Asia Coal Energy Ventures Limited Offer closed and level of acceptances (2083T)

TIDMARMS

RNS Number : 2083T

Asia Coal Energy Ventures Limited

16 July 2015

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

FOR IMMEDIATE RELEASE

16 July 2015

CASH OFFER

for

ASIA RESOURCE MINERALS PLC ("ARMS")

by

ASIA COAL ENERGY VENTURES LIMITED ("ACE")

Offer closed and level of acceptances

Notice of delisting and cancellation of trading of ARMS Shares and commencement of compulsory acquisition procedure

   1.         INTRODUCTION 

On 10 June 2015, ACE announced that the document containing the full terms and conditions and procedures for acceptance of the Offer (the "Offer Document"), together with the related Form of Acceptance, had been posted to ARMS Shareholders and, for information purposes only, to persons with information rights and participants in the ARMS Share Option Schemes.

On 1 July 2015, ARMS announced that the Offer had become unconditional in all respects and would remain open for acceptances until 1.00 p.m. (London time) on 15 July 2015.

   2.         LEVEL OF ACCEPTANCES AND OFFER CLOSED 

As at 1.00 p.m. (London time) on 15 July 2015, ACE had received valid acceptances of the Offer in respect of a total of 229,191,558 ARMS Shares, representing approximately 94.19 per cent. of the existing issued ordinary share capital of ARMS, which ACE may count towards the satisfaction of the Acceptance Condition.

Of these acceptances, as announced on 1 July 2015, valid acceptances have been received:

-- in respect of the Mr Rothschild ARMS Shares (representing approximately 17.04 per cent. of the existing issued ordinary share capital of ARMS) pursuant to the Mr Rothschild Irrevocable Undertaking; and

-- in respect of the Ravenwood ARMS Shares (representing approximately 23.58 per cent. of the existing issued ordinary share capital of ARMS) pursuant to the Ravenwood Irrevocable Undertaking.

The number of valid acceptances received also includes the 57,235,656 ARMS Shares indirectly held by Samin Tan(1) , who is deemed to be acting in concert with ACE, representing approximately 23.52% of the existing issued ordinary share capital of ARMS. No other acceptances have been received from ARMS Shareholders acting in concert with ACE.

ACE and persons acting in concert, or deemed to be acting in concert, with ACE, other than Samin Tan, hold 11,192,495 ARMS Shares in aggregate, representing approximately 4.60 per cent. of the voting rights normally exercisable at a general meeting of ARMS, as follows:

 
                                               Number   % of ARMS' 
                                                   of     existing 
                                                 ARMS     ordinary 
                                               Shares        share 
                                                           capital 
 ASM Asia Recovery (Master) Fund         5,164,898(1)         2.12 
 ASM Hudson River Fund                     517,073(1)         0.21 
 ASM Co--Investment Opportunity Trust 
  II LP                                  4,741,931(1)         1.95 
 ASM Connaught House Fund LP               768,593(1)         0.32 
 Total                                     11,192,495         4.60 
                                        -------------  ----------- 
 

1 Kin Chan is interested in such ARMS Shares as the owner of 50.94% of the issued voting share capital of ASMHL.

ACE is pleased to announce that the Offer has now closed and is no longer capable of acceptance.

   3.         DELISTING, CANCELLATION OF TRADING AND COMPULSORY ACQUISITION 

As set out in the Offer Document, as the Offer is unconditional in all respects and ACE has received valid acceptances under the Offer in respect of ARMS Shares representing not less than 75 per cent. of the voting rights of ARMS, ACE intends to procure the making of an application by ARMS for the cancellation, respectively, of the trading of ARMS Shares on the London Stock Exchange's main market for listed securities (the "Main Market") and of the listing of ARMS Shares on the premium segment of the Official List.

The cancellation of listing of ARMS Shares on the Official List and the cancellation of admission to trading of ARMS Shares on the Main Market is expected to take effect on or around 13 August 2015, being not less than 20 business days from the date of this announcement.

