Prosperity Minerals Holdings Ltd Offer Closed (1620O)
17 September 2013 - 9:30AM
UK Regulatory
TIDMPMHL
RNS Number : 1620O
Prosperity Minerals Holdings Ltd
17 September 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.
17 September 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 Closed
On 22 July 2013, Jetgo Bidco announced its 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 full terms and conditions of the Offer were set out in
the offer document posted to the Independent Shareholders on 12
August 2013 ("Offer Document"). On 3 September 2013, Jetgo Bidco
announced that the Offer was wholly unconditional and that the
Offer would remain open for acceptances until 1.00 p.m. (London
time) on 16 September 2013.
Accordingly the Offer is no longer open for acceptances and is
now closed.
As at 1.00 p.m. (London time) on 16 September 2013, Jetgo Bidco
had received valid acceptances from Independent Shareholders in
respect of 51,111,512 PMHL Shares, representing approximately 35.64
per cent. of PMHL's Issued Share Capital and 99.19 per cent. of the
PMHL Shares which are the subject of the Offer.
These acceptances, taken together with the 91,865,324 PMHL
Shares in which PIHL is currently interested in, represent
approximately 99.71 per cent. of PMHL's Issued Share Capital.
Jetgo Bidco intends to exercise its rights pursuant to Article
117 of the Companies (Jersey) Law to acquire compulsorily any
outstanding PMHL Shares to which the Offer relates on the same
terms as the Offer. Jetgo Bidco will despatch shortly formal
compulsory acquisition notices to Independent Shareholders who have
not to date accepted the Offer.
Trading in PMHL Shares on AIM will cease at the close of
business on 1 October 2013, with cancellation of the AIM quotation
taking effect at 7.00 a.m. on 2 October 2013.
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
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 is not being regulated by the Panel on
Takeovers and Mergers in the United Kingdom.
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 inrelation to the
Offer, this announcement or any other matter referred to
herein.
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
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