New Aminex Circular Posted
Aminex PLC
18 April 2002
AMINEX PLC
("Aminex" or "the Company")
New Aminex Circular Posted
The Board of Aminex announces that it has today posted a circular to Aminex
shareholders, in which it asks critical questions regarding the offer made by
Apple Oil and Gas Limited ("Apple"). Aminex also responds to assertions
previously made by Apple. A number of Apple's statements have been made in
breach of the Irish Takeover Rules' standards of accuracy, completeness and
fairness of presentation. These statements have had to be publicly withdrawn or
clarified by Apple, due to its inability to substantiate them, in some cases
because they are demonstrably untrue. Accordingly, Apple's statements should be
seen in this light.
The Directors of Aminex urge shareholders to continue to reject Apple's offer by
taking no action.
Brian Hall, Chief Executive of Aminex, said today:
"Based on Apple's last announced level of acceptances, holders of over 82 per
cent. of Aminex shares have still not accepted Apple's offer. Furthermore, of
this number, holders of over 15 per cent. of Aminex shares are either committed
to rejecting Apple's offer or are prevented from accepting it. It is clear to
Aminex that sentiment is turning against Apple.
"Apple has not addressed the serious issues and instead has made some wild
assertions about Aminex, which demonstrate its ignorance of our business and a
cavalier attitude to the Takeover Rules.
"Apple's offer remains entirely unattractive to our shareholders and is an
expensive and time-wasting distraction."
18 April 2002
Set out below is an extract from the letter of the Chairman of Aminex to Aminex
shareholders:
"Dear Shareholder,
Apple's Offer
As you know, on 1 March 2002 Apple Oil & Gas, an unlisted offshore company, made
a hostile, non-cash, all paper Offer for Aminex. Apple's Offer was and is
extraordinary: it proposed exchanging your Aminex shares for shares in Apple and
unguaranteed loan notes which together valued each of your shares at 2.36p. On
the day before the announcement of the Offer the Aminex share price was over
27p.
Your Board and some independent commentators have questioned the purpose and
value of this exercise. In our document sent to shareholders on 22 March we
challenged Apple to substantiate the highly uncertain value of its Offer: how
could it possibly be a good deal for Aminex shareholders?
In response, Apple has issued a document which dodges the serious questions
being raised about its Offer and instead resorts to insult and innuendo. To
deal with such serious matters so casually suggests a cynical economy in
presenting necessary information to shareholders. Indeed, Apple has now been
required to make a public statement withdrawing certain misleading claims it has
made.
In addition, the front of Apple's most recent document included two quotations
speculating as to what value shareholders might receive if they accept Apple's
Offer. Apple has been unable to substantiate these quotations to the standards
required by the Takeover Rules and the Directors believe they should be
disregarded.
In contrast, we address in detail the important points which our shareholders
need to consider.
In the following pages we ask the critical questions about Apple's Offer which
shareholders now need to be answered:
• What is Apple, beyond its cash starved, high risk commitments
in Colombia?
• No doubt, many shareholders in David McErlain's past adventures
regret the confidence they placed in him: why should this scheme be any
different?
• How does Apple think its part-time management will be able to "
realise" full value for Aminex's assets, in what is likely to be a fire sale?
• Can Apple deliver and will Apple deliver? It has delivered
little so far.
• What are Apple's Loan Notes worth and who stands to gain most
from them? They guarantee nothing to Aminex shareholders.
• Why should Aminex shareholders take more of the risk and why
should Apple shareholders get more of the reward?
• Why should Aminex shareholders, with the prospect of a $7.5
million cash return and the Company's exciting growth potential, hand all this
over in exchange for a much-reduced percentage of the possible proceeds of a
risky realisation attempt?
WHY CAN'T, OR WON'T, APPLE ANSWER THESE SIMPLE QUESTIONS?
Apple has had to extend its offer from its first closing date on 4 April. At
that time over 82% of Aminex shareholders had chosen to ignore or decline the
Offer. It has since made no attempt to clarify or amend its Offer.
Your Board believes that your future is better served by the Aminex management
team which has the right skills, the right experience and the right strategy to
deliver real value to Aminex shareholders."
Enquiries:
Aminex PLC +44 (0)20 7240 1600
Brian Hall
Davy Corporate Finance Limited +353 1 679 6363
Hugh McCutcheon
College Hill +44 (0)20 7457 2020
James Henderson
Archie Berens
Dennehy Associates +353 1 676 4733
Michael Dennehy
Responsibility Statement
The directors of Aminex accept responsibility for the information contained in
this announcement except that the only responsibility accepted in respect of the
information relating to Apple, which has been complied from published sources,
is to ensure that it has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of the directors
of Aminex (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Davy Corporate Finance Limited, which is authorised to carry on investment
business in Ireland by the Central Bank of Ireland, is acting exclusively for
Aminex and no one else in connection with the offer and will not regard any
other person as its client or be responsible to any person other than Aminex for
providing the protections afforded to clients of Davy Corporate Finance Limited,
nor for giving advice to any such person in relation to the offer.
Davy Corporate Finance Limited has approved the contents of this announcement
solely for the purpose of section 21 of the Financial Services and Markets Act
2000. The principal place of business of Davy Corporate Finance Limited is Davy
House, 49 Dawson Street, Dublin 2, Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange