7.00 a.m. London, 9.00 a.m. Helsinki, 9 December 2010 - Ruukki Group Plc, Stock
Exchange Release
OFFER WHOLLY UNCONDITIONAL
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
9 December 2010
Embargoed for release at 7.00 a.m.
Recommended Cash Offer by Synergy Africa Limited (“Synergy Africa”) (a company
51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by Kermas Limited)
for the entire issued and to be issued ordinary share capital of Chromex Mining
plc (“Chromex”) is declared wholly unconditional
On 8 December Synergy Africa received clearance from the South African
Competition Commission that the acquisition of Chromex by Synergy Africa can
proceed. As clearance from the South African Competition Commission was the last
remaining substantive condition of the Offer, Synergy Africa is pleased to
announce that the Offer is declared unconditional in all respects. The Warrant
Offer was conditional on the Offer becoming or being declared unconditional in
all respects and Synergy Africa is pleased to announce that the Warrant Offer
has therefore become unconditional in all respects.
On 30 November 2010, Synergy Africa announced that the Offer was extended to,
and will remain open for acceptance until, 1.00 p.m. on 20 December 2010.
Synergy Africa is now extending the time and date for acceptance indefinitely.
In addition, the Warrant Offer was extended to, and will remain open for
acceptance until, 5.00 p.m. (London time) on the date being 10 business days
after the Offer is declared unconditional in all respects or until the Offer
lapses (as applicable). The Warrant Offer will now close at 5.00 p.m. (London
time) on 23 December 2010.
Chromex Warrantholders are reminded that, in accordance with the terms of the
Chromex Warrants, if they have not either: (i) exercised the subscription right
to subscribe for Chromex Shares in accordance with the terms of the Chromex
Warrants; or (ii) accepted the Warrant Offer in accordance with its terms, in
each case by 5.00 p.m. (London time) on 23 December 2010, any remaining Chromex
Warrants will lapse at that time.
As at 1.00 p.m. (London time) on 8 December 2010, being the latest practicable
date before this announcement, Synergy Africa had received valid acceptances in
respect of 81,755,153 Chromex Shares, representing approximately 91.69 per cent.
of the current issued share capital of Chromex.
This total includes acceptances received in respect of 46,025,000 Chromex
Shares, representing in aggregate approximately 51.6 per cent. of the issued
share capital of Chromex, which were subject to irrevocable undertakings
obtained by Synergy Africa from certain Chromex Shareholders.
As at 1.00 p.m. (London time) on 8 December 2010, being the latest practicable
date before this announcement, Synergy Africa had received valid acceptances in
respect of 2,570,781 Chromex Warrants, representing approximately 95.93 per
cent. of the total number of Chromex Warrants in issue.
Cancellation of trading in Chromex Shares
As previously stated, now that the Offer has been declared unconditional in all
respects and the acceptance level is over 90 per cent., Synergy Africa has
requested Chromex to make an application to the London Stock Exchange for the
cancellation of trading in Chromex Shares on AIM. It is anticipated that such
cancellation will take effect no earlier than 11 January 2011, being 20 business
days from the date of this announcement.
Procedure for acceptance of the Offer and the Warrant Offer
To accept the Offer in respect of Chromex Shares held in certificated form
and/or the Warrant Offer in respect of Chromex Warrants held in certificated
form, Chromex Shareholders and Chromex Warrantholders should complete, sign and
return the Offer Form of Acceptance and/or the Warrant Offer Form of Acceptance
(as applicable), together with their share certificate(s) and/or warrant
certificates (as applicable), in accordance with the instructions contained
therein and set out in the Offer Document, to Capita Registrars at Corporate
Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU, as soon as possible. In
the case of the Warrant Offer this should be no later than 5.00 p.m. (London
time) on 23 December 2010.
To accept the Offer in respect of Chromex Shares held in CREST, and the Warrant
Offer in respect of Chromex Warrants held in CREST, Chromex Shareholders and
Warrantholders should follow the procedure for electronic acceptance through
CREST in accordance with the instructions set out in the Offer Document so that
the TTE Instruction settles as soon as possible. In the case of the Warrant
Offer this should be no later than 5.00 p.m. (London time) on 23 December 2010.
If you have any questions on the completion of the Form(s) of Acceptance or wish
to receive additional Form(s) of Acceptance, please telephone Capita Registrars
on 0871 664 0321 from within the United Kingdom or on +44 20 8639 3399 if
calling from outside the United Kingdom. This helpline is available from 9.00
a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays).
Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus
your service provider's network extras. Calls to the helpline from outside the
United Kingdom will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer or the Warrant Offer or give any
financial, legal or tax advice.
Further Information
Copies of the Offer Document, the Offer Form of Acceptance and the Warrant Offer
Form of Acceptance are available (during normal business hours) from Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU.
