Dragon Capital Investment Clarifying Announcement (6709L)

TIDMDUPD

RNS Number : 6709L

Dragon Capital Investment

20 July 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

20 JULY 2017

MANDATORY CASH OFFER

by

DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")

for

DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")

CLARIFYING ANNOUNCEMENT

On 8 June 2017, in accordance with Rule 9 of the City Code on Takeovers and Mergers, DCI announced its firm intention to make a mandatory cash offer for all of the Shares of DUPD which the Dragon Capital Group did not already own at a price of 13 pence per DUPD Share (the "Offer"). On 27 June 2017, DCI increased the Offer to 15 pence per DUPD Share. The Offer Document in relation to the Offer was posted to shareholders on 27 June 2017.

At 17:13 p.m. (London time) on 18 July DCI announced that, pursuant to the acceptances of the Offer received by the First Closing Date (1.00 p.m. on 18 July 2017), DCI was interested in 64,861,833 DUPD Shares representing approximately 59.31 per cent. of the issued share capital of DUPD and, as a result, DCI declared the Offer wholly unconditional (the "First Closing Date Announcement").

In the First Closing Date Announcement DCI extended the Offer and stated that it would remain open for acceptances until 1.00 p.m. on 1 August 2017 (the "Closing Date"), and would not be extended beyond the Closing Date.

In addition the Offer Document and the First Closing Date Announcement stated that should DCI acquire or agree to acquire, by virtue of its shareholding and acceptances of the Offer, issued share capital carrying 75 per cent. or more of the voting rights of DUPD, DCI reserves the right to procure that DUPD applies for the cancellation of trading in DUPD Shares on AIM not less than 20 business days following DCI first having acquired or agreed to acquire such issued share capital.

DCI would like to clarify that, in the event DCI acquires or agrees to acquire, by virtue of its shareholding and acceptances of the Offer, issued share capital carrying 75 per cent. or more of the voting rights of DUPD by 1.00p.m. on 1 August 2017, DCI will procure that DUPD applies for cancellation of trading in DUPD Shares on AIM and, notwithstanding its statement in the First Closing Date Announcement that the Offer will not be extended beyond the Closing Date, DCI will make a further announcement by RNS on 1 August 2017 to update DUPD Shareholders on the level of acceptances and will keep the Offer open for acceptances for a further seven days until 1.00p.m. on 8 August 2017 (the "Extended Closing Date").

Save as disclosed in this announcement, there have been no changes in the information disclosed in any document or announcement previously published by DCI in connection with the Offer which are material in the context of that document or announcement and there have been no material changes to any of the matters listed in Rule 27.2(b) of the Code since the publication of the Offer Document.

The Offer Document includes full details of the Offer and specifies the actions to be taken by DUPD Shareholders and is available on the Dragon Capital Group website at https://rule9offerdci.dragon-capital.com.

Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.

The information communicated in this Announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Enquiries:

 
                                           [phone] 
 Dragon Capital Group Natalia Sarguns             7120 
 SPARK Advisory Partners Limited - 
  Financial adviser to Dragon Capital:     +44 (0) 203 
  Mark Brady Neil Baldwin                     368 3550 
 

Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer, SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

SPARK Advisory Partners Limited is acting exclusively as financial adviser to DCI and no one else in connection with the Offer. SPARK Advisory Partners Limited will not be responsible to anyone other than DCI for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

Further information

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

DUPD Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, copies of this Announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DUPD Group and certain plans and objectives of the boards of directors of DUPD and DCI. 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", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Management Team and DCI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Forward-looking statements also include statements about DCI's beliefs and expectations related to the Offer being declared wholly unconditional, benefits that would be afforded to customers, and benefits to DCI that are expected to be obtained as a result of the Offer being declared wholly unconditional. There can be no assurance that the Offer will be declared wholly unconditional. By their nature, forward-looking statements involve risk and uncertainty, 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.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DUPD or DCI except where expressly stated.

All subsequent oral or written forward-looking statements attributable to DCI or DUPD or any of their respective members, directors, officers or employees or any persons acting on their behalf are qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to DCI on the date hereof and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code, DCI does not intend, or undertake any obligation, to update any information contained in this Announcement.

Publication of this Announcement

A copy of this Announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the Dragon Capital Group website at https://rule9offerdci.dragon-capital.com by no later than 12 noon on 19 July 2017 until the end of the Offer Period. For the avoidance of doubt, the contents of the Dragon Capital Group website are not incorporated into and do not form part of this Announcement unless otherwise stated herein. You may request a hard copy of this Announcement, and all future documents, announcements and information in relation to the Offer, by writing to Donald Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road, Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on [phone]. Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.

Information relating to DUPD Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by DUPD Shareholders, persons with information rights and other relevant persons for the receipt of communications from DUPD may be provided to DCI during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.

Time

In this Announcement references to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

July 20, 2017 11:23 ET (15:23 GMT)