committees
Because a number of individuals (including Peter Hambro and Pavel Maslovskiy)
are directors and/or shareholders of both companies, Peter Hambro Mining and
Aricom have each constituted committees of independent directors for the
purposes of the Merger.
The Independent Peter Hambro Mining Board Committee consists of Sir Rudolph
Agnew (as Chairman), Andrey Maruta, Alya Samokhvalova, Peter Hill-Wood and Lord
Guthrie.
The Independent Aricom Board Committee consists of Sir Malcolm Field (as
Chairman), Brian Egan, Martin Smith, Sir Roderic Lyne and Tony Redman.
4. Background to and reasons for the Merger
Independent Peter Hambro Mining Board Committee
The Independent Peter Hambro Mining Board Committee believes that the Merger
would result in the Enlarged Group being in a stronger strategic and financial
position than either of the current Peter Hambro Mining and Aricom are as
separate entities.
The Independent Peter Hambro Mining Board Committee believes that the Enlarged
Group's cash (including the Placing Proceeds) could be used to eliminate or
reduce the exposure to certain of Peter Hambro Mining's short-term obligations
(in particular, by effecting further purchases of the Gold Exchangeable Bonds)..
The Independent Peter Hambro Mining Board Committee believes that the Merger
would deliver significant benefits as a result of combining the currently
producing and prospective gold interests of Peter Hambro Mining with the iron
ore assets and significant available cash resources of Aricom. Benefits include:
* streamlining operations and infrastructure shared by Peter Hambro Mining and
Aricom;
* administrative cost savings;
* ensuring the Enlarged Group is well funded; and
* increased near term cash flow from Peter Hambro Mining's operating businesses
generated by using Aricom's significant available cash resources to meet Peter
Hambro Mining's near term plans and in due course to support Aricom's capital
investment programme and finance the Enlarged Group's further growth.
The Independent Peter Hambro Mining Board Committee believes achieving these
benefits would be facilitated by the shared Anglo-Russian culture, management
and directors, shareholders and head offices of both companies.
Independent Aricom Board Committee
The Independent Aricom Board Committee considers the Merger to represent an
attractive opportunity for Aricom Shareholders.
The Independent Aricom Board Committee has examined Aricom's long-term
development plans, funding requirements and the current state of project finance
and capital markets. The Independent Aricom Board Committee believes Aricom's
project pipeline is attractive. However, given current market conditions it is
currently expected to take significant investment over several years in order to
generate returns on these projects. Against this background, the Merger allows
Aricom Shareholders to maintain an interest in Aricom's assets as well as
gaining exposure to Peter Hambro's attractive portfolio of producing assets and
their associated near term earnings and cash flow.
The Merger will allow Aricom Shareholders to benefit from:
* enhanced market position, scale and growth platform and operational and
strategic synergies through shared infrastructure of closely located operations;
* cashflow from the Enlarged Group's portfolio of producing assets which would
help fund the investment required for Aricom's long-term development plans; and
* the potential for a significant increase in value of both Peter Hambro Mining
and Aricom.
5. Capital expenditure
The Enlarged Group, with its increased cash resources, will have greater
flexibility in terms of the timing and amount of its capital expenditure. The
capital expenditure plans for the Enlarged Group will be a matter for the
Enlarged Group to finalise upon completion of the Merger. However, Peter Hambro
Mining currently expects to:
* continue the development of its Pioneer and Malomir assets as highlighted in the
Peter Hambro Mining trading update dated 26 January 2009;
* announce its annual update on production plans in the first quarter of 2009;
* complete the construction of Kuranakh beneficiation plant and to commence
production and sales of concentrate during 2009; and
* incur expenditure on Aricom's iron ore projects at a level that allows for a
later development of the K&S and Garinskoye assets while observing commercial
and legal requirements for the preservation of the licences.
The rationale for this strategy is to preserve the inherent value in, and the
ability to accelerate development of, these projects once the project finance
and iron ore markets recover.
6. Revised K&S development plan
Due to the current global economic crisis and the resulting significant downturn
in the availability of debt financing, Aricom has sought to optimise the
construction and development phasing of the K&S and Garinskoye projects to bring
smaller, less capital intensive, mining and processing operations into
production at the earliest possible time whilst maintaining attractive returns.
An updated analysis of the K&S operation has been developed based upon mining
ore at an initial capacity of 3.5mtpa (increasing in year seven to 10mtpa) to be
delivered to a processing plant producing 1.1mtpa of saleable iron ore
concentrate at a grade of 65.8% Fe. The analysis also assumes that two years
after the start of the processing plant, a DRI plant, employing the Kobe Steel
ITmk3 technology, would process 0.75mtpa of iron ore concentrate to produce
0.5mtpa of DRI nuggets.
The K&S analysis shows that significant project optimisation can be achieved by
reducing the initial capacity of the processing and DRI plants, with the modular
nature of both allowing expansion at a later date. This should achieve an
immediate capital expenditure reduction of approximately 70 per cent. in the
cost of the processing plant and nearly 80 per cent. in the DRI plant versus the
original plan. Further reductions can be achieved in capital expenditure for
site infrastructure with the reduced size of the operation allowing a very
significant saving of approximately US$70.0 million to be made to the original
plan of building additional railway infrastructure near to the pit. The total
infrastructure saving, which also includes reductions in the size of the
accommodation camp and the tailings facilities, represents an approximately
50 per cent. reduction versus the original plan.
Any option to reduce the size of the K&S operation would also reduce capital
expenditure required at the mining site itself. The sequential mining of the
project's three pits (Kimkanskoye Central, Kimkanskoye West and Sutarskoye)
makes it possible to reduce initial capital investments in the mining equipment
such as drill rigs, excavators, bulldozers and mine trucks. The total mining
reduction is approximately 60 per cent. versus the original plan. Overall
capital expenditure for the reduced K&S project to progress to the start-up
stage is estimated to be approximately US$420.0 million, US$116.0 million less
than envisaged under the original plan.
This reduced capital expenditure gives the project significant option value.
Financial and iron ore markets will continue to be monitored by the Enlarged
Group for evidence that the projected economic requirements of the study are in
place. In the interim, the work programme at K&S is under constant review to
minimise cash outflow whilst keeping some positive momentum on project
development.
7. Peter Hambro Mining Shareholder Approval and Recommendation of
the Independent Peter Hambro Mining Board Committee
The Independent Peter Hambro Mining Board Committee is receiving financial
advice on the Merger from JPMorgan Cazenove. JPMorgan Cazenove has an existing
relationship with Aricom and, as a consequence, is a connected party to Aricom.
Liberum Capital is therefore providing independent advice to the Independent
Peter Hambro Mining Board Committee on the Merger for the purposes of Rule 3 of
the Code.
The Independent Peter Hambro Mining Board Committee, which has been so advised
by Liberum Capital and JPMorgan Cazenove, considers the terms of the Merger to
be fair and reasonable. In providing financial advice to the Independent Peter
Hambro Mining Board Committee on the Merger, Liberum Capital and JPMorgan
Cazenove have taken into account the commercial assessments of the Independent
Peter Hambro Mining Board Committee.
JPMorgan Cazenove is not providing financial advice to Aricom on the Merger.
The Merger is conditional on the approval by Peter Hambro Mining Shareholders of
the Peter Hambro Mining Resolutions at an extraordinary general meeting of Peter
Hambro Mining. The Independent Peter Hambro Mining Board Committee intends
unanimously to recommend that Peter Hambro Mining Shareholders vote in favour of
the Peter Hambro Mining Resolutions, as they intend to do in respect of their
own beneficial holdings of 27,500 Peter Hambro Mining Shares (representing as at
the date of this announcement, in aggregate, approximately 0.034 per cent. of
the existing issued ordinary share capital of Peter Hambro Mining).
8. Aricom Shareholder approval and recommendation of the Independent Aricom
Board Committee
The Independent Aricom Board Committee is receiving financial advice on the
Offer from Morgan Stanley and Canaccord Adams. Canaccord Adams has an existing
broking relationship with Peter Hambro Mining and, as a consequence, is a
connected party to Peter Hambro Mining. Morgan Stanley is therefore providing
independent advice to the Independent Aricom Board Committee for the purposes of
Rule 3 of the Code.
The Independent Aricom Board Committee, which has been so advised by Morgan
Stanley and Canaccord Adams, considers the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Aricom Board Committee,
Morgan Stanley and Canaccord Adams have taken into account the commercial
assessments of the Independent Aricom Board Committee.
The Independent Aricom Directors intend unanimously to recommend that Aricom
Shareholders vote in favour of the Scheme at the Scheme Court Meeting and the
Aricom EGM, as they have irrevocably undertaken to do themselves in respect of
all their own beneficial holdings of 1,338,622 Aricom Shares (representing as at
the date of this announcement, in aggregate, approximately 0.11 per cent. of the
existing issued share capital of Aricom).
Aricom Shareholders considering voting in favour of the Scheme are referred to
the investment considerations which will be set out in the Scheme Document. If
Aricom Shareholders are in any doubt as to the action they should take, they
should seek their own financial advice from an independent financial adviser.
