DMCI Holdings Inc. Offer Declared Wholly Unconditional (4838L)

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RNS Number : 4838L

DMCI Holdings Inc.

04 September 2012

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

FOR IMMEDIATE RELEASE

4 September 2012

RECOMMENDED CASH OFFER

for

ENK PLC ("ENK" or the "Company")

by

DMCI Holdings, Inc. ("DMCI") and D&A Income Limited ("D&A") (together the "Joint Offerors")

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 8 August 2012, the Independent Directors of ENK and the Joint Offerors announced that they had agreed on the terms of a recommended cash offer (the "Offer") to be made by the Joint Offerors to acquire the entire issued and to be issued share capital of ENK not already owned by the Joint Offerors or their associates. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by the Joint Offerors on 24 August 2012 (the "Offer Document").

Offer wholly unconditional

The Joint Offerors confirm that as at 9:00 a.m. (London time) on 4 September 2012 they have received valid acceptances in respect of a total of 89,563,410 Shares, representing approximately 34.2 per cent. of the entire issued share capital of ENK, including 88,769,093 Shares which were subject to irrevocable undertakings, as set out in paragraph 6 of Appendix III of the Offer Document. In addition, since 22 August 2012, DMCI has acquired a further 15,555,000 Shares at or below the Offer Price through market purchases, representing approximately 5.9 per cent. of the entire issued share capital of ENK.

Therefore, together with the 53,981,824 Shares, representing approximately 20.6 per cent. of the entire issued share capital of ENK, owned by the Joint Offerors on 22 August 2012, the Joint Offerors now own or have received valid acceptances in respect of a total of 159,100,234 Shares, representing approximately 60.7 per cent. of the existing share capital of ENK.

The Joint Offerors have today determined that the 90 per cent. Acceptance Condition will be waived and treated as satisfied. In addition, the Joint Offerors confirm that all the other Conditions to the Offer have been satisfied or waived and, accordingly, the Offer has become wholly unconditional.

Actions to be taken by Shareholders

ENK Shareholders who have not yet accepted the Offer are urged to do so immediately and, in any event, not later than 1.00 p.m. (London time) on Friday 14 September 2012.

Details on how to accept the Offer are set out in full in the Offer Document and the accompanying form of acceptance.

Cancellation of admission to trading in AIM and withdrawal from the ASX

As set out in the Offer Document, if sufficient Acceptances are received, the Joint Offerors intend to procure that ENK makes applications (i) to the London Stock Exchange for the cancellation of trading in Shares on AIM and to de-list ENK from AIM; and (ii) to the Australian Securities Exchange for the removal of the CDIs from the official list of the ASX. In addition the Joint Offerors may re-register ENK as a private company.

De-listing is likely to reduce significantly the liquidity and marketability of any Shares in respect of of which the Offer has not been accepted.

Compulsory Acquisition

Further, as set out in the Offer Document, if the Joint Offerors receive Acceptances in respect of, and/or otherwise acquire (in addition to the Shares they already hold) 90 per cent. or more of Shares by nominal value and voting rights attaching to such Shares, the Joint Offerors intend to exercise their rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Settlement

The consideration to which any Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 18 September 2012; and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 calendar days of such receipt, in each case in the manner described in the Offer Document.

Enquiries:

Evercore Partners (financial advisor to the Joint Offerors)

Stephen CuUnjieng Tel: [phone]

Edward Banks Tel: [phone]

Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Offer Document.

Shareholders with any questions relating to the Offer Document or the completion and return of the Form of Acceptance or CDI Acceptance Forms should telephone Computershare UK on 0870 889 4064 (or [phone], if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays) or Computershare Australia on 1300 609 184 (or [phone], if telephoning from outside Australia) between 9.30 a.m. and 5.00 p.m. (Australian Eastern Standard Time) Monday to Friday (excluding Australian public holidays).

Copies of the Offer Document can also be requested by telephoning Computershare UK or Computershare Australia at the numbers given above.

The percentages referred to in this announcement are based upon a figure of 262,104,003 Shares as disclosed by ENK in its latest annual report released on 25 June 2012.

Evercore Partners, through Evercore Asia and Evercore International, is acting exclusively for the Joint Offerors and no one else in connection with the Offer and for DMCI and no one else in connection with the consortium arrangements with D&A in relation to the Offer and will not be responsible to anyone other than the Joint Offerors and DMCI for providing the protections afforded to clients of Evercore Partners or for providing advice in connection with the Offer, the consortium arrangements or any matter referred to herein. Evercore Asia is licensed by the Hong Kong Securities and Futures Commission. Evercore International is authorised and regulated in the United Kingdom by the Financial Services Authority.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document, the Form of Acceptance and the CDI Acceptance Forms, which contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

The Offer is not subject to the City Code or the jurisdiction of the Takeover Panel and this announcement has not been prepared for the purposes of complying with the City Code.

This announcement has been prepared for the purpose of complying with English law 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.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, the Joint Offerors disclaim any responsibility or liability for the violation of such restrictions by such person.

Unless otherwise determined by the Joint Offerors, and permitted by applicable law and regulation, the Offer has not been made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

If you are a resident of the United States, please read the following:

In accordance with normal UK market practice, the Joint Offerors, or their nominees, or their brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom.

Forward Looking Statements

This announcement contains statements about the Joint Offerors and ENK that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of either of the Joint Offerors' or ENK's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on either of the Joint Offerors' or ENK's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Joint Offerors disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

This information is provided by RNS

The company news service from the London Stock Exchange

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