Form 8 (OPD)

RNS Number : 7092T

Ruukki Group PLC

01 October 2010

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	Synergy Africa Limited, 51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by Kermas Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	Chromex Mining Plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeror
(e) Date position held:	29/09/2010
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	No

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:
TOTAL:

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

Synergy Africa Limited has received irrevocable undertakings to accept or procure the acceptance of Synergy Africa Limited's offer for the entire issued and to be issued share capital of Chromex Mining Plc (the "Offer") in relation to the following Chromex Mining Plc ("Chromex") ordinary shares ("Chromex Shares"): Name                                      No. of Chromex Shares            % of Chromex's existing issued share capital Spruce Management Limited             32,675,000                             36.7 Shia and Phax Trusts                           3,300,000                                3.7 James Everett Burgess                        5,000,000                                5.6 Brian Michael Moritz                           4,050,000                                4.6 Sonia Barbara Moritz                           1,000,000                                1.1 The irrevocable undertakings entered into by the Chromex directors also extend to Chromex Shares which they may acquire on exercise of their rights under various Chromex share option arrangements.  Chromex directors hold options over, in aggregate, 5,975,000 Chromex Shares under the Chromex share options arrangements. The number of Chromex Shares which each individual Chromex Director is entitled to acquire under these option arrangements is 3,300,000 in respect of Russell Lamming, 600,000 in respect of Brian Moritz and 2,075,000 in respect of Graham Stacey. Under the terms of a convertible loan subscription agreement dated 19 December 2008 (the "Langa Trust Convertible Loan Subscription Agreement"), the Langa Trust is entitled to subscribe for Chromex Shares in respect of the outstanding principal and accrued interest at a strike price of 22 pence per Chromex Share, converted at the prevailing ZAR/£ exchange rate with such subscription price being discharged by ceding Langa Trust's repayment right under the convertible loan facility agreement.  Langa Trust has given an irrevocable undertaking to exercise its subscription rights under the Langa Trust Convertible Loan Subscription Agreement and accept the Offer in respect of the resulting Chromex Shares acquired by it, after the Offer has been declared or otherwise becomes unconditional in all respects. On the basis of the five day average ZAR/£ exchange rate on 29 September 2010 (being the latest practicable date prior to this disclosure), the number of Chromex Shares which would be issued to Langa Trust were it to have subscribed on 29 September 2010 would be 9,049,239. The exact number of Chromex Shares to which Langa Trust will become entitled will depend on the timing of the subscription and the ZAR/£ exchange rate at that time. The Langa Trust, Shia Trust and Phax Trust are connected to Spruce Management, which is interested in 32,675,000 Chromex Shares, representing 36.7 per cent. of the current issued share capital of Chromex. These irrevocable undertakings will lapse only if the Offer Document is not despatched to Chromex shareholders on or before the date that is 28 days after the date of the Rule 2.5 announcement relating to the Offer or such later date as may be agreed by the Panel or if the Offer lapses or is withdrawn provided that the reason for such lapse or withdrawal is not because Synergy Africa Limited has elected to implement the Offer by way of a scheme of arrangement.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

None

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	30 September 2010
Contact name:	Stephen Cooper, Investec Bank Plc
Telephone number:	020 7597 5104

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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