9. Information on Peter Hambro Mining
Peter Hambro Mining is focused on the acquisition, exploration and development
of gold deposits and the production of gold in Russia. Peter Hambro Mining's
principal operations are located in the Amur Region in the Far East of Russia,
where it has operated since 1994. Peter Hambro Mining is also active (itself or
through joint ventures) in other areas of Russia including Yamal, Buryatia,
Magadan, Chita and Irkutsk. Peter Hambro Mining is the second largest producer
of gold in Russia (by production volume), with attributable gold production in
2008 of c. 393,000 oz and is one of the lowest cost producers of gold worldwide.
Peter Hambro Mining's Pokrovskiy Mine has one of the lowest GIS total cash costs
and GIS total production costs in Russia.
Peter Hambro Mining's primary operations are its Pokrovskiy and Pioneer
producing mines, Malomir (a development project), and its exploration projects
at the Pokrovskiy Satellite Deposits and Albyn deposits, all of which are in the
Amur Region, and the Novogodnee Monto and Petropavlovskoye deposits in Yamal.
The Peter Hambro Mining Group includes various in-house services companies and
contractors that currently meet the majority of its geological, exploration and
construction needs and also provide some services under contracts to
third parties.
For the 12 month period to 31 December 2007, the Peter Hambro Mining Group had
revenue of US$226.4 million (2006:US$157.8 million) and operating profit of
US$67.5 million (2006: US$50.7 million) representing an operating margin of 29.8
per cent. (2006: 32.2 per cent.).
Peter Hambro Mining's interim results for the period to 30 June 2008 were
announced on 22 September 2008. These showed unaudited revenue of US$146.4
million (period to 30 June 2007: US$93.1 million) and operating profit of
US$32.0 million (period to 30 June 2007: US$36.3 million) representing an
operating margin of 21.9 per cent. (period to 30 June 2007: 39.0 per cent.).
Peter Hambro Mining is headquartered in London and its shares are traded on AIM.
10. Information on Aricom
Aricom engages in the mining development of iron ore deposits and the production
and trading of iron ore in the Far East of Russia to serve the Russian and
Chinese markets. Aricom was formed in late 2003 in order to develop the
Kuranakh ilmenite and titanomagnetite deposit
Aricom owns seven licences in the Far East of Russia and China: the Kuranakh
(100 per cent. interest), Bolshoi Seym (49 per cent. interest), Garinskoye (99.6
per cent. interest) and Garinskoye Flanks (100 per cent. interest) iron ore and
ilmenite deposits in Amur, the K&S (100 per cent. interest) and Kostengingskoye
iron ore deposits (100 per cent. interest) in the Evreyskaya Avtonomnaya Oblast
(EAO) and the Titanium Sponge Plant joint venture (65 per cent. interest) in
North East China.
In October 2008, Aricom completed and published the results of its combined K&S
and Garinskoye feasibility study, which envisaged both K&S and Garinskoye both
producing at the rate of 10mtpa and delivering their ore to feed a single
optimised processing plant to be located at K&S. Also included in the
feasibility study were plans to commission a direct reduced iron facility at the
K&S project site utilising iron ore concentrate feed from the processing plant
to produce iron nuggets. Aricom has sought to optimise the construction and
development phasing of the K&S and Garinskoye projects to bring smaller, less
capital intensive, mining and processing operations into production at the
earliest possible time whilst maintaining attractive returns.
For the 12 month period to 31 December 2007, Aricom had sales of US$4.9 million
(2006: nil) and operating losses of US$22.7 million (2006: US$7.5 million).
Aricom's interim results for the period to 30 June 2008 were announced on 6
August 2008. These showed revenues of US$4.2 million (2007: nil) and operating
losses of US$14.6 million (2007: US$6.0 million). Losses for the six month
period were US$2.5 million (2007: US$5.3 million).
Due to the current world economic crisis, as with many other mining companies,
the Board of Aricom is reviewing the Company's portfolio of assets and will
provide for impairment where it is considered prudent to do so. Details of any
impairment provision will be reported in the Aricom Group's full financial
results expected on or around 25 February 2009.
Aricom is headquartered in London and its shares have been admitted to the
Official List.
11. Board of Directors and Employees
The Enlarged Group will be led by a team comprising Peter Hambro as Executive
Chairman, Pavel Maslovskiy as CEO and Brian Egan as CFO and the non-executive
directors are expected to be Sir Rudolph Agnew, Sir Malcolm Field, Lord Guthrie,
Peter Hill-Wood and Sir Roderic Lyne. The terms of the service or consultancy
agreements for the proposed new directors of Peter Hambro Mining are yet to be
determined but will be subject to approval by the remuneration committee of the
Peter Hambro Mining Board.
Peter Hambro Mining and Aricom attach great importance to retaining the skills
and expertise of their management and employees. The Independent Board
Committees of Peter Hambro Mining and Aricom believe that, although the
combination of similar functions may lead to some operating restructuring, the
increased size and strength of the Enlarged Group will offer attractive career
prospects for its employees.
Peter Hambro Mining intends to safeguard fully the existing employment rights of
employees of both Peter Hambro Mining and Aricom.
12. Aricom Warrants, Aricom IFC Options
The terms of the Merger will extend to holders of Aricom Shares issued or
transferred prior to the Scheme Effective Date pursuant to the exercise of
options granted under the Aricom Share Option Scheme. In addition Peter Hambro
Mining will in due course make appropriate proposals to the holders of Aricom
Warrants, Aricom IFC Options and Aricom employee share options. The incentive
and remuneration structure for employees will be reviewed by the board of the
Enlarged Group.
13. Implementation Agreement
Peter Hambro Mining and Aricom have entered into the Implementation Agreement,
which contains certain obligations in relation to the implementation of the
Scheme and the conduct of Aricom's operations prior to the Scheme Effective Date
or termination of such agreement.
Under the Implementation Agreement, Aricom has agreed with Peter Hambro Mining
an inducement fee of approximately GBP3.7 million, being an amount equal to one
per cent. of the value of the Offer calculated by reference to the price to be
received per Aricom Share multiplied by the fully diluted equity share capital
of Aricom at the time of the announcement, but taking into account only those
options that are "in the money" (and otherwise as such term is understood by the
Panel).
The inducement fee shall be payable by Aricom if, in summary:
(a) the Offer lapses or is withdrawn or (with the consent of the Panel) is not
made and before that time the unanimous and unqualified recommendation by the
Independent Aricom Directors to Aricom Shareholders to vote in favour of the
Scheme and the Aricom EGM Resolutions at or prior to the Scheme Court Meeting or
the Aricom EGM (as appropriate) or, as the case may be, the Takeover Offer, is
not provided in the Scheme Document or any offer document in relation to a
Takeover Offer or the unanimous and unqualified recommendation by the
Independent Aricom Directors is withdrawn, qualified or adversely amended at any
time following the release of this announcement;
(b) the Offer lapses or is withdrawn or (with the consent of the Panel) is not
made and before that time a competing proposal by a third party which is not
acting in concert with Peter Hambro Mining is announced (whether or not on a
pre-conditional basis and whether pursuant to Rule 2.4 or Rule 2.5 of the Code
or otherwise) and:
(i) such competing proposal becomes effective or is declared wholly
unconditional or is otherwise completed; or
(ii) the Independent Aricom Directors or all the directors of Aricom (as
the case may be) recommend or announce their intention to recommend that Aricom
Shareholders agree, vote in favour of, or accept such competing proposal;
(c) Aricom enters into an agreement or arrangement which would constitute a
frustrating action under Rule 21 of the Code, if such agreements or arrangements
cause the Offer to lapse or be withdrawn;
(d) at any time after approval of the Scheme by Aricom Shareholders at the Court
Meeting but before the delivery of the court orders to effect the Scheme and/or
the Scheme Capital Reduction to the Registrar, the Aricom Independent Directors,
whether or not in exercise of their fiduciary duties, decide not to proceed with
the Scheme;
(e) without the consent of Peter Hambro Mining, Aricom withdraws the Scheme
prior to the Meetings or takes steps to defer (or adjourn) the holding of the
Scheme Court Meeting or the Aricom EGM or the court hearings to approve the
Scheme and the Scheme Capital Reduction to a date later than the date falling
six months from the date of this announcement or such other date as may be
agreed between the parties (subject to the consent of the Panel and the sanction
of the Court).
The Implementation Agreement can be terminated in certain circumstances,
including by either party if the other party is in material breach of the
Implementation Agreement.
14. Transactions with Major Shareholders, Related Party Transaction and
Substantial Transaction
The Merger, if completed, will under the AIM Rules be a related party
transaction for Peter Hambro Mining in respect of each Peter Hambro Mining
Director (together with any applicable associates) who holds Aricom Shares and
Lansdowne Partners Ltd. The number of Aricom Shares, Aricom Warrants and Aricom
LTIP Awards (as the case may be) held by Peter Hambro Mining Directors is set
out in paragraph 20. The Merger if completed will also constitute a substantial
transaction for the purpose of the AIM Rules.
