TIDMPMHL

RNS Number : 5070L

Prosperity Minerals Holdings Ltd

12 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.

12 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")

Offer Document Posted

Further to the announcement on 22 July 2013 of Jetgo Bidco's intention to make a recommended cash offer (the "Offer") to acquire the entire issued and to be issued share capital of PMHL, other than the PMHL Shares already held by PIHL, at the offer price of 130 pence per PMHL Share, the parties announce that the offer document (the "Offer Document") containing full terms of, and conditions to, the Offer is being posted today to PMHL Shareholders, together with the related Form of Acceptance (in respect of PMHL Shares in certificated form). The PMHL Share Option Proposal containing the terms and conditions of Jetgo Bidco's offer to purchase all outstanding PMHL share options is also being posted today to holders of PMHL share options.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 2 September 2013.

A copy of the Offer Document is available on PMHL's website:

http://www.pmhl.co.uk/uploads/jetgoofferdocument.pdf

PIHL has today posted a circular to its shareholders seeking their approval of the Offer at a special general meeting of its shareholders to be held on 27 August 2013. A copy of PIHL's Circular is available on PIHL's website:

http://www.pihl-hk.com/attachment/20130812193201001713757_en.pdf

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

 
 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 (Financial 
  adviser to Jetgo Bidco and PIHL) 
 
  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 
  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.

Daniel Stewart Company plc has given its written consent to the release of this announcement containing references to its name in the form and context in which it appears.

Daniel Stewart Company plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for PMHL and no one else in connection with the Offer and accordingly will not be responsible to anyone other than PMHL for providing the protections afforded to customers of Daniel Stewart Company plc nor for providing advice in relation to the Offer, this announcement or any other matter referred to herein.

Grant Thornton UK LLP has given its written consent to the release of this announcement containing references to its name in the form and context in which it appears.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Jetgo Bidco and PIHL and no one else in connection with the Offer and accordingly will not be responsible to anyone other than Jetgo Bidco and PIHL for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Offer, this announcement or any other matter referred to herein.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ODPUUVOROAAWAAR

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