Schemes of Arrangement Sanctioned by Court
22 April 2009 - 8:00AM
UK Regulatory
TIDMORE TIDMPOGW
RNS Number : 9468Q
Aricom PLC
22 April 2009
+-----------------------------------+------------------------------------+
| Press Release | 22 April 2009 |
+-----------------------------------+------------------------------------+
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF ANY SUCH JURISDICTION
RECOMMENDED OFFER BY PETER HAMBRO MINING PLC -
SCHEMES OF ARRANGEMENT SANCTIONED BY COURT
On 6 February 2009 the Independent Board Committees of Aricom plc ("Aricom") and
Peter Hambro Mining Plc ("Peter Hambro Mining") announced that they had reached
agreement on the terms of a recommended all share offer to be made by Peter
Hambro Mining for the entire issued and to be issued share capital of Aricom is
to be implemented by means of a scheme of arrangement ("Share Scheme").
On 27 February 2009 the Independent Board Committee of Aricom further announced
that it had written to holders of Aricom Warrants, informing them of Peter
Hambro Mining's intention to seek to exchange Aricom Warrants for new Peter
Hambro Mining Warrants by way of a separate scheme of arrangement (the "Warrant
Scheme").
On 31 March 2009, the Independent Board Committee of Aricom announced that the
Aricom Shareholders had approved the Share Scheme by the requisite majority at
the Court Meeting and passed the proposed special resolution relating to the
Share Scheme at the Extraordinary General Meeting of Aricom, both of which were
held on 31 March 2009. On 31 March 2009, the Independent Board Committee of
Aricom also announced that the Warrantholders had approved the Warrant Scheme by
the requisite majority at the Warrant Scheme Court Meeting held on 31 March
2009.
The Independent Board Committee of Aricom is pleased to announce that yesterday
afternoon the Court sanctioned the Share Scheme and the Warrant Scheme at the
Share Scheme Hearing and the Warrant Scheme Hearing respectively. It is expected
that the Share Scheme will become effective today, 22 April 2009, following the
registration by the Registrar of Companies of the Court Order and that the
Warrant Scheme will become effective today, 22 April 2009, upon delivery of the
Order to the Registrar of Companies and the Share Scheme becoming effective.
In accordance with paragraph 20 of Part II (Explanatory Statement) of the Share
Scheme Document and paragraph 6 of Part II (Explanatory Statement) of the
Warrant Scheme Document, the listings of Aricom Shares and Aricom Warrants on
the Official List maintained by the UK Listing Authority and their trading on
the London Stock Exchange's market for listed securities were suspended with
effect from the close of business yesterday and will be cancelled at 8.00 a.m.
(London time) today, 22 April 2009.
Holders of Scheme Shares who were on the register at 6.00pm on 21 April 2009 are
entitled to receive one New Peter Hambro Mining Share in exchange for every 16
Aricom Shares.
Holders of Aricom Warrants who were on the register at 6.00pm on 21 April 2009
are entitled to receive one Peter Hambro Mining Warrant in exchange for every 16
Aricom Warrants.
The New Peter Hambro Mining Shares and the Peter Hambro Mining Warrants are
expected to be admitted to the Official List and to trading on the London Stock
Exchange's Main Market for listed securities at 8.00am today, 22 April 2009.
Terms and conditions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the Share Scheme
Document or the Warrant Scheme Document (as appropriate).
For further information:
Aricom plc
Charles Gordon, Investor Relations Officer +44 (0) 20 7201 8939
Heather Williams, Company Secretary
Canaccord Adams Limited +44 (0)20 7050 6500
Robert Finlay
Mike Jones
Guy Blakeney
Morgan Stanley & Co. Limited +44 (0) 20 7425 8000
Peter Bacchus
Richard Allan
Laurence Hopkins
Abchurch PR +44 (0) 20 7398 7700
Charlie Jack
George Parker
Canaccord Adams, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Aricom and no-one else
in connection with the Offer 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 Offer or any matter related to the
Offer.
Morgan Stanley & Co. Limited is acting exclusively for Aricom and no-one else in
connection with the Offer and will not be responsible to anyone other than
Aricom for providing the protections afforded to clients of Morgan Stanley & Co.
Limited nor for providing advice in relation to the Offer or any other matter
related to the Offer.
This announcement has been prepared in accordance with English law, the Code and
applicable rules and regulations of the London Stock Exchange and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside of the United Kingdom. The distribution of this
announcement in jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement comes should
inform themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or issue, or a
solicitation of an offer to buy or subscribe for, shares or other securities or
a solicitation of any vote or approval in any jurisdiction. This announcement
does not constitute a prospectus or a prospectus equivalent document. The Offer
will be made solely by means of the Scheme Documents (or any document through
which the Offer is actually made).
This announcement is not an offer of securities for sale in the United States or
any other jurisdiction. If the New PHM Shares are issued to Aricom shareholders
pursuant to the Scheme, they will be issued in reliance upon an exemption from
the registration requirements of the US Securities Act afforded by section
3(a)(10) thereof and, as a consequence, will not be registered thereunder or
under the securities laws of any state or other jurisdiction of the United
States. No public offering of securities is being made in the United States.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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