The Peter Hambro Mining Directors (save for Peter Hambro, Pavel Mavlovskiy, Sir
Rudolph Agnew, Jay Hambro, Alexei Maslovsky and Peter Hill-Wood), who have
consulted with Peter Hambro Mining's nominated adviser, JPMorgan Cazenove, and
with Liberum Capital, consider that the terms of the Merger are fair and
reasonable insofar as Peter Hambro Mining Shareholders are concerned.
15. Irrevocable Undertakings
Peter Hambro Mining has received irrevocable undertakings from each of the
Aricom Directors to vote or procure the vote in favour of the resolutions to be
proposed at the Scheme Court Meeting and the Aricom EGM in respect of their own
beneficial holdings, representing approximately 9.4 per cent. of the existing
issued share capital of Aricom. The undertakings given by the Aricom Directors
cease to be binding if the Scheme is withdrawn, unless Peter Hambro Mining
exercises its right to announce a takeover offer of the entire issued share
capital of Aricom, in which case it shall cease to have effect on the withdrawal
or lapsing of the takeover offer.
Aricom has received irrevocable undertakings from Pavel Maslovskiy, Peter
Hambro, Sir Rudolph Agnew and Peter Hill-Wood to vote or procure the vote in
favour of the resolutions to be proposed at the Peter Hambro Mining EGM in
respect of their own beneficial holdings (with the exception of any beneficial
holdings which are held by Goldman Sachs as nominee pursuant to a stock lending
agreement) representing 21.3 per cent. of the existing issued share capital of
Peter Hambro Mining.
Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.
16. Gold Exchangeable Bonds
Peter Hambro Mining has today announced that it has purchased a total of $87
million nominal of the Gold Exchangeable Bonds at an average price of US$95.00
plus accrued interest from a number of investors.
17. Structure of the Scheme
It is intended that the acquisition of the Aricom Shares will be effected by way
of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.
The Scheme is an arrangement between Aricom and the Aricom Shareholders and is
subject to the approval of the Court.
The purpose of the Scheme is to provide for Peter Hambro Mining to become the
owner of the whole of the issued ordinary share capital of Aricom. This is to be
achieved by the cancellation of all the Scheme Shares and the application of the
reserve arising from such cancellation, in paying up a new number of Aricom
Shares (which is equal to the number of Scheme Shares cancelled) and issuing the
same to Peter Hambro Mining, in consideration for which the Scheme Shareholders
will receive consideration on the basis set out above.
To become effective, the Scheme requires, amongst other things, the approval by
a majority in number of Scheme Shareholders representing at least 75 per cent.
in value of all Scheme Shares held by such Scheme Shareholders voted, either in
person or by proxy, at the Scheme Court Meeting, together with the sanction of
the Court and the passing by the Scheme Shareholders of a special resolution
necessary to implement the Scheme at the Aricom EGM. In addition, both the
Scheme must be approved by the Court and the Scheme Capital Reduction must be
approved by the Court.
Once the necessary approvals from the Aricom Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived, the
Scheme will become effective upon the confirmation of the Scheme Capital
Reduction by the Court and registration of the Reduction Court Order by the
Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Scheme Court Meeting or the Aricom EGM.
The Scheme is subject to certain conditions and certain further terms referred
to in Appendix I of this announcement and to be set out in the Scheme Document.
These conditions include:
* the approvals of the Aricom Shareholders referred to above;
* the sanction and confirmation of the Court referred to above;
* the Scheme becoming effective by no later than 6 months after the date of this
announcement or such later date as Peter Hambro Mining and Aricom may agree with
(where applicable) the consent of the Panel and the approval of the Court,
failing which the Scheme will lapse;
* approval by the Peter Hambro Mining Shareholders of all resolutions necessary to
approve, implement and effect the Merger;
* certain Russian regulatory approvals; and
* admission of the New Peter Hambro Mining Shares to trading on AIM or to listing
on the Official List and to trading on the Main Market.
The Aricom Shares will be acquired pursuant to the Scheme fully paid and free
from all liens, charges, equities, encumbrances, rights of pre-emption and any
other interests of any nature whatsoever and together with all rights attaching
thereto, including voting rights and the rights to receive and retain in full
all dividends and other distributions declared, made or paid on or after the
date of their issue.
Peter Hambro Mining reserves the right to elect to implement the Offer by way of
a Takeover Offer. In such event, such Offer will be implemented on the same
terms (subject to appropriate amendments including (without limitation) an
acceptance condition set at 90 per cent. (or such less percentage, being more
than 50 per cent., as Peter Hambro Mining shall decide) of the shares to which
such offer relates), so far as applicable, as those which would apply to the
Scheme.
Further details of the Scheme, including an indicative timetable for its
implementation, together with how Scheme Shareholders may participate in the
Scheme Court Meeting and Aricom EGM, will be contained in the Scheme Document.
18. Delisting and re-registration
Upon or shortly after the Scheme becoming effective, the London Stock Exchange
will be requested to cancel trading in Aricom Shares on the London Stock
Exchange's market for listed securities and the UK Listing Authority will be
requested to cancel the listing of the Aricom Shares from the Official List.
On the Scheme Effective Date, share certificates in respect of the Aricom Shares
will cease to be valid and should be destroyed. In addition, entitlements to
Aricom Shares held within the CREST system will be cancelled on the Scheme
Effective Date.
Following the Merger and subject to satisfying eligibility criteria, Peter
Hambro Mining intends to make an application to obtain a primary listing on the
Official List as soon as possible.
19. Conditions to the Merger
The Merger is subject to certain conditions, which are set out in full in
Appendix I of this announcement.
20. Interests in Aricom securities held by Peter Hambro Mining and its concert
parties
Pavel Maslovskiy is interested in 87,779,094 Aricom Shares. This figure includes
the current holdings of Pavel Maslovskiy, his close relatives, related trusts
and companies associated with, or in which, Pavel Maslovskiy is interested.
Peter Hambro is interested in 87,601,729 Aricom Shares. This figure includes the
current holdings of Peter Hambro, his close relatives, related trusts and
companies associated with, or in which, Peter Hambro is interested.
Peter Hill-Wood is interested in 612,500 Aricom Shares, all of which are held by
him.
Sir Rudolph Agnew is interested in 160,000 Aricom Shares. This figure includes
the current holdings of Sir Rudolph Agnew, his close relatives, related trusts
and companies associated with, or in which, Sir Rudolph Agnew is interested.
Jay Hambro is interested in 110,000 Aricom Shares and is the holder of 135,000
Aricom Warrants. He has also been granted options over 2,500,000 Aricom Shares,
exercisable at 42 pence per Aricom Share. Jay Hambro is a participant in the
Aricom LTIP, pursuant to which he has been granted options over 2,000,000 Aricom
Shares at an allocation price of 62 pence (allocated in October 2007) and
options over 2,000,000 Aricom Shares at an allocation price of 20 pence
(allocated in October 2008).
Karolina Subczynska is a participant in the Aricom LTIP pursuant to which she
has been granted options over 1,000,000 Aricom Shares at an allocation price of
20 pence (allocated in October 2008).
21. UK and Overseas Shareholders
Unless otherwise determined by Peter Hambro Mining, the Offer will not be made,
directly or indirectly, in or into, or by the use of mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, instrumentality or facility or from
within those jurisdictions. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or
accessed in or into or from any Restricted Jurisdiction. Persons receiving this
announcement (including without limitation custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise forward,
transmit, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in and citizens of
the UK may be affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Such persons should inform themselves
of, and observe any, applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders will be
contained in the Scheme Document.
22. Issued Share Capital
As at close of business on 5 February 2009, Peter Hambro Mining had in issue
81,155,052 Peter Hambro Mining Shares (ISIN reference number GB0031544546),
$US140,000,000 7.125 per cent. guaranteed convertible bonds due 2012 guaranteed
by Peter Hambro Mining and convertible into Peter Hambro Mining Shares (ISIN
reference number X50224133099) and 11,820 ADRs (relating to issued shares) (ISIN
reference number US71602M1045).
As at close of business on 5 February 2009, Aricom had in issue 1,182,863,763
Aricom Shares (ISIN reference number GB0033990283) and 133,000,000 Aricom
Warrants (ISIN reference number GB00BIXF5K38).
Peter Hambro Mining is being advised by JPMorgan Cazenove Limited and Liberum
Capital and its legal advisers are Norton Rose LLP. Aricom is being advised by
Morgan Stanley and Canaccord Adams and its legal advisers are Linklaters LLP.
23. General
Peter Hambro Mining reserves the right, subject to the prior consent of the
Panel, to elect to implement the acquisition of the Aricom Shares by way of
takeover offer (as such term is defined in section 979 of the Companies Act).
In such event, such takeover offer will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would
apply to the Scheme. Furthermore, if sufficient acceptances of such offer are
received and/or sufficient Aricom Shares are otherwise acquired, it is the
intention of Peter Hambro Mining to apply the provisions of section 979 of the
Companies Act to acquire compulsorily any outstanding Aricom Shares to which
such offer relates.
The Merger will be subject to the Conditions and certain further terms set out
in Appendix I and the further terms and conditions set out in the Scheme
Document when issued.
The bases and sources of certain information contained in this announcement are
set out in Appendix II.
The availability of the Merger to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Certain terms used in this announcement are defined in Appendix V.
