Further re Offer

 

TIDMENRC TIDMCFM 
 
RNS Number : 2560C 
Eurasian Natural Resources Corp Plc 
10 November 2009 
 
Not for release, publication or distribution in or into Canada, Australia or 
Japan or any other jurisdiction where to do the same would constitute a 
violation of the relevant laws of such jurisdiction 
 
 
FOR IMMEDIATE RELEASE 
 
 
10 November 2009 
 
 
Recommended Cash Offer 
by 
ENRC Africa 1 Limited ("ENRC Africa") 
(a wholly-owned subsidiary of Eurasian Natural Resources Corporation PLC) 
("ENRC") 
for 
Central African Mining & Exploration Company plc ("CAMEC") 
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 
 
 
Level of acceptances 
 
 
As at 1:00 pm (London time) on 9 November 2009, the first closing date under the 
Offer, ENRC had received valid acceptances from eligible CAMEC Shareholders in 
respect of 1,812,290,982 CAMEC Shares, representing approximately 88.28 per 
cent. in nominal value of the CAMEC Shares to which the Offer relates. 
 
 
This total includes acceptances in respect of the 759,445,892 CAMEC Shares over 
which ENRC had received irrevocable undertakings and a letter of intent to 
accept the Offer. 
 
 
Therefore, taking into account the 825,120,595 CAMEC Shares acquired by ENRC 
Africa on 17 and 18 September 2009, as at 1:00 pm (London time) on 9 November 
2009, ENRC either owned or had received valid acceptances in respect of 
2,637,411,577 CAMEC Shares, representing approximately 91.65 per cent. of the 
entire issued share capital of CAMEC. 
 
 
Reduction of minimum acceptance condition 
 
 
ENRC has decided to reduce the minimum acceptance condition under the Offer as 
set out in paragraph (a) of Part A of Appendix I to the Offer document from 90 
per cent. to 85 per cent. in nominal value of the CAMEC Shares to which the 
Offer relates. 
 
 
Offer unconditional in all respects 
As such, as at 1:00 pm (London time) on 9 November 2009, all the conditions 
under the Offer have now been satisfied (or, where applicable, waived) and the 
Offer has become unconditional in all respects. 
 
 
The Offer will remain open for acceptance by CAMEC Shareholders until further 
notice. CAMEC Shareholders who have not yet accepted the Offer are urged to do 
so as soon as possible and should follow the procedures for acceptance of the 
Offer set out below. 
 
 
Procedure for acceptance of the Offer 
To accept the Offer: 
  *  ALL CAMEC Shareholders who have not yet accepted the Offer and who hold their 
  CAMEC Shares in certificated form (that is, not in CREST) should complete, sign 
  and return the Form of Acceptance, in accordance with the instructions contained 
  therein and as set out in the Offer document. 
  *  ALL CAMEC Shareholders who have not yet accepted the Offer and who hold their 
  CAMEC Shares in uncertificated form (that is, in CREST) should follow the 
  procedure for electronic acceptance through CREST in accordance with the 
  instructions set out in the Offer document. 
 
Settlement 
Settlement of the consideration to which CAMEC Shareholders are entitled under 
the Offer will be effected (due to the requirements of Regulation 14E of the 
Exchange Act): (i) in the case of acceptances received, valid and complete in 
all respects as at the date of this announcement, within 3 US business days of 
the date of this announcement; or (ii) in the case of acceptances received, 
valid and complete in all respects after the date of this announcement but while 
the Offer remains open for acceptance, within 3 US business days of such 
receipt. 
Cancellation to trading of CAMEC Shares on AIM 
 
As previously announced in the Offer document, an application will now be made 
to cancel the admission to trading of CAMEC Shares on AIM.  The cancellation 
will take effect no earlier than 20 business days after the date of this 
announcement. Cancellation of admission to trading of CAMEC Shares on AIM will 
significantly reduce the liquidity and marketability of all CAMEC Shares not 
assented to the Offer at that time and CAMEC Shareholders should be aware that, 
because the AIM Rules will cease to apply to CAMEC following the cancellation of 
admission to trading of CAMEC Shares on AIM, they will as a result, have more 
limited shareholder protections if they remain shareholders in CAMEC. 
Availability of copies 
Copies of the Offer document, the form of acceptance and other documents on 
display for the purposes of the Offer are available for inspection during normal 
business hours on any business day at the offices of Herbert Smith LLP, Exchange 
House, Primrose Street, London EC2A 2HS, United Kingdom, throughout the period 
during which the Offer remains open for acceptance. 
A copy of this announcement is available to view on ENRC's website at: 
www.enrc.com. 
Capitalised terms used but not defined in this announcement have the same 
meaning as given to them in the Offer document. 
- ENDS - 
 
 
Enquiries 
For further information, please contact: 
 
 
 
 
+---------------------------------+-------------------------------------+ 
| ENRC: Investor Relations        |                                     | 
+---------------------------------+-------------------------------------+ 
| Mounissa Chodieva               | [phone]                | 
+---------------------------------+-------------------------------------+ 
| James S Johnson                 | [phone]                | 
+---------------------------------+-------------------------------------+ 
| Marianna Adams                  | [phone]                | 
+---------------------------------+-------------------------------------+ 
 