Copies of the Offer Document, the information incorporated by reference into it,
the Offer Form of Acceptance and the Warrant Offer Form of Acceptance are
available at the offices of Herbert Smith LLP, Exchange House, Primrose Street,
London EC2A 2HS, during usual business hours on any weekday (Saturdays and
public holiday excepted) and on Ruukki's website at http://www.ruukkigroup.fi,
subject to certain restrictions relating to persons resident in the United
States, Australia, Canada and Japan.
Copies of all announcements made by Synergy Africa, including this announcement
are available on Ruukki's website at http://www.ruukkigroup.fi, subject to
certain restrictions relating to persons resident in the United States,
Australia, Canada and Japan.
Save as disclosed above, neither Synergy Africa nor any person acting in concert
with Synergy Africa for the purposes of the Offer is interested in or has any
rights to subscribe for any Chromex Shares nor does any such person have any
short position or any arrangement in relation to Chromex Shares. For these
purposes "arrangement" includes any agreement to sell or any dealing obligation
or right to require another person to purchase or take delivery of, and
borrowing or lending of, Chromex Shares. An "arrangement" also includes any
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Chromex Shares which may be an
inducement to deal or refrain from dealing in such securities. "Interest"
includes any long economic exposure, whether conditional or absolute, to changes
in the prices or securities and a person is 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.
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 18 October 2010.
Enquiries:
Ruukki Group Plc / Synergy Africa Limited
Dr Danko Koncar / Alex Buck Tel: +44 (0)20 7368 6763
Thomas Hoyer, CFO Tel: +358 (0)45 6700 491
Investec Bank plc (financial advisers to Ruukki and Synergy Africa)
David Currie Tel: +44(0)20 7597 5970
Patrick Robb
Daniel Adams
Stephen Cooper
Investec Bank Plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority is acting exclusively for Ruukki and Synergy
Africa and no one else in connection with the Offer and Warrant Offer and will
not be responsible to anyone other than Ruukki and Synergy Africa for providing
the protections afforded to clients of Investec Bank plc or for providing advice
in connection with the Offer and the Warrant Offer.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, any applicable
requirements. The following 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.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer, the Warrant Offer or otherwise. The Offer
and the Warrant Offer are made solely by means of the Offer Document, an
advertisement published in the London Gazette and the London edition of the
Financial Times, and the Form of Acceptance (in respect of Chromex Shares in
certificated form) and the Warrant Offer Form of Acceptance (in respect of the
Chromex Warrants in certificated form), which contain the full terms and
conditions of the Offer and the Warrant Offer, including details of how the
Offer and the Warrant Offer may be accepted. Any acceptance or other response to
the Offer or the Warrant Offer should be made only on the basis of the
information in the Offer Document and the Form of Acceptance (in the case of
Chromex Shares in certificated form) and the Warrant Offer Form of Acceptance
(in respect of the Chromex Warrants in certificated form) (as applicable).
Unless otherwise determined by Synergy Africa and permitted by applicable law
and regulation, the Offer and the Warrant Offer are not being, and will not be,
made, directly or indirectly, in, into, or by use of the mail, or by any means
or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any facility of a
national securities exchange, of the United States, Canada, Australia, or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Offer and the Warrant Offer will not
be capable of acceptance by any such use, means, instrumentality or facilities.
Accordingly, copies of this announcement, the Offer Document, the Form(s) of
Acceptance and any other documents relating to the Offer are not being, and must
not be, directly or indirectly, mailed, or otherwise forwarded, distributed or
sent, in whole or in part, in, into or from the United States, Canada,
Australia, or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not directly or
indirectly mail, transmit or otherwise forward, distribute or send them in, into
or from any such jurisdiction as to do so may invalidate any purported
acceptance of the Offer and the Warrant Offer. Doing so may render invalid any
purported acceptance of the Offer and the Warrant Offer. The availability of
the Offer and the Warrant Offer to persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable requirements.
Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. or
more of any class of "relevant securities" of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
"Opening Position Disclosure" following the commencement of the "offer period"
and, if later, following the announcement in which any paper offeror is first
identified. An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe for, any"
relevant securities" of each of (i) the offeree company and (ii) any paper
offeror(s). An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the "offer period" and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified. Relevant persons
who "deal" in the "relevant securities" of the offeree company or of a paper
offeror prior to the deadline for making an "Opening Position Disclosure" must
instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes, "interested" in 1
per cent. or more of any class of "relevant securities" of the offeree company
or of any paper offeror must make a "Dealing Disclosure" if the person "deals"
in any relevant securities of the offeree company or of any paper offeror. A
"Dealing Disclosure" must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
"relevant securities" of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A "Dealing Disclosure" by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
"Opening Position Disclosures" must also be made by the offeree company and by
any offeror and "Dealing Disclosures" must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities "Opening Position Disclosures" and "Dealing Disclosures" must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an "Opening Position Disclosure" or a "Dealing Disclosure", you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be
published on the Ruukki website: www.ruukkigroup.fi.