Appendix I
Conditions and Further Terms of the Merger
Part A - Conditions of the Acquisition
1 The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the Code, by no later than 6
August 2009 or such later date (if any) as Peter Hambro Mining and Aricom may,
with the consent of the Panel, agree and (if required) the Court may allow.
2 The Scheme will be conditional upon:
(A) approval of the Scheme by a majority in number of the Scheme Shareholders
entitled to vote and present and voting, either in person or by proxy, at the
Scheme Court Meeting or at any adjournment of such meeting, representing no less
than 75 per cent in value of the Scheme Shares so voted;
(B) all resolutions in connection with, or necessary to approve and implement,
the Scheme as set out in the notice of the Aricom EGM being duly passed by the
requisite majority at the Aricom EGM or at any adjournment of that meeting;
(C) the sanction of the Scheme and the confirmation of the Scheme Capital
Reduction (in either case, without modification or with modification as agreed
by Aricom and Peter Hambro Mining) by the Court and:
(i) the delivery for registration of office copies of the Court
Orders and the minute of the Scheme Capital Reduction attached thereto to the
Registrar of Companies; and
(ii) the registration of the Reduction Court Order by the Registrar of
Companies; and
(D) all resolutions necessary to approve, implement and effect the Acquisition
being duly passed at the Peter Hambro Mining EGM (or at any adjournment thereof)
as set out in the notice of the Peter Hambro Mining EGM;
3 In addition, Peter Hambro Mining and Aricom have agreed that, subject to
Part B below, the Scheme will also be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme effective will not be
taken unless such Conditions (as amended if appropriate) have been satisfied
(and continue to be satisfied pending the commencement of the Scheme Court
Meeting) or, where permitted, waived (or, in each case, any other customary
pre-admission conditions with the consent of the Panel):
(a)
(i) admission of the New Peter Hambro Mining Shares to trading on AIM
becoming effective in accordance with the AIM Rules or if Peter Hambro Mining so
determines (subject to the consent of the Panel) the London Stock Exchange
agreeing to admit such shares to trading on AIM subject to the allotment of such
New Peter Hambro Mining Shares and/or the Scheme becoming or being declared
unconditional in all respects; or
(ii) admission of the New Peter Hambro Mining Shares to the Official List,
in accordance with the Listing Rules, and the admission of the New Peter Hambro
Mining Shares to trading on the London Stock Exchange's main market for listed
securities in accordance with the Admission and Disclosure Standards of the
London Stock Exchange becoming effective or, if Peter Hambro Mining so
determines and subject to the consent of the Panel (if required), the UK Listing
Authority agreeing to admit the New Peter Hambro Mining Shares to the Official
List and the London Stock Exchange agreeing to admit such shares to trading on
its main market for listed securities subject only to (i) the allotment of such
shares and/or (ii) the Acquisition becoming effective;
(b) in Russia,
(i) any necessary consents or approvals having been granted either
unconditionally or subject to such conditions, obligations, undertakings or
modifications as shall be reasonably acceptable to Peter Hambro Mining and
Aricom, by (A) FAS and any other relevant authorities applying the merger
control laws of such jurisdiction and (B) the Governmental Commission on Control
over Making Foreign Investments in the Russian Federation as required by the
provisions of Federal Law of the Russian Federation No. 57-FZ dated 29 April
2008 "On the procedures for making foreign investments into commercial entities
of strategic significance for the national defence and security";
(ii) all or any relevant waiting periods in such jurisdiction having
expired, lapsed or been terminated as appropriate;
(iii) any necessary governmental, regulatory or exchange control consents
required to implement the Scheme having being granted either unconditionally or
subject to such conditions, obligations, undertakings or modifications as shall
be acceptable to Peter Hambro Mining;
(c) save as fairly disclosed in Aricom's annual report and accounts for the year
ended 31 December 2007 or as publicly announced by Aricom prior to the
Announcement Date or as fairly disclosed by Aricom (or by Aricom's financial,
legal or accounting advisers) to Peter Hambro Mining (or in writing to Peter
Hambro Mining's financial, legal or accounting advisers specifically in their
capacity as Peter Hambro Mining's advisers and in relation to the Acquisition)
prior to the Announcement Date, no Third Party having decided or given notice of
a decision to take, institute or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having required any action to be taken,
or otherwise having done anything, or having enacted, made or proposed and there
not continuing to be outstanding any statute, regulation, decision or order
which would:
(i) make the Acquisition or its implementation or the acquisition by
Peter Hambro Mining of any Aricom Shares, or the acquisition of control of
Aricom, by any member of the Wider Peter Hambro Mining Group, void, illegal or
unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder
or otherwise interfere with the same, or impose material additional adverse
conditions or obligations with respect thereto, or otherwise challenge or
require amendment to the terms of the Scheme or the Acquisition;
(ii) require, prevent or delay the divestiture by any member of the
Wider Peter Hambro Mining Group or by any member of the Wider Aricom Group of
all or any portion of their respective businesses, assets or properties or
impose any limitation on the ability of any member of the Wider Peter Hambro
Mining Group or any member of the Wider Aricom Group to conduct their respective
businesses (or any part of them) or to own or control their respective assets or
properties or any part of them to an extent in any such case which is material
in the context of the Wider Peter Hambro Mining Group or the Wider Aricom Group
in either case taken as a whole;
(iii) impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Peter Hambro Mining Group, directly or
indirectly, to acquire or to hold or to exercise effectively all or any rights
of ownership in respect of shares, loans or other securities (or the equivalent)
in any member of the Wider Aricom Group or to exercise management control over
any such member;
(iv) save pursuant to the Scheme or sections 974 to 991 of the
Companies Act 2006, require any member of the Wider Peter Hambro Mining Group or
the Wider Aricom Group to acquire, or offer to acquire, any shares or other
securities (or the equivalent) in any member of the Wider Aricom Group;
(v) require a divestiture by Peter Hambro Mining or any member of the
Wider Peter Hambro Mining Group of any shares or other securities (or the
equivalent) in Aricom;
(vi) materially limit the ability of any member of the Wider Peter
Hambro Mining Group or the Wider Aricom Group to co-ordinate or integrate its
business, or any part of it, with the business or any part of the business of
any other member of the Wider Peter Hambro Mining Group or of the Wider Aricom
Group;
(vii) save pursuant to the Scheme or sections 974 to 991 of the
Companies Act, result in any member of the Wider Aricom Group ceasing to be able
to carry on business under any name which it presently does so to an extent
which is materially adverse in the context of the Wider Aricom Group taken as a
whole; or
(viii) otherwise adversely affect in any material respect any or all of
the businesses, assets, liabilities, profits or prospects of any member of the
Wider Peter Hambro Mining Group or any member of the Wider Aricom Group
(including any action which would or might adversely affect or prejudice any of
the status, licences, authorisations, exemptions or consents of any member of
the Wider Peter Hambro Mining Group or of the Wider Aricom Group),
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws or
regulations of any relevant jurisdiction in respect of the Acquisition having
expired, lapsed or been terminated;
(d) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, exemptions, permissions and approvals
("Authorisations") necessary or appropriate in any relevant jurisdiction for or
in respect of the Acquisition or the proposed acquisition of all or any Ordinary
Shares or other securities in, or control of, Aricom by any member of the Wider
Peter Hambro Mining Group other than as referred to in condition 3(a) above
having been obtained on terms and in a form satisfactory to Peter Hambro Mining
from all appropriate Third Parties or persons with whom any member of the Wider
Aricom Group or the Wider Peter Hambro Mining Group has entered into contractual
arrangements and all such Authorisations, together with all Authorisations
necessary to carry on the business of any member of the Wider Aricom Group
remaining in full force and effect at the time at which the Scheme becomes
otherwise unconditional and there being no indication of any intention to
revoke, withdraw, suspend, restrict, withhold or modify or not to grant or
review any of the same;
(e) all necessary or appropriate filings or applications having been made in
connection with the Acquisition other than as referred to in condition 3(a)
above, and all appropriate waiting periods (including extensions thereof) in
respect of the Acquisition or its implementation under any applicable
legislation or regulations in any relevant jurisdiction having expired, lapsed
or been terminated (as appropriate) and all statutory or regulatory obligations
in any relevant jurisdiction having been complied with in connection with the
Acquisition or the acquisition by any member of the Wider Peter Hambro Mining
Group of any shares or other securities in, or control of, Aricom;
(f) save as fairly disclosed in Aricom's annual report and accounts for the year
ended 31 December 2007 or as otherwise publicly announced by Aricom, prior to
the Announcement Date or as fairly disclosed by Aricom (or by Aricom's
financial, legal or accounting advisers) to Peter Hambro Mining (or in writing
to Peter Hambro Mining's financial, legal or accounting advisers specifically in
their capacity as Peter Hambro Mining's advisers and in relation to the
Acquisition) prior to the Announcement Date, there being no provision of any
agreement, authorisation, arrangement, lease, licence, permit or other
instrument to which any member of the Wider Aricom Group is a party or by or to
which any such member or any of its assets may be bound, entitled or subject,
which, in each case, in consequence of the Acquisition or the proposed
acquisition by any member of the Wider Peter Hambro Mining Group of any shares
or other securities (or the equivalent) in Aricom or because of a change in the
control or management of any member of the Wider Aricom Group, would or might
result, in a manner which could or might be material in the context of the Wider
Aricom Group taken as a whole, in:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any member of the Wider Aricom Group,
being or becoming repayable or being capable of being declared repayable
immediately or prior to their or its stated maturity date or repayment date or
the ability of any such member to borrow monies or incur any indebtedness being
withdrawn, prohibited or inhibited or becoming capable of being withdrawn,
prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or
other instrument or the rights, liabilities, obligations or interests of any
member of the Wider Aricom Group thereunder being terminated or adversely
