NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER, EVEN IF THE PRE-CONDITION SPECIFIED BELOW IS SATISFIED OR WAIVED
20 April 2015
Possible Offer for Asia Resource Minerals plc by a vehicle to be established by NR Holdings Limited and SUEK PLC (“SUEK”)
(Capitalised terms used but not defined herein have the meanings assigned to them in the Asia Resource Minerals plc prospectus dated 31 March 2015.)
The board of NR Holdings Limited (“NRH”) notes the announcement made earlier today by Asia Resource Minerals plc (“ARMS” or the “Company”) in relation to the possible offer announcement issued by Asia Coal Energy Ventures Limited (“ACE”) on 14 April 2015.
NRH has committed to underwrite US$100 million of new equity to be issued as part of the Recapitalisation and NRH believes that the Open Offer and the Recapitalisation are the only options currently available to the Company that will preserve value for ARMS shareholders in the short to medium term.NRH is a long-standing and supportive ARMS shareholder and believes that, following the Recapitalisation, ARMS will have the management expertise and financial resources to trade through the current weak coal price environment and create significant value for its shareholders in the long term.
NRH believes that the Recapitalisation provides the Company with certainty as to its financial stability in the short to medium term whereas the possible offer announcement by ACE provides neither the Company nor its shareholders with any certainty. Accordingly, NRH urges shareholders to vote in favour of the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) in order to avoid a likely near-term default of the 2015 Notes, which would have material adverse consequences for all stakeholders.
NRH understands that certain shareholders may prefer to sell their shares at a premium to the current share price and not to remain long-term shareholders in ARMS. Accordingly, NRH and SUEK are considering a possible cash offer, to be made by a special purpose vehicle jointly owned and controlled by NRH and SUEK, to acquire the entire issued and to be issued share capital of ARMS not already owned by the NR Concert Party. Any such offer made would be conditional upon the Recapitalisation being completed.
The making of any announcement of a firm intention to make the proposed offer is subject to and conditional upon the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) being passed (the “Pre-Condition”). NRH and SUEK reserve the right to waive the Pre-Condition at any time in their sole discretion. Even if the Resolutions are passed at the General Meeting, NRH and SUEK have no obligation to make any offer.
In accordance with Rule 2.6(a) of the Code, NRH and SUEK are required, by not later than 5.00 p.m. on 18 May 2015, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
This announcement is being made under Rule 2.4 of the Code. It does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that an offer will be made, even if the Recapitalisation is completed. NRH will make a further announcement in due course, as appropriate.
A further announcement will be made in due course. In the meantime, in order to preserve the Company's financial stability, shareholders are urged to vote in favour of the Resolutions and to take no action should ACE make an offer for the Company.
If an offer is made, NRH and SUEK will form a jointly owned and controlled special purpose vehicle for the purpose of making the offer. The making of any announcement of a firm intention to make the proposed offer is subject to and conditional upon the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) being passed, unless such Pre-Condition is waived by NRH and SUEK as set out above. SUEK reserves the right to form the aforementioned vehicle through a company associated with SUEK.
NRH is an investment vehicle of The Honourable Nathaniel Rothschild which, together with the NR Concert Party, holds 42,199,112 Ordinary Shares (constituting approximately 17.5 per cent of the total issued ordinary share capital of ARMS). The Honourable Nathaniel Rothschild is one of the founders of the Company and was co-chairman until 26 March 2012 and a non-executive director until 15 October 2012. He is a non-executive director of Genel Energy plc. Mr. Rothschild is a member of the Belfer Center’s International Council at the John F. Kennedy School of Government at Harvard University. He holds an MA in History from Oxford University and an MSc in addiction studies from King’s College, London.
SUEK PLC is a Public Limited Liability Company and is the holding company for OJSC Siberian Coal Energy Company. OJSC SUEK is the largest coal producer in Russia and the fifth largest coal producer in the world in terms of proved and potential coal reserves (5.6 billion tonnes). SUEK operates 13 underground and 17 open cast mines across nine different regions of Russia. In 2014, SUEK produced 98.9 million tons of coal of which 40.4 million tonnes were exported.
For further information please contact:
NR Holdings Limited Alison Allez Tel: +44 1481 703172
SUEK PLC Alexey Podkholzin Tel: +357 25 509110 CEO
Opus Corporate Finance LLP Daren Morris Tel: +44 207 025 3600 Partner
Opus Corporate Finance LLP (“Opus”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to NRH and no one else in connection with the possible offer and will not be responsible to anyone other than NRH for providing the protections afforded to clients of Opus, nor for providing advice in relation to the possible offer or any other matters referred to in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to acquire or sell or an invitation to sell or subscribe for or purchase any securities or the solicitation of an offer to sell or subscribe for or purchase any securities in any jurisdiction pursuant to the offer or otherwise nor should any part of it form part of, or be relied on, in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of any company in ARMS group.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by, or otherwise subject to, the laws of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such laws or regulations. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of each such person to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consents which may be required to be observed and the payment of any taxes or fees in such jurisdictions.
Forward looking statements
This announcement contains certain forward-looking statements with respect to certain intentions, plans and objectives of NRH and SUEK with respect to ARMS. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by NRH and SUEK in light of their respective experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither NRH nor SUEK assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law, the Financial Conduct Authority or the Panel on Takeovers and Mergers.
There are several factors which could cause actual results to differ materially from those expressed or implied in forwardlooking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Nothing in this announcement is intended, or is to be construed, as a profit forecast or a forecast of earnings per share.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 Takeover Panel's website at http://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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Opening Position Disclosure
NRH will be making a public opening position disclosure disclosing the details required under Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code.
Publication on website
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any restricted jurisdiction, on Opus’ website at www.opuscf.com and on SUEK’s website at www.suek.com by no later than 12.00 noon (London time) on the business day following the date of this announcement. Neither the content of the Opus or SUEK websites referred to in this announcement nor the content of any other website accessible from hyperlinks on the Opus of SUEK websites are incorporated into, or form part of, this announcement.