Asia Coal Energy Ventures Limited Unconditional Cash Offer (8321R)

TIDMARMS

RNS Number : 8321R

Asia Coal Energy Ventures Limited

01 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

1 July 2015

CASH OFFER

for

ASIA RESOURCE MINERALS PLC ("ARMS")

by

ASIA COAL ENERGY VENTURES LIMITED ("ACE")

Offer unconditional in all respects

Extension of offer period until 15 July 2015

Offer wholly unconditional

Further to the offer document dated 10 June 2015 (the "Offer Document"), ACE is pleased to announce that the Acceptance Condition to the Offer has been satisfied and that all other conditions to the Offer have either been satisfied or (where applicable) waived, such that the Offer has now become unconditional in all respects. Further details are set out below.

As at 8.45 a.m. on 1 July 2015, ACE had received valid acceptances of the Offer in respect of a total of 164,340,834 ARMS Shares, representing approximately 68.20 per cent. of the existing issued ordinary share capital of ARMS, which ACE may count towards the satisfaction of the Acceptance Condition.

Accordingly, the Acceptance Condition has been satisfied and, as all other conditions to the Offer have either been satisfied or (where applicable) waived, the Offer is now unconditional in all respects.

Commenting on the Offer becoming unconditional in all respects, Fuganto Widjaja, as spokesman for Sinarmas, said:

"The ACE cash offer has been accepted by shareholders representing over 50% of the issued share capital of ARMS, making the cash offer wholly unconditional. The Sinarmas Group looks forward to working with all stakeholders of the Berau Coal Mine to rebuild value. Though the thermal coal price remains under severe pressure, we are committed to implementing a long term and sustainable growth strategy for this business."

Of these acceptances, valid acceptances have been received:

-- in respect of the Mr Rothschild ARMS Shares (representing approximately 17.21 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 23.81 per cent. of the existing issued ordinary share capital of ARMS) pursuant to the Ravenwood Irrevocable Undertaking.

No acceptances had 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 hold, 68,428,151 ARMS Shares in aggregate, representing 28.40 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)         2.14 
 ASM Hudson River Fund                      517,073(1)         0.21 
 ASM Co--Investment Opportunity Trust 
  II LP                                   4,741,931(1)         1.97 
 ASM Connaught House Fund LP                768,593(1)         0.32 
 Samin Tan                               57,235,656(2)        23.75 
                                        --------------  ----------- 
 Total                                      68,428,151        28.40 
                                        --------------  ----------- 
 

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

   2              Registered in the name of Borneo Bumi Energi & Metal Pte Ltd 

Extension of the Offer

The Offer will now remain open for acceptances until 1.00 p.m. (London time) on 15 July 2015.

ARMS Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:

-- To accept the Offer in respect of ARMS Shares in certificated form, ARMS Shareholders who have not already done so must complete and return the Form of Acceptance as soon as possible and, in any event, so as to be received by Equiniti Limited, the Receiving Agent, by no later than 1.00 p.m. (London time) on 15 July 2015.

-- If not already done so, acceptances in respect of ARMS Shares in uncertificated form should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 15 July 2015. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

The procedures for acceptance of the Offer are set out in detail on pages 17 to 20 of the Offer Document and, in respect of ARMS Shares in certificated form, in the Form of Acceptance.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0871 384 2911 from within the UK (or on [phone] if calling from outside the UK).

Settlement

Settlement of the consideration to which any ARMS Shareholder is entitled under the Offer will be effected, in the case of valid acceptances received by 8.45 a.m. on 1 July (being the time and date on which the Offer became unconditional in all respects) by no later than 15 July 2015. For those acceptances, valid in all respects, received after such time and date and up until 1.00 p.m. on 15 July 2015, settlement will be effected within 14 calendar days of the date of receipt of the relevant acceptance.

General

The percentages of ARMS Shares referred to in this announcement are based upon a figure of 240,957,067 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 2 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

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 being 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This announcement, including information incorporated by reference in this announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of ARMS Group and certain intentions, plans, strategies and objectives of ACE, the ASML Group and Sinarmas with respect thereto. 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", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.

These statements are based on assumptions and assessments made by ACE, ASML and Sinarmas in light of their respective experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future 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. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and therefore undue reliance should not be placed on these forward-looking statements which speak only as at the date of this announcement. Each of ACE, ASML and Sinarmas expressly disclaim any obligation or undertaking to update or correct the information contained in this announcement including, without limitation, forward-looking statements contained herein to reflect any changes in ACE's, ASML's or Sinarmas' expectations with regard to any change in events, conditions or circumstances on which any such information or statements are based or to reflect new information, future events or otherwise, except to the extent required by applicable law, the Financial Conduct Authority or the Panel on Takeovers and Mergers. As a result of these factors, the events described in the forward-looking statements in this announcement may not occur either partially or at all.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or a forecast of earnings per share and nothing in the announcement shall be deemed to be any other kind of forecast, projection or estimate of the future financial performance of the ARMS Group, except where stated otherwise.

Publication on website

This announcement will be available on ACE's website at www.asiacoalenergyventures.com. by no later than 12 noon on 2 July 2015.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OUPSSISAFFISELW