modified or affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider Aricom Group being
or falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Aricom Group, or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable or being
enforced;
(v) the rights, liabilities, obligations or interests of any member of the
Wider Aricom Group in, or the business of any such member with, any person,
company, firm or body (or any agreements or arrangements relating to any such
interest or business) being terminated, or adversely modified or adversely
affected;
(vi) the value of any member of the Wider Aricom Group or its financial or
trading position or profits or prospects being prejudiced or adversely affected;
(vii) any member of the Wider Aricom Group ceasing to be able to carry on
business under any name under which it presently does so; or
(viii) the creation or assumption of any liability, actual or contingent, by
any member of the Wider Aricom Group other than in the ordinary course of
business,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, lease, licence, permit or other instrument to which
any member of the Wider Aricom Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would be reasonably
likely to result in any of the events referred to in sub-paragraph (i) to (viii)
of this paragraph (e);
(g)since 31 December 2007 and save as fairly disclosed in Aricom's annual report
and accounts for the year then ended or as otherwise publicly announced by
Aricom prior to the Announcement Date or as fairly disclosed by Aricom (or by
Aricom's financial, legal or accounting advisers) to Peter Hambro Mining (or in
writing to Peter Hambro Mining's financial, legal or accounting advisers
specifically in their capacity as Peter Hambro Mining's advisers and in relation
to the Acquisition) prior to the Announcement Date, no member of the Wider
Aricom Group having:
(i) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class or
securities convertible into or exchangeable for, shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares or convertible
securities (save as between Aricom and wholly-owned subsidiaries of Aricom and
save for the issue of Aricom Shares pursuant to or in connection with rights
granted before the date of this Announcement under the Aricom Share Plans);
(ii) (save for Aricom Shares held in treasury and sold or transferred
pursuant to the exercise of options granted under the Aricom Share Plans prior
to the Announcement Date) sold or transferred or agreed to sell or transfer any
Aricom Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of
Aricom to Aricom or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Acquisition (and save for transactions
between Aricom and its wholly-owned subsidiaries and save for transactions in
the ordinary course of business) entered into, implemented, effected, varied,
authorised or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares or loan capital (or
the equivalent thereof) in any undertaking or undertakings in any such case that
is material in the context of the Wider Aricom Group taken as a whole;
(v) (save for transactions between Aricom and its wholly-owned subsidiaries
and save for transactions in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset that is material in the context of the
Wider Aricom Group taken as a whole or authorised, proposed or announced any
intention to do so;
(vi) (save as between Aricom and its wholly-owned subsidiaries) made or
authorised or proposed or announced an intention to propose any change in its
loan capital;
(vii) (save as between Aricom and its wholly-owned subsidiaries or
transactions under existing credit arrangements or in the ordinary course of
business) issued, authorised, or proposed or announced an intention to authorise
or propose, the issue of or made any change in or to the terms of any debentures
or become subject to any contingent liability or incurred or increased any
indebtedness;
(viii) (save for transactions between members of the Aricom Group) purchased,
redeemed or repaid, or announced any proposal to purchase, redeem or repay, any
of its own shares or other securities or reduced or made any other change to or
proposed the reduction or other change to any part of its share capital;
(ix) entered into or varied or terminated or authorised, proposed or
announced its intention to enter into or vary any material contract,
arrangement, agreement transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or is likely to be restrictive on the business of any
member of the Wider Aricom Group or the Wider Peter Hambro Mining Group or which
involves or is likely to involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business;
(x) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider Aricom Group (save as agreed by Peter Hambro Mining in writing);
(xi) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Aricom Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the Wider Aricom Group taken as a whole;
(xii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider Aricom Group (save
as agreed by Peter Hambro Mining in writing);
(xiii) made or agreed or consented to any significant change to the terms of
the trust deeds and rules constituting the pension scheme(s) established for its
directors, employees or their dependants or to the benefits which accrue, or to
the pensions which are payable, thereunder, or to the basis on which
qualification for, or accrual or entitlement to, such benefits or pensions are
calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to,
any change to the trustees, including the appointment of a trust corporation;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(xv) (other than in respect of a member of the Wider Aricom Group which is
dormant and was solvent at the relevant time) taken or proposed any corporate
action, or had any legal proceedings threatened or instituted against it for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, trustee or
similar officer of all or any material part of its assets or revenues or any
analogous or equivalent steps or proceedings in any relevant jurisdiction having
been taken or had any such person appointed;
(xvi) (other than in respect of capital contributions or capitalisations
between Aricom and wholly-owned subsidiaries of Aricom) waived or compromised or
settled any claim otherwise than in the ordinary course of business which is
material in the context of the Wider Aricom Group as a whole;
(xvii) (other than in connection with the Scheme) made any alteration to its
memorandum or articles of association or other constitutional documents which
has not been filed with the Registrar of Companies prior to the Announcement
Date; or
(xviii) entered into any contract, agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition (f);
(h) since 31 December 2007 and save as fairly disclosed in Aricom's annual
report and accounts for the year then ended or as otherwise publicly announced
by Aricom (or its financial, legal or accounting advisers) prior to the
Announcement Date or as fairly disclosed by Aricom (or by Aricom's financial,
legal or accounting advisers) to Peter Hambro Mining (or in writing to Peter
Hambro Mining's financial, legal or accounting advisers specifically in their
capacity as Peter Hambro Mining's advisers and in relation to the Acquisition)
prior to the Announcement Date:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Aricom Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding against or in respect of any member of the
Wider Aricom Group or to which any member of the Wider Aricom Group is or is
reasonably likely to become a party (whether as a claimant, defendant or
otherwise) and no enquiry or investigation by any Third Party against or in
respect of any member of the Wider Aricom Group having been commenced, announced
or threatened in writing by or against or remaining outstanding in respect of
any member of the Wider Aricom Group in each case which would or might
reasonably be expected to have a material adverse effect on the Wider Aricom
Group taken as a whole;
(iii) no contingent or other liability having arisen which would or might
reasonably be expected to adversely affect any member of the Wider Aricom Group
to an extent which is material in the context of the Wider Aricom Group taken as
a whole; and
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider Aricom Group, which is necessary for
the proper carrying on of its business and which is material in the context of
the Wider Aricom Group taken as a whole;
(i) since 31 December 2007 and save as fairly disclosed in Aricom's annual
report and accounts for the year then ended or as otherwise publicly announced
by Aricom prior to the Announcement Date or as fairly disclosed by Aricom (or by
Aricom's financial, legal or accounting advisers) to Peter Hambro Mining (or in
writing to Peter Hambro Mining's financial, legal or accounting advisers
specifically in their capacity as Peter Hambro Mining's advisers and in relation
to the Acquisition) prior to the Announcement Date, Peter Hambro Mining not
having discovered:
(i) that any financial, business or other information concerning the Wider
Aricom Group publicly announced or disclosed at any time by or on behalf of any
member of the Wider Aricom Group to the Wider Peter Hambro Mining Group, is
misleading, contains a misrepresentation of any fact or omits to state a fact
necessary to make that information not misleading and which in any case, is
material in the context of the Wider Aricom Group taken as a whole;
(ii) that any present member of the Wider Aricom Group or any partnership,
company or other entity in which any member of the Wider Aricom Group has a
significant economic interest and which is not a subsidiary undertaking of
Aricom, is subject to any liability, contingent or otherwise which is material
in the context of the Wider Aricom Group taken as a whole;
(iii) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Aricom Group to an extent
which is material in the context of the Wider Aricom Group taken as a whole;
(iv) that any past or present member of the Wider Aricom Group has not
complied with all applicable legislation, regulations or other requirements of
any relevant jurisdiction with regard to the use, treatment, storage, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or that there has otherwise been a emission,
discharge, disposal, spillage or leak of waste or hazardous substance or any
substance likely to impair the environment or harm human health (whether or not
the same constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) on or from any land or
property of any description or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider Aricom Group or in which
any such member may now or previously have had an interest which would, in any
case, be likely to give rise to any liability (whether actual or contingent) on
the part of any member of the Wider Aricom Group which is material in the
context of the Wider Aricom Group taken as a whole; and
(v) that circumstances exist (whether as a result of the making of the
Announcement or otherwise) which would be likely to lead to any Third Party
instituting, (or whereby any member of the Wider Aricom Group would be likely to
be required to institute), an environmental audit or take any steps which would
in any such case be likely to result in any actual or contingent liability to
improve or install new plant or equipment or to make good, repair, reinstate or
clean up any property of any description or other asset now or previously owned,
occupied or made use of by any member of the Wider Aricom Group, or in which any
such member may now or previously have had an interest, which is material in the
context of the Wider Aricom Group taken as a whole.
