Chromex Mining plc Offer Upda

RNS Number : 0302X

Ruukki Group PLC

30 November 2010

 



07:30 London, 09:30 Helsinki, 30 November 2010 - Ruukki Group Plc, Stock Exchange Release

LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER AND THE WARRANT OFFER

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

30 November 2010

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 unconditional as to acceptances

Level of acceptances and extension of the Offer and the Warrant Offer

On 30 September 2010, the boards of Ruukki, Kermas and Chromex announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Chromex. The terms of, and conditions to, the Offer were set out in the Offer Document posted to Chromex Shareholders on 18 October 2010.

As at 1.00 p.m. (London time) on 29 November 2010, being the Second Closing Date of the Offer, Synergy Africa had received valid acceptances in respect of 81,747,478 Chromex Shares, representing approximately 91.68 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 29 November 2010, being the Second Closing Date of the Warrant Offer, 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.

As announced on 17 November 2010, Ruukki Shareholders approved the Related Party Transaction arrangements in connection with the Offer at the EGM which was held on 17 November 2010, fulfilling one of the then remaining conditions of the Offer.

The South African Competition Commission has extended the maximum period it may consider the acquisition, for a period of 40 business days ending on 20 January 2011, which is in the normal course of business.

The Offer, which remains subject to the terms and the conditions set out or referred to in the Offer Document posted to Chromex Shareholders on 18 October 2010, is extended to, and will remain open for acceptance until, 1.00 p.m. on 20 December 2010 (the "Third Closing Date"). If the South African Competition Commission has not completed its review by the Third Closing Date, then the period for extension, if any, in order to satisfy this condition, will be subject to the approval of the Panel. A further announcement will be made in due course.

The Warrant Offer, which remains subject to the terms and the conditions set out or referred to in the Offer Document posted to Chromex Shareholders and Warrantholders on 18 October 2010, is 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).

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, but in any event so as to arrive not later than 1.00 p.m. (London time) on 20 December 2010 (in the case of the Offer) and not later than 5.00 p.m. (London time) on the date 10 business days after the Offer is declared unconditional in all respects (if applicable) (in the case of the Warrant Offer).

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 and, in any event, not later than 1.00 p.m. on 20 December 2010 (in the case of the Offer) and not later than 5.00 p.m. (London time) on the date 10 business days after the Offer is declared unconditional in all respects (if applicable) (in the case of the Warrant Offer).

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 [phone] 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: [phone]

Thomas Hoyer, CFO                                                      Tel: [phone]

Investec Bank plc (financial advisers to Ruukki and Synergy Africa)

David Currie                                                                   Tel: [phone]

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 [phone].

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.

 

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