In addition, as ACE has received valid acceptances under the Offer in respect of ARMS Shares representing not less than 90 per cent. of the ARMS Shares to which the Offer relates(2) , ACE will now commence the procedures available to it under section 979 of the Companies Act 2006 to compulsorily acquire those ARMS Shares which are not owned by ACE or its associates. Notices will be sent by ACE to non-accepting ARMS Shareholders informing them of the compulsory acquisition of their ARMS Shares in due course.

General

The percentages of ARMS Shares referred to in this announcement are based upon a figure of 243,304,997 ARMS Shares being in issue on the date of this announcement.

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on ACE's website at www.asiacoalenergyventures.com by no later than 12.00 noon (London time) on 16 July 2015. Neither the content of the ACE website referred to in this announcement nor the content of any other website accessible from hyperlinks on ACE's website are incorporated into, or form part of, the Offer.

Terms used in this announcement bear the same meanings as in the Offer Document, save where expressly stated or the context otherwise requires.

Enquiries:

ACE

Kin Chan

Telephone: [phone]

Hannam & Partners

(Financial adviser to ACE)

Neil Passmore

Andrew Chubb

Telephone: [phone]

Buchanan

(PR adviser to ACE)

Bobby Morse

Gordon Poole

Jason Day

Telephone: [phone]

Hannam & Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to ACE and no one else in connection with the Offer and will not be responsible to anyone other than ACE for providing the protections afforded to clients of Hannam & Partners, nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to acquire or sell or an invitation to sell or subscribe for or purchase any securities or the solicitation of an offer to sell or subscribe for or purchase any securities in any jurisdiction pursuant to the Offer or otherwise nor should any part of it form part of, or be relied on, in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of any company in ARMS Group. The Offer is made solely through the Offer Document, which contains the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. ARMS Shareholders are advised to read carefully the formal documentation in relation to the Offer. This announcement does not constitute a prospectus or prospectus equivalent document.

ACE reserves the right to elect, with the consent of the Panel (if applicable), to implement the proposed acquisition of the entire issued and to be issued share capital of ARMS not already owned by ACE by way of a Scheme. In such event the Scheme will be implemented on substantially the same terms, subject to appropriate amendments (including as to the statutory voting requirements), as those which would apply to the implementation of said acquisition by means of the Offer.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by, or otherwise subject to, the laws and regulations of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such laws or regulations. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of each such person to satisfy himself as to the full observance of the laws and regulations of each relevant jurisdiction, including the obtaining of any governmental or other consents which may be required to be observed and the payment of any taxes or fees in such jurisdictions.

This announcement has been prepared for the purpose 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 and regulations of any jurisdiction outside the United Kingdom.

Unless otherwise determined by ACE or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by ACE or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected by the laws of jurisdictions other than the UK. Persons who are subject to the laws of any jurisdiction other than the UK should obtain professional advice and observe any applicable requirements.

Notice to ARMS Shareholders in the United States

The Offer is being made for securities of a company organised under the laws of England, and ARMS Shareholders in the United States should be aware that this document and any other documents relating to the Offer have been prepared in accordance with the Code, the applicable rules and regulations of the Financial Conduct Authority and UK disclosure requirements, format and style, all of which differ from laws, regulations and rules generally applicable in the United States. The financial statements incorporated by reference in this document have been prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offer is being made in respect of the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer is made solely by ACE and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, ACE or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase of, ARMS Shares outside the United States, 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. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable.

Each ARMS Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the Offer.

Neither the US Securities and Exchange Commission nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence.

It may be difficult for ARMS Shareholders in the United States to enforce their rights and any claim arising out of the US federal or state securities laws, since ACE and ARMS are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. ARMS Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

Publication on website

This announcement will be available on ACE's website at www.asiacoalenergyventures.com. by no later than 12 noon on 16 July 2015.

(1) Registered in the name of Borneo Bumi Energi & Metal Pte Ltd

(2) In calculating the 90% threshold, ACE is entitled to ignore the 2,347,930 shares issued pursuant to the ARMS Share Incentive Schemes under s. 979(5)(a) as they were allotted after the date of the Offer (although they are included in the shares to which the Offer relates). The shares to which the Offer relates are therefore (243,304,997 - 2,347,930 - 11,192,495 =) 229,764,572 and 90% threshold is 206,788,115 shares.

This information is provided by RNS

The company news service from the London Stock Exchange

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