Part B - Terms of the Acquisition
1 The Acquisition will not proceed if, before the date of the Scheme
Court Meeting and the Aricom EGM: (a) the Acquisition is referred to the
Competition Commission in the United Kingdom; (b) the European Commission
initiates proceedings under Article 6(1)(c) of the Merger Regulation in relation
to the Acquisition; or (c) there is a reference to the Competition Commission
following a referral by the European Commission under Article 9.1 of the Merger
Regulation.
2 If the Acquisition is a Takeover Offer and lapses in accordance with paragraph
1 above not only will such Acquisition cease to be capable of further acceptance
but also the Aricom Shareholders and Peter Hambro Mining will thereafter cease
to be bound by prior acceptances.
3 Peter Hambro Mining reserves the absolute right to elect to implement the
Acquisition by way of a takeover offer (as such term is defined in Part 28 of
the Companies Act 2006). In such event, such offer will be implemented on the
same terms so far as applicable (subject to appropriate amendments, including
(without limitation and subject to the consent of the Panel) an acceptance
condition set at 90 per cent. (or such lesser percentage (being more than 50 per
cent.) as Peter Hambro Mining may decide) in nominal value of the Aricom Shares
to which such offer relates.
4 The Scheme will be governed by English law and be subject to the exclusive
jurisdiction of the English courts, to the conditions set out above and the
further terms set out in the Scheme Document.
5 Subject to the requirements of the Panel or the Court, Peter Hambro Mining
reserves the right to waive, in whole or in part, all or any of conditions 3(a)
to 3(l) inclusive. The Scheme will not become effective unless all Conditions
have been fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by Peter Hambro Mining to be or remain satisfied by no later
than the date referred to in condition 1 of Part A(or such later date as Peter
Hambro Mining, Aricom the Panel and, if required, the Court, may allow).
6 Peter Hambro Mining shall be under no obligation to waive (if capable of
waiver) or treat as fulfilled any of the conditions in paragraph 3 of Part A by
a date earlier than the latest date specified above for the fulfilment thereof,
notwithstanding that the other conditions of the Acquisition may at such earlier
date have been fulfilled and that there are, at such earlier date, no
circumstances indicating that any of such conditions may be incapable of
fulfilment. Each of the conditions in paragraph 3 of Part A will be regarded as
a separate condition and shall not be limited by reference to any other
conditions. The Conditions are inserted for the benefit of Peter Hambro Mining
and no Aricom Shareholder shall be entitled to waive any of the Conditions
without the prior written consent of Peter Hambro Mining.
7 If Peter Hambro Mining is required by the Panel to make an offer for Aricom
Shares under the provisions of Rule 9 of the Code, Peter Hambro Mining may make
such alterations to the above conditions of the Acquisition as are necessary to
comply with the provisions of that Rule.
8 The availability of the Acquisition to persons 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 and observe any
applicable requirements.
Appendix II
Sources and Bases
a) The pro forma combined market capitalisation of Peter Hambro Mining and
Aricom is based upon the undiluted number of Peter Hambro Mining Shares of
81,155,052, the 16,000,000 Placing Shares and the latest closing price of Peter
Hambro Mining Shares on AIM on 5 February 2009 of 495 pence (converted into US$
as set out in paragraph (f) below) and the undiluted number of Aricom Shares of
1,182,863,763, the latest closing price of Aricom Shares on the Official List on
5 February 2009 of 26 pence (converted into US$ as set out in paragraph (f)
below).
b) The statement that the unaudited pro forma net cash of the Enlarged
Group is US$5 million is derived from an estimate of Peter Hambro Mining's gross
debt of US$370 million as at 31 December 2008 less US$78 million being the book
value (US$87 million nominal value) of 48.3 per cent. of the Gold Exchangeable
Bonds, less Peter Hambro Mining's cash of US$25 million less Aricom's cash of
US$257 million and the net Placing Proceeds of US$15 million (after deduction of
equity placing fees and the consideration to be paid for the acquisition of 48.3
per cent. of Peter Hambro Mining's outstanding Gold Exchangeable Bonds).
c) The market price of Peter Hambro Mining Shares is the closing middle
market quotation derived from AIM.
d) The market price of Aricom Shares is the closing middle market quotation
derived from the Official List.
e) The calculation of the 73,928,985 New Peter Hambro Mining Shares to be
issued as the consideration payable for the acquisition of Aricom is based upon
Aricom's undiluted share capital of 1,182,863,763 shares on 5 February 2009
divided by 16 (being the exchange ratio under the Scheme).
f) The US dollar : sterling exchange rate used in this announcement is
1.455.
g) The percentage holdings of Aricom Shareholders, Peter Hambro Mining
Shareholders and the Placees in the Enlarged Group is based on the existing
undiluted ordinary share capital of Peter Hambro Mining and Aricom as set out in
(a) above and the 16 million Peter Hambro Mining Shares to be issued pursuant to
the Placing.
Appendix III
Irrevocable Undertakings
The following Aricom Directors have given irrevocable undertakings to vote in
favour of the Aircom EGM Resolutions at the Aricom EGM and the Scheme Court
Meeting in respect of the number of Aricom Shares set out below:
+-------------------+---------------------------------------------------+
| Name | Number of Aricom Shares |
| | |
+-------------------+---------------------------------------------------+
| Brian Egan | 107,622 (held in his own name) |
+-------------------+---------------------------------------------------+
| George Jay Hambro | 110,000 (held by HSBC Global Custody Nominee (UK) |
| | Ltd) |
| | 2,500,000 (held under the Aricom Share Option |
| | Scheme) |
+-------------------+---------------------------------------------------+
| Martin Smith | 400,000 (held under the Aricom Share Option |
| | Scheme) |
+-------------------+---------------------------------------------------+
| Pavel Maslovskiy | 10,268,465 (held by Macaria Investments Limited) |
| | 5,999,432 (held by Viscaria Investments Limited) |
| | 650,000 (held by Viscaria Investments Limited) |
| | 2,909,530 (held by Millennium Implementation |
| | Limited) |
| | 1,928,940 (held by Precious Metals Investments |
| | Limited) |
| | 66,022,727 (held by Philotus Holdings Limited)* |
+-------------------+---------------------------------------------------+
| Peter Hambro | 10,929,002 (held by Peter Hambro Limited) |
| | 10,650,000 (held by Peter Hambro Limited Crest |
| | Account) |
| | 66,022,727 (held by Philotus Holdings Limited)* |
+-------------------+---------------------------------------------------+
| Sir Malcolm Field | 605,000 (held by Roy Nominees Limited) |
| | 600,000 (held by Ruffer & Co A/C FIE007) |
+-------------------+---------------------------------------------------+
| Sir Roderic Lyne | 26,000 (held by Canaccord Adams Limited) |
+-------------------+---------------------------------------------------+
| Tony Redman | - |
+-------------------+---------------------------------------------------+
| Yuri Makarov | 110,000 (held by HSBC Global Custody Nominee (UK) |
| | Ltd) |
| | 800,000 (held under the Aricom Share Option |
| | Scheme) |
+-------------------+---------------------------------------------------+
* Peter Hambro and Pavel Maslovskiy are each beneficially interested in half of
these shares
These undertakings will continue to apply in the event that the Offer is
implemented by way of a Takeover Offer. These undertakings remain binding in the
event of a competing offer being made in relation to Aricom unless the Offer
lapses or is withdrawn.
Appendix IV
Dealing Disclosure
On 5 February 2009 Peter Hambro Mining announced the Placing pursuant to which
certain Peter Hambro Mining Directors have agreed to subscribe for Placing
Shares. The holdings of these directors in Peter Hambro Mining Shares before and
after the Placing, and the Placing Shares which they have agreed to subscribe,
are as follows.