+----------------------------------+------------------------------------+ 
| ENRC: Press Relations            |                                    | 
+----------------------------------+------------------------------------+ 
| Julia Kalcheva                   | [phone]               | 
+----------------------------------+------------------------------------+ 
|                                  |                                    | 
+----------------------------------+------------------------------------+ 
|                                  |                                    | 
+----------------------------------+------------------------------------+ 
| M: Communications                |                                    | 
| (Public Relations advisor to     |                                    | 
| ENRC)                            |                                    | 
+----------------------------------+------------------------------------+ 
| Hugh Morrison                    | [phone]               | 
+----------------------------------+------------------------------------+ 
| Edward Orlebar                   | [phone]               | 
+----------------------------------+------------------------------------+ 
| Elly Williamson                  | [phone]               | 
+----------------------------------+------------------------------------+ 
 
+---------------------------------+-------------------------------------+ 
| BMO Capital Markets Limited     |                                     | 
| (Financial adviser to ENRC)     |                                     | 
+---------------------------------+-------------------------------------+ 
| William Smith                   | [phone]                | 
+---------------------------------+-------------------------------------+ 
| Derk Hartman                    | [phone]                | 
+---------------------------------+-------------------------------------+ 
| Robin Birchall                  | [phone]                | 
+---------------------------------+-------------------------------------+ 
 
+---------------------------------+-------------------------------------+ 
| CAMEC: Investor Relations       |                                     | 
+---------------------------------+-------------------------------------+ 
| Jeremy Gray                     | [phone]                | 
+---------------------------------+-------------------------------------+ 
 
+----------------------------------+------------------------------------+ 
| Financial Dynamics               |                                    | 
| (Public Relations adviser to     |                                    | 
| CAMEC)                           |                                    | 
+----------------------------------+------------------------------------+ 
| Ben Brewerton                    | [phone]               | 
+----------------------------------+------------------------------------+ 
 
+---------------------------------+-------------------------------------+ 
| Renaissance Capital Limited     |                                     | 
| (Financial adviser to CAMEC)    |                                     | 
+---------------------------------+-------------------------------------+ 
| Andrew Hayes                    | [phone]                | 
+---------------------------------+-------------------------------------+ 
| Toby Mannock                    | [phone]                | 
+---------------------------------+-------------------------------------+ 
 
+---------------------------------+-------------------------------------+ 
| Seymour Pierce Limited          |                                     | 
| (Rule 3 adviser to CAMEC)       |                                     | 
+---------------------------------+-------------------------------------+ 
| Jonathan Wright                 | [phone]                | 
+---------------------------------+-------------------------------------+ 
 
 
BMO Capital Markets Limited, which is regulated in the United Kingdom by the 
Financial Services Authority, is acting for ENRC and no one else in connection 
with the Offer and will not be responsible to anyone other than ENRC for 
providing the protections afforded to BMO Capital Markets Limited clients nor 
for providing advice in relation to the Offer nor any other matter referred to 
herein. 
 
 
Renaissance Capital Limited, which is regulated in the United Kingdom by the 
Financial Services Authority, is acting for CAMEC and no one else in connection 
with the Offer and will not be responsible to anyone other than CAMEC for 
providing the protections afforded to Renaissance Capital Limited clients nor 
for providing advice in relation to the Offer nor any other matter referred to 
herein. 
 
 
Seymour Pierce Limited, which is regulated in the United Kingdom by the 
Financial Services Authority, is acting for CAMEC and no one else in connection 
with the Offer and will not be responsible to anyone other than CAMEC for 
providing the protections afforded to Seymour Pierce Limited clients nor for 
providing advice in relation to the Offer nor any other matter referred to 
herein. 
The Offer is not being, and will not be, made, directly or indirectly, in or 
into, Canada, Australia or Japan and the Offer will not be capable of acceptance 
from or within Canada, Australia or Japan. 
This announcement does not constitute, or form any part of, any offer for, or 
solicitation of any offer for, securities. Any acceptance or other response to 
the Offer should be made on the basis of the information contained in the Offer 
document and the form of acceptance. 
To the extent permitted by applicable law, in accordance with the Code and 
normal United Kingdom market practice and pursuant to statutory relief under 
Rule 14e-5 of the US Securities and Exchange Act of 1934, as amended (the 
"Exchange Act") ENRC and its affiliates or their nominees or brokers (acting as 
agents) may, from time to time, during the period in which the Offer remains 
open for acceptance make certain purchases of, or arrangements to purchase, 
CAMEC shares otherwise than under the Offer, such as in open market or privately 
negotiated purchases. Such purchases, or arrangements to purchase, will comply 
with all applicable United Kingdom rules, including the Takeover Code and the 
rules of the London Stock Exchange. In addition, in accordance with the Takeover 
Code, normal United Kingdom market practice and Rule 14e-5 of the Exchange Act, 
BMO Capital Markets Limited serving as a financial adviser to ENRC and its 
affiliates may make purchases of, or arrangements to purchase, CAMEC shares 
outside of the Offer or engage in trading activities involving CAMEC shares and 
various related derivative transactions in the normal and ordinary course of 
their business. Information regarding such activities which is required to be 
made public in the United Kingdom pursuant to the Takeover Code will be reported 
to a regulatory information service and will be available on the London Stock 
Exchange website at www.londonstockexchange.com. This information will also be 
publicly disclosed in the United States to the extent that such information is 
made public in the United Kingdom. 
Rule 8 Notices 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of CAMEC, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 pm on the London business day following the date 
of the relevant transaction. This requirement will continue until the date on 
which the offer becomes, or is declared, unconditional as to acceptances, lapses 
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of CAMEC, 
they will be deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of CAMEC by ENRC or CAMEC, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon on the London 
business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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