Offer Update - Facility Agreement (5296E)

TIDMDIAM TIDMDIAA

RNS Number : 5296E

Abdallah Chatila

31 May 2012

FOR IMMEDIATE RELEASE

31 May 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH AFRICA.

MANDATORY CASH OFFER BY ABDALLAH CHATILA

TO ACQUIRE DIAMOND CIRCLE CAPITAL PLC AT US$3.50 PER DCC SHARE

OFFER UPDATE - ADDITIONAL FACILITY AGREEMENT

   1.         Investec Bank plc Facility Agreement 

The definitions used in this announcement are contained in Appendix I to this announcement.

As required by Rule 26.1 of the City Code, certain documents have been made available on Offeror's website (www.achatila.ch) in connection with the Offer.

On 31 May 2012, the Offeror entered into a Facility Agreement with Investec Bank plc pursuant to which the Offeror is able to finance the acquisition of DCC Shares (including pursuant to the Offer).

As security for monies borrowed under the Facility Agreement, the Offeror has charged all DCC Shares owned and to be acquired by him to Investec Bank plc under the terms of the Share Charge. The Offeror has also granted to Investec Bank plc an Account Charge over his bank account with the bank.

   2.         Publication on Website 

In accordance with Rule 26.1 of the City Code, a copy of this announcement, the Facility Agreement, the Share Charge and the Account Charge are available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the Offeror's website at www.achatila.ch

   3.         Enquiries: 

Offeror: Abdallah Chatila Tel: [phone]

Reed Smith LLP (Legal adviser to the Offeror): Oliver s'Jacob Tel: [phone]

Appendix I

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "Account Charge"            the charge over bank account entered 
                              into between Abdallah Chatila, as Chargor, 
                              and Investec Bank plc, as Chargee, dated 
                              31 May 2012; 
 "Canada"                    Canada, its provinces, territories and 
                              all areas subject to its jurisdiction 
                              and any political sub-division thereof; 
 "City Code"                 the City Code on Takeovers and Mergers; 
 "DCC Shares"                the existing issued or unconditionally 
                              allotted and paid (or credited as fully 
                              paid) ordinary shares of US$0.01 each 
                              in the capital of Diamond Circle Capital 
                              and any further shares which are unconditionally 
                              allotted or issued fully paid (or credited 
                              as fully paid) on or prior to the date 
                              on which the Offer closes or, subject 
                              to the provisions of the City Code, such 
                              earlier date or dates as the Offeror 
                              may determine; 
 "Diamond Circle Capital"    Diamond Circle Capital PLC; 
  or "the Company" 
 "Facility Agreement"        the facility agreement between, inter 
                              alios, Abdallah Chatila, as borrower, 
                              and Investec Bank plc, as lender, dated 
                              31 May 2012; 
 "Japan"                     Japan, its cities, prefectures, territories 
                              and possessions; 
 "Offer"                     the mandatory cash offer by Abdallah 
                              Chatila to acquire all of the DCC Shares 
                              not already owned by the Offeror Concert 
                              Parties (excluding treasury shares) on 
                              the terms to be set out in the Offer 
                              Document, including, where the context 
                              requires, any subsequent revision, variation, 
                              extension or renewal of such offer; 
 "Offeror"                   Abdallah Chatila, the person making the 
                              Offer; 
 "Offeror Concert Parties"   Abdallah Chatila, Evermay Global Inc. 
                              and Pavlo Protopapa; 
 "Restricted Jurisdiction"   the United States, Australia, Canada, 
                              New Zealand, the Republic of South Africa, 
                              Japan and any other jurisdiction in respect 
                              of which the making of the Offer, directly 
                              or indirectly, in, into or from, such 
                              jurisdiction would constitute a violation 
                              of the laws of such jurisdiction; 
 "Share Charge"              the share charge entered into between 
                              Abdallah Chatila, as Chargor, and Investec 
                              Bank plc, as Chargee, dated 31 May 2012; 
 "United Kingdom"            the United Kingdom of Great Britain and 
                              Northern Ireland; 
 "United States"             the United States of America, its territories 
                              and possessions, any State of the United 
                              States and the District of Columbia, 
                              and all other areas subject to its jurisdiction. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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