+---------------------------------+-----------+--------+-----------+------------+--------+
| Director | Number | Per | Number | Number of | Per |
| | of | cent. | of | shares | cent. |
| | shares | | shares | held | |
| | held | | purchased | following | |
| | prior to | | under the | the | |
| | placing | | placing | placing | |
+---------------------------------+-----------+--------+-----------+------------+--------+
| Peter Hambro and associates | 5,283,179 | 6.51 | 63,446 | 5,346,625 | 5.503 |
+---------------------------------+-----------+--------+-----------+------------+--------+
| Jay Hambro and associates | - | - | 4,444 | 4,444 | 0.005 |
+---------------------------------+-----------+--------+-----------+------------+--------+
| Andrey Maruta and associates | - | - | 3,333 | 3,333 | 0.003 |
+---------------------------------+-----------+--------+-----------+------------+--------+
| Alya Samokhvalova and | - | - | 150,000 | 150,000 | 0.154 |
| associates | | | | | |
+---------------------------------+-----------+--------+-----------+------------+--------+
| Karolina Subczynska and | - | - | 22,222 | 22,222 | 0.023 |
| associates | | | | | |
+---------------------------------+-----------+--------+-----------+------------+--------+
Appendix V
Definitions
+-------------------------+-------------------------------------------------+
| Acquisition | the Merger |
+-------------------------+-------------------------------------------------+
| ADR | American Depository Receipt |
+-------------------------+-------------------------------------------------+
| AIM | the alternative investment market of the |
| | London Stock Exchange |
+-------------------------+-------------------------------------------------+
| AIM Rules | the AIM Rules for Companies and AIM Rules |
| | for Nomads |
+-------------------------+-------------------------------------------------+
| Announcement or | this announcement made by Peter Hambro |
| announcement | Mining under Rule 2.5 of the Code regarding |
| | the proposed acquisition of Aricom by means |
| | of the Scheme |
+-------------------------+-------------------------------------------------+
| Announcement Date | 6 February 2009, being the date of this |
| | Announcement |
+-------------------------+-------------------------------------------------+
| Appendices | the appendices to this announcement |
+-------------------------+-------------------------------------------------+
| Aricom | Aricom plc |
+-------------------------+-------------------------------------------------+
| Aricom Directors | Pavel Maslovskiy, Jay Hambro, Brian Egan, |
| | Yuri Makarov, Martin Smith, Sir Malcolm |
| | Field, Peter Hambro, Sir Roderic Lyne and |
| | Tony Redman |
+-------------------------+-------------------------------------------------+
| Aricom EGM (or Aricom | the general meeting of Aricom (and any |
| Extraordinary General | adjournment thereof) to be convened in |
| Meeting) | connection with the Acquisition |
+-------------------------+-------------------------------------------------+
| Aricom EGM Resolutions | resolutions to approve the Scheme, the |
| | reduction of Aricom's share capital and the |
| | amendment of Aricom's articles of |
| | association, together with the other |
| | resolutions set out in the Scheme Document |
+-------------------------+-------------------------------------------------+
| Aricom IFC Options | options granted to International Finance |
| | Corporation pursuant to which International |
| | Finance Corporation can subscribe for |
| | 17,076,372 Aricom Shares at an exercise |
| | price of 74 pence, subject to adjustment in |
| | accordance with the terms and conditions |
| | thereof |
+-------------------------+-------------------------------------------------+
| Aricom Group | Aricom and its Group |
+-------------------------+-------------------------------------------------+
| Aricom Long Term | the incentive plan established by Aricom in |
| Incentive Plan or | 2007, relating to awards which may be made |
| Aricom LTIP | to eligible senior managers and directors in |
| | the Aricom Group subject to the achievement |
| | of certain performance conditions |
+-------------------------+-------------------------------------------------+
| Aricom LTIP Awards | awards under the Aricom LTIP |
+-------------------------+-------------------------------------------------+
| Aricom Shareholder | a holder of Aricom Shares |
+-------------------------+-------------------------------------------------+
| Aricom Share Option | the Aricom plc Share Option Scheme approved |
| Scheme | by the shareholders of Aricom on 12 December |
| | 2003 |
+-------------------------+-------------------------------------------------+
| Aricom Share Plans | the Aricom Long Term Incentive Plan and the |
| | Aricom Share Option Scheme |
+-------------------------+-------------------------------------------------+
| Aricom Shares | the existing unconditionally allotted or |
| | issued and fully paid Ordinary Shares and |
| | any further such Ordinary Shares which are |
| | unconditionally allotted or issued before |
| | the Scheme becomes effective |
+-------------------------+-------------------------------------------------+
| Aricom Warrants | warrants each of which gives the right to |
| | subscribe for one Aricom Share, constituted |
| | by a warrant instrument dated 4 June 2007 |
+-------------------------+-------------------------------------------------+
| Business Day (or | a day (excluding Saturdays, Sundays and UK |
| business day) | public holidays) on which banks are |
| | generally open for business in London |
+-------------------------+-------------------------------------------------+
| Canaccord Adams | Canaccord Adams Limited |
+-------------------------+-------------------------------------------------+
| Capital Reduction | the hearing by the Court to confirm the |
| Hearing | Reduction of Capital at which the Reduction |
| | Court Order is expected to be granted |
+-------------------------+-------------------------------------------------+
| Code | the City Code on Takeovers and Mergers |
| | issued by the Panel |
+-------------------------+-------------------------------------------------+
| Companies Act | Companies Act 2006 |
+-------------------------+-------------------------------------------------+
| Conditions | the conditions to the implementation of the |
| | Acquisition set out in Appendix I of this |
| | Announcement and Condition means any one of |
| | them |
+-------------------------+-------------------------------------------------+
| Court | the High Court of Justice in England and |
| | Wales |
+-------------------------+-------------------------------------------------+
| Court Orders | the Scheme Court Order and the Reduction |
| | Court Order |
+-------------------------+-------------------------------------------------+
| DRI plant | direct reduced iron plant |
+-------------------------+-------------------------------------------------+
| Effective Date | the date on which the Scheme becomes |
| | effective |
+-------------------------+-------------------------------------------------+
| Enlarged Group | Peter Hambro Mining Group as enlarged by the |
| | Merger |
+-------------------------+-------------------------------------------------+
| FAS | the Federal Anti-Monopoly Service of Russia, |
| | including its territorial divisions (or any |
| | relevant successor) |
+-------------------------+-------------------------------------------------+
| Financial Services | the UK Financial Services Authority |
| Authority | |
+-------------------------+-------------------------------------------------+
| Garinskoye | an iron ore deposit field situated in the |
| | Mazanovsky Administrative District in the |
| | Amur Region in Russia's Far East |
+-------------------------+-------------------------------------------------+
| GIS | Gold Institute Standard |
+-------------------------+-------------------------------------------------+
| Gold Exchangeable Bonds | US$180 million of Gold Equivalent |
| | Exchangeable Bonds due 2012 |
+-------------------------+-------------------------------------------------+
| Group | in relation to any person, that person and |
| | any companies which are holding companies, |
| | subsidiaries or subsidiary undertakings of |
| | it or of any such holding company |
+-------------------------+-------------------------------------------------+
| holding company | has the meaning given to it in the Companies |
| | Act |
+-------------------------+-------------------------------------------------+
| IFC | International Finance Corporation |
+-------------------------+-------------------------------------------------+
| Implementation | the implementation agreement between Peter |
| Agreement | Hambro Mining and Aricom dated the date |
| | hereof in connection with the implementation |
| | of the Scheme |
+-------------------------+-------------------------------------------------+
| Independent Aricom | the committee of the Board Committee of |
| Board Committee | directors of Aricom comprising the |
| | Independent Aricom Directors |
+-------------------------+-------------------------------------------------+
| Independent Aricom | the independent directors of Aricom and an |
| Directors | Independent Aricom Director being any one |
| | such director |
+-------------------------+-------------------------------------------------+
| Independent Board | the Independent Peter Hambro Mining Board |
| Committees | Committee and the Independent Aricom Board |
| | Committee |
+-------------------------+-------------------------------------------------+
| Independent Peter | the committee of the Board Committee of |
| Hambro Mining Board | directors of Peter Hambro Mining comprising |
| Committee | the Independent Peter Hambro Mining |
| | Directors |
+-------------------------+-------------------------------------------------+
| Independent Peter | the independent directors of Peter Hambro |
| Hambro Mining Directors | Mining and an Independent Peter Hambro |
| | Mining Director being any one such Director |
+-------------------------+-------------------------------------------------+
| JPMorgan Cazenove | JPMorgan Cazenove Limited |
+-------------------------+-------------------------------------------------+
| K&S | the Kimkanskoye and Sutaraskoye iron ore |
| | deposits field located in the Evreyskaya |
| | Avtonomnaya Oblast in the south-western part |
| | of Russia's Far East |
+-------------------------+-------------------------------------------------+
| Liberum Capital | Liberum Capital Limited |
+-------------------------+-------------------------------------------------+
| London Stock Exchange | London Stock Exchange plc or its successor |
| or LSE | |
+-------------------------+-------------------------------------------------+
| Main Market | the main market for listed securities of the |
| | London Stock Exchange |
+-------------------------+-------------------------------------------------+
| Merger | the proposed merger of Peter Hambro Mining |
| | and Aricom on the terms and conditions set |
| | out in this Announcement including by means |
| | of the Scheme as described in the Scheme |
| | Document (or by means of a takeover offer if |
| | Peter Hambro Mining so elects in accordance |
| | with the terms set out in Appendix I and |
| | subject to the consent of the Panel) |
+-------------------------+-------------------------------------------------+
| Merger Regulation | Council Regulation (EC) 139/2004 |
+-------------------------+-------------------------------------------------+
| Morgan Stanley | Morgan Stanley & Co. Limited |
+-------------------------+-------------------------------------------------+
| mtpa | million tonnes per annum |
+-------------------------+-------------------------------------------------+
| New Peter Hambro Mining | the new Peter Hambro Mining Shares to be |
| Shares | allotted and issued to Aricom Shareholders |
| | as consideration for the cancellation of the |
| | Aricom Shares pursuant to the Scheme |
+-------------------------+-------------------------------------------------+
| Offer | the recommended offer by Peter Hambro Mining |
| | for the whole of the issued ordinary share |
| | capital of Aricom not already owned by Peter |
| | Hambro Mining on the terms and subject to |
| | the conditions to be set out in the Scheme |
| | Document including, where the context so |
| | requires, any subsequent revision, |
| | variation, extension or renewal of such |
| | offer |
+-------------------------+-------------------------------------------------+
| Official List | the official list of the UK Listing |
| | Authority |
+-------------------------+-------------------------------------------------+
| Ordinary Shares | the ordinary shares of 0.1 pence each in |
| | Aricom |
+-------------------------+-------------------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | Peter Hambro Mining Plc |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | the board of directors of Peter Hambro |
| Board | Mining |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | Peter Hambro, Jay Hambro, Dr Pavel |
| Directors | Maslovskiy, Alexei Maslovskiy, Andrey |
| | Maruta, Alya Samokhvalova, Karolina |
| | Subczynska, Sir Rudolph Agnew, Peter |
| | Hill-Wood and Lord Guthrie |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining EGM | the extraordinary general meeting (or any |
| | adjournment thereof) of the holders of Peter |
| | Hambro Mining Shares to be convened to |
| | consider and, if thought fit, to approve the |
| | resolution(s) to be proposed thereat in |
| | connection with the Scheme (or, if relevant, |
| | the Takeover Offer) and such other matters |
| | as may be agreed between Peter Hambro Mining |
| | and Aricom as necessary or desirable for the |
| | purposes of implementing the Scheme (or, if |
| | relevant, the Takeover Offer) |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | Peter Hambro Mining and its Group |
| Group | |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | the resolutions to be proposed at the Peter |
| Resolutions | Hambro Mining EGM in connection with the |
| | Scheme (or, if relevant, the Takeover Offer) |
| | and such other matters as may be agreed |
| | between Peter Hambro Mining and Aricom as |
| | necessary or desirable for the purposes of |
| | implementing the Scheme (or, if relevant, |
| | the Takeover Offer) |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | a holder of Peter Hambro Mining Shares |
| Shareholder | |
+-------------------------+-------------------------------------------------+
| Peter Hambro Mining | ordinary shares in the capital of Peter |
| Shares | Hambro Mining |
+-------------------------+-------------------------------------------------+
| Placees | the placees under the Placing |
+-------------------------+-------------------------------------------------+
| Placing | the placing of new ordinary shares in Peter |
| | Hambro Mining Limited announced on 5 |
| | February 2009 |
+-------------------------+-------------------------------------------------+
| Placing Shares | the new Peter Hambro Mining Shares subject |
| | to the Placing |
+-------------------------+-------------------------------------------------+
| Placing Proceeds | the proceeds of the Placing before expenses |
+-------------------------+-------------------------------------------------+
| Reduction Court Order | the order of the Court confirming the |
| | capital reduction under section 135 of the |
| | Companies Act 1985 |
+-------------------------+-------------------------------------------------+
| Registrar of Companies | the Registrar of Companies in England and |
| (or Registrar) | Wales |
+-------------------------+-------------------------------------------------+
| Regulatory Information | an information dissemination provider |
| Service | approved by the Financial Services Authority |
| | and whose name is set out on a list approved |
| | by the Financial Services Authority |
+-------------------------+-------------------------------------------------+
| Restricted Jurisdiction | any jurisdiction where local laws or |
| | regulations may result in a significant risk |
| | of civil, regulatory or criminal exposure |
| | for Peter Hambro Mining or Aricom if |
| | information or documentation concerning the |
| | Offer is sent or made available to Aricom |
| | Shareholders in that jurisdiction |
+-------------------------+-------------------------------------------------+
| Russia | the Russian Federation |
+-------------------------+-------------------------------------------------+
| SEC | the Securities Exchange Commission |
+-------------------------+-------------------------------------------------+
| Scheme | the proposed scheme of arrangement to be |
| | made under Part 26 of the Companies Act 2006 |
| | between Aricom and the Scheme Shareholders |
| | (with or subject to any modification, |
| | addition or condition approved or imposed by |
| | the Court and agreed to by Aricom and Peter |
| | Hambro Mining), particulars of which will be |
| | set out in the Scheme Document |
+-------------------------+-------------------------------------------------+
| Scheme Capital | the proposed reduction of the ordinary share |
| Reduction | capital of Aricom provided by the Scheme |
| | under section 135 of the Companies Act 1985 |
+-------------------------+-------------------------------------------------+
| Scheme Court Meeting | the meeting (and any adjournment thereof) of |
| | the holders of the Scheme Shares in issue at |
| | the Scheme Voting Record Time to be convened |
| | by order of the Court pursuant to Part 26 of |
| | the Companies Act 2006 to consider, and if |
| | thought fit, approve the Scheme (in its |
| | original form or with or subject to any |
| | modification, addition or condition approved |
| | or imposed by the Court) |
+-------------------------+-------------------------------------------------+
| Scheme Court Order | the order of the Court sanctioning the |
| | Scheme under Part 26 of the Companies Act |
+-------------------------+-------------------------------------------------+
| Scheme Document | the document to be posted to the Aricom |
| | Shareholders as soon as practicable |
| | following the Announcement Date containing |
| | and setting out, amongst other things, the |
| | terms and conditions of the Scheme, certain |
| | information about Peter Hambro Mining and |
| | Aricom, the Scheme and the notices convening |
| | the Scheme Court Meeting and the Aricom EGM |
+-------------------------+-------------------------------------------------+
| Scheme Effective Date | the date upon which the Scheme becomes |
| | effective in accordance with its terms |
+-------------------------+-------------------------------------------------+
| Scheme Shareholders | the holders of the Scheme Shares |
+-------------------------+-------------------------------------------------+
| Scheme Shares | means: |
| | a) the |
| | Aricom |
| | Shares in |
| | issue at |
| | the date |
| | of the |
| | Scheme |
| | Document; |
| | b) (if |
| | any) any |
| | Aricom |
| | Shares |
| | issued |
| | after the |
| | date of |
| | the |
| | Scheme |
| | Document |
| | and prior |
| | to the |
| | Scheme |
| | Voting |
| | Record |
| | Time; and |
| | c) (if |
| | any) any |
| | Ordinary |
| | Shares |
| | issued at |
| | or after |
| | the |
| | Scheme |
| | Voting |
| | Record |
| | Time and |
| | at or |
| | prior to |
| | 6.00 pm |
| | (London |
| | time) on |
| | the |
| | business |
| | day |
| | before |
| | the |
| | Capital |
| | Reduction |
| | Hearing |
| | either on |
| | terms |
| | that the |
| | original |
| | or any |
| | subsequent |
| | holders |
| | thereof |
| | shall be |
| | bound by |
| | the Scheme |
| | and/or in |
| | respect of |
| | which the |
| | original |
| | or any |
| | subsequent |
| | holders |
| | thereof |
| | are, or |
| | shall have |
| | agreed in |
| | writing to |
| | be, bound |
| | by the |
| | Scheme, |
| | d) in |
| | each case, |
| | excluding |
| | any Aricom |
| | Shares |
| | beneficially |
| | owned by |
| | and/or |
| | registered |
| | in the name |
| | of Peter |
| | Hambro |
| | Mining |
+-------------------------+-------------------------------------------------+
| Scheme Voting Record | the time and date specified in the Scheme |
| Time | Document by reference to which entitlement |
| | to vote on the Scheme will be determined |
+-------------------------+-------------------------------------------------+
| subsidiary and | have the meanings given to them to be |
| subsidiary undertaking | construed in accordance with in the |
| | Companies Act 2006 |
+-------------------------+-------------------------------------------------+
| Takeover Offer | a takeover offer as such term is defined in |
| | Section 974 of the Companies Act |
+-------------------------+-------------------------------------------------+
| Third Party | a central bank, government or governmental, |
| | quasi-governmental, supranational, |
| | statutory, regulatory, environmental or |
| | investigative body, court, trade agency, |
| | professional association, institution, |
| | employee representative body or any other |
| | such body or person whatsoever in any |
| | jurisdiction |
+-------------------------+-------------------------------------------------+
| UK or United Kingdom | United Kingdom of Great Britain and Northern |
| | Ireland |
+-------------------------+-------------------------------------------------+
| UK Listing Authority | the Financial Services Authority in its |
| | capacity as the competent authority under |
| | the Financial Services and Markets Act 2000 |
+-------------------------+-------------------------------------------------+
| US or United States | the United States of America, its |
| | territories and possession, any state of the |
| | United States and the District of Columbia |
+-------------------------+-------------------------------------------------+
| Wider Aricom Group | Aricom, its subsidiaries, subsidiary |
| | undertakings and associated undertakings and |
| | any other body corporate, partnership, joint |
| | venture or person in which Aricom and such |
| | undertakings (aggregating their interests) |
| | have a direct or indirect interest of 20 per |
| | cent or more of the voting or equity capital |
| | or the equivalent |
+-------------------------+-------------------------------------------------+
| Wider Peter Hambro | Peter Hambro Mining, its subsidiaries, |
| Mining Group | subsidiary undertakings and associated |
| | undertakings and any other body corporate, |
| | partnership, joint venture or person in |
| | which Peter Hambro Mining and such |
| | undertakings (aggregating their interests) |
| | have a direct or indirect interest of 20 per |
| | cent or more of the voting or equity capital |
| | or the equivalent |
+-------------------------+-------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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