TIDMPMHL
RNS Number : 9549K
Prosperity Minerals Holdings Ltd
05 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
5 August 2013
Recommended Cash Offer
by Jetgo Development Limited ("Jetgo Bidco")
(a wholly owned subsidiary of Prosperity International Holdings
(H.K.) Limited ("PIHL"))
for Prosperity Minerals Holdings Limited ("PMHL")
Irrevocable Undertakings to accept the Offer
Further to the announcement on 22 July 2013 of a recommended
cash offer by Jetgo Bidco for the entire issued and to be issued
share capital of PMHL, other than those PMHL Shares already owned
by PIHL and the Treasury Shares (the "Offer Announcement"), Jetgo
Bidco is pleased to confirm that it has received irrevocable
undertakings to accept (or procure the acceptance of) the Offer in
respect of 36,461,747 PMHL Shares, in aggregate, representing
approximately 25.43 per cent. of PMHL's Issued Share Capital and
70.76 per cent. of the PMHL Shares which are the subject of the
Offer.
These undertakings, taken together with the 91,865,324 PMHL
Shares in which PIHL is currently interested in (directly and/or
indirectly through Jetgo Bidco) represent approximately 89.49 per
cent. of PMHL's Issued Share Capital.
Details of the irrevocable undertakings received by Jetgo Bidco
to date in relation to PMHL Shares are set out in the Appendix to
this announcement. Certain terms used in this announcement are
defined in Offer Announcement.
Enquiries
Jetgo Development Limited
Richard Kong
Gloria Wong +852 2243 3778
Prosperity Minerals Holdings
Limited
Patrick Li +852 3187 2618
Anthony Williams +44 (0) 7810 883 145
Grant Thornton UK LLP
Philip Secrett
Salmaan Khawaja
Melanie Frean +44 (0) 20 7383 5100
Daniel Stewart & Company plc
(Financial adviser, nominated
adviser and broker to PMHL)
Antony Legge
Paul Shackleton
Ciaran Walsh +44 (0) 20 7776 6550
Citigate Dewe Rogerson
Martin Jackson
Jack Rich
Priscilla Garcia +44 (0) 20 7638 9571
Further Information
Independent Shareholders are reminded that the City Code on
Takeovers and Mergers does not apply to PMHL as although it is
incorporated in Jersey, its place of central management is located
outside of the United Kingdom, the Channel Islands and the Isle of
Man. Therefore the Offer will not be regulated by the Panel on
Takeovers and Mergers in the United Kingdom.
The Offer is not being made directly or indirectly, and
securities of PMHL will not be accepted for purchase from or on
behalf of any Independent Shareholder, in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of
this Announcement.
Unless otherwise determined by Jetgo Bidco and permitted by
applicable law and regulation, the Offer will not be made, directly
or indirectly, in or into, or by the use of the mail or by any
means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, Canada,
Australia, the Republic of South Africa or Japan) and the Offer
will not capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from a Restricted Jurisdiction.
Publication on websites
A copy of this announcement, is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on the
websites of PMHL at www.pmhl.co.uk and PIHL at www.pihl-hk.com in
each case by no later than 12 noon on [6] August 2013 and will
remain so during the course of the Offer. For the avoidance of
doubt, the content of the websites referred to above is not
incorporated into and does not form part of this announcement.
APPENDIX
DETAILS OF IRREVOCABLE UNDERTAKINGS
Independent Shareholders
Independent Shareholder No. of PMHL Shares Percentage of PMHL
Issued Share Capital
CIM Dividend Income Fund
(Note (a)) 4,175,000 2.91
Mackenzie Cundill Recovery
Fund (Note (a)) 11,600,000 8.09
Mackenzie Cundill Emerging
Markets Value Class (Note
(a)) 5,000,000 3.49
Cundill International
Company Limited (Note
(a)) 2,814,550 1.96
LIM Asia Multi-Strategy
Fund Inc. 4,391,740 3.06
LIM Asia Special Situations
Master Fund Ltd 6,363,156 4.44
Note (a): CIM Investment Management Limited is a fund manager
and, for so long as it has discretionary management in respect of
the PMHL shares as set out in the above table, it has provided
undertakings to accept or procure the acceptance of the Offer in
respect of the beneficial interests in PMHL Shares held by CIM
Dividend Income Fund, Mackenzie Cundill Recovery Fund, Mackenzie
Cundill Emerging Markets Value Class and Cundill International
Company Limited.
The terms of these undertakings will lapse if (a) the offer
document is not posted within 28 days of the Offer Announcement;
(b) the Offer lapses or is withdrawn; (c) the Offer has not closed
by 31 October 2013; or (d) a competing bid is made by a third party
for PMHL Shares, the price or value of which exceeds the value of
the Offer.
PMHL Directors
PMHL Director No. of PMHL Shares Percentage of PMHL
Issued Share Capital
--------------------------- ------------------- ----------------------
Patrick Siu Ming Li (Note
(a)) 1,543,121 1.08
--------------------------- ------------------- ----------------------
John Campbell Robertson
(Note (a)) 10,000 0.01
--------------------------- ------------------- ----------------------
Antony John Williams
(Note (a)) 10,000 0.01
--------------------------- ------------------- ----------------------
Sandy Chun-Kwan Chim
(Note (b)) 555,180 0.39
--------------------------- ------------------- ----------------------
Note (a): Mr Li, Mr Robertson and Mr Williams are Independent
Directors for the purposes of considering and recommending the
Offer.
Note (b): Mr Chim is a Non-executive Director of PMHL. The PMHL
Board has determined that Mr Chim is not an independent director
for the purposes of considering and recommending the Offer.
The terms of the these undertakings will lapse if (a) the offer
document is not posted by 5 p.m. (London time) on 19 August 2013
(or such later date as Jetgo Bidco and PMHL may agree); (b) the
Offer lapses or is withdrawn; or (c) a competing bid is made by a
third party for PMHL Shares which represents an improvement of 10
per cent. or more on the value of the consideration offered under
the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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