Aminex PLC
22 March 2002
Aminex PLC
("Aminex" or "the Company")
Publication of Defence Document Rejecting Offer by Apple Oil and Gas Limited
("Apple")
The Board of Aminex is today posting to shareholders a document setting out its
reasons for rejecting the offer announced on 1 March 2002 by Apple, who
published their Offer Document last week.
The Board of Aminex has no difficulty in rejecting an offer which has nothing to
commend it:
• It is a crude attempt to strip a successful business of its assets;
• It offers Apple Shares and Loan Notes valued by Apple's advisers at
2.36p per Aminex Share, a discount of 92% to the market price of an Aminex Share
on the day before the announcement of the Offer;
• Its share and complex loan note structure masks significant value
destruction for Aminex's Shareholders;
• In ensures the transfer from Aminex Shareholders to existing Apple
Shareholders of more than 30% of any value Apple may achieve from the disposal
of Aminex's non-cash assets;
• It fails to offer the premium for control normally expected of an
offeror;
• Apple is unable to put a value on the proposed Loan Notes. This
exposes the uncertain nature of its proposals with regard to payment of cash,
realisation of assets, protection of loan note holders' rights and protection of
their capital. This means that Aminex Shareholders may never receive any cash
in respect of the Loan Notes;
• It provides no protection from the value destroying effect of a
potential "fire sale" of Aminex's non-cash assets regardless of their state of
development or their potential long term value;
• It offers shares in a small, cash-hungry, loss-making, unlisted,
off-shore company with a part time management team, led by a chief executive who
is well known for his involvement in the Anglo United / Coalite debacle of the
early 1990s;
• The Directors of Aminex see it as a desperate attempt by Apple to seize
cash from Aminex's Shareholders to fund Apple's obligations in Colombia; and
• Its only confirmed support comes principally from certain clients of
Collins Stewart Stockbrokers in the Channel Islands, mostly registered in the
name of Forest Nominees Limited. It is no surprise to discover that Forest
Nominees Limited is also the holder of 32.77% of Apple.
Aminex has a dynamic strategy and proven management
In contrast to Apple, Aminex has substance, real value and credibility.
Aminex's full-time and highly experienced management team has proved that it can
deliver results specifically:
• Exploiting oilfield development prospects in partnership with
government and supra-governmental organisations;
• Realising major cash proceeds from these prospects (US$24 million for
AmKomi in 2001, US$5.75 million from Tunisia in 2000);
• Returning part of these cash proceeds to shareholders through the
return of capital of US$7.5 million recently approved by shareholders;
• Leveraging the Company's expertise and resources to identify and
exploit further growth opportunities; and
• Prudently balancing the risks and rewards of exploration activity with
the pursuit of production opportunities.
In a rapidly consolidating sector the Directors of Aminex believe that there is
an increasingly important role for a versatile operator such as Aminex. With
many commentators predicting an upward trend in oil prices, the Board is
confident that the conditions are right to enable Aminex's real value to emerge.
Apple's aim to pay a shamelessly low price for Aminex, and then proceed to break
it up, is fundamentally at odds with Aminex Shareholders' entitlement to full
value. On this basis, the Directors of Aminex, who have been so advised by Davy
Corporate Finance Limited, reaffirm their rejection of Apple's offer and urge
Aminex Shareholders to take no action in respect of Apple's offer documentation.
Brian Hall, Chief Executive of Aminex, said today:
"Apple casually states it will return cash to shareholders, but it doesn't say
how much, or when. We urge our shareholders to read our document, not be taken
in by Apple's fanciful claims and take no further action."
22 March 2002
Enquiries:
Aminex PLC +44 (0)20 7240 1600
Brian Hall
Davy Corporate Finance Limited +353 1 679 6363
Des Carville
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 compiled 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.
Davy Corporate Finance Limited has given and has not withdrawn its consent to
the issue of this announcement with the inclusion of its advice in the form and
context in which it is included.
This information is provided by RNS
The company news service from the London Stock Exchange
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