Prosperity Minerals Holdings Ltd Irrevocable Undertakings to accept the Offer (9549K)

TIDMPMHL

RNS Number : 9549K

Prosperity Minerals Holdings Ltd

05 August 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

5 August 2013

Recommended Cash Offer

by Jetgo Development Limited ("Jetgo Bidco")

(a wholly owned subsidiary of Prosperity International Holdings (H.K.) Limited ("PIHL"))

for Prosperity Minerals Holdings Limited ("PMHL")

Irrevocable Undertakings to accept the Offer

Further to the announcement on 22 July 2013 of a recommended cash offer by Jetgo Bidco for the entire issued and to be issued share capital of PMHL, other than those PMHL Shares already owned by PIHL and the Treasury Shares (the "Offer Announcement"), Jetgo Bidco is pleased to confirm that it has received irrevocable undertakings to accept (or procure the acceptance of) the Offer in respect of 36,461,747 PMHL Shares, in aggregate, representing approximately 25.43 per cent. of PMHL's Issued Share Capital and 70.76 per cent. of the PMHL Shares which are the subject of the Offer.

These undertakings, taken together with the 91,865,324 PMHL Shares in which PIHL is currently interested