Offer Update (5798E)

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RNS Number : 5798E

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 - OFFER UNCONDITIONAL IN ALL RESPECTS

   1.         Introduction 

On 8 May 2012, the Offeror announced that the Offeror Concert Parties had increased their holding of DCC Shares to 3,200,000 DCC Shares representing approximately 43.05 per cent. of the voting rights in the Company. Accordingly, as required under Rule 9 of the City Code, the Offeror made an offer for the DCC Shares not already held by the Offeror Concert Parties at a price of US$3.50 per DCC Share in cash.

On 10 May 2012, the Offeror announced that he had published the Offer Document in relation to the Offer on the following website: www.achatila.ch. The Offer was open for acceptance, subject to the terms of the Offer Document, until 1.00 pm on 31 May 2012.

Earlier today the Offeror acquired 1,927,385 DCC Shares from the other Offeror Concert Parties so that the Offeror now holds in his own name 3,200,000 DCC Shares representing approximately 43.05 per cent. of the voting rights exercisable at general meetings of the Company.

No irrevocable commitments or letters of intent have been procured by the Offeror or any person acting in concert with him.

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

   2.     Level of Acceptances 

As at 1.00 p.m. (London time) on 31 May 2012, the Offeror had received valid acceptances in relation to the Offer in respect of 598,000 DCC Shares representing approximately 8.05 per cent. of the issued share capital of the Company.

This interest, taken together with the 3,200,000 DCC Shares acquired by the Offeror before or during the Offer has resulted in the Offeror holding approximately 51.10 per cent. of the voting rights exercisable at general meetings of the Company.

The percentages of DCC Shares referred to in this announcement are based upon a figure of 7,432,400 DCC Shares in issue on 21 May 2012.

   3.         Offer Unconditional in All Respects and Extension 

As a result of the acceptances referred to above, the Offer is now declared unconditional in all respects.

The Offer will now remain open for acceptance until 1.00 p.m. (London time) on 15 June 2012. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document. All other terms contained in the Offer Document still apply.

   4.         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. Further details in relation to overseas shareholders will be contained in the Offer Document.

Unless otherwise determined by the Offeror or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from the United States, Australia, Canada, New Zealand, the Republic of South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that 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 where to do so would violate the laws in that jurisdiction.

   5.         Forward-looking statements 

This announcement may contain statements 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 (including, without limitation, any statements regarding the Offeror's and/or the Company's future financial condition, results of operations and business strategy, plans and objectives). Statements containing the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning are also forward-looking, but the use of such words is not the exclusive means of identifying such statements. Forward-looking statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date hereof, and the Offeror does not undertake to update or revise any such statement, whether as a result of new information, future events or otherwise, except as required by the City Code or applicable law.

   6.         Dealing Disclosure Requirements 

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

The Offeror made an Opening Position Disclosure in respect of himself and the other Offeror Concert Parties under Rule 8.1(a) of the City Code on 8 May 2012.

   7.         Publication on Website 

A copy of this announcement and the Offer Document 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

   8.         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:

 
 "Business Day"              means a day other than a Saturday or 
                              Sunday or a public holiday in England 
                              and Wales; 
 "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 Shareholder(s)"        holders, from time to time, of DCC Shares; 
 "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" 
 "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; 
 "Offer Document"            the formal document to be sent to DCC 
                              Shareholders (or made available electronically 
                              in accordance with the City Code) setting 
                              out the full terms of the Offer; 
 "Offer Period"              the offer period (as defined by the City 
                              Code) relating to Diamond Circle Capital 
                              which commenced on 8 May 2012; 
 "Offeror"                   Abdallah Chatila, the person making the 
                              Offer; 
 "Offeror Concert Parties"   Abdallah Chatila, Evermay Global Inc. 
                              and Pavlo Protopapa 
 "Panel"                     the Panel on Takeovers and Mergers; 
 "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; 
 "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; 
 "US$"                       United States dollars, the lawful currency 
                              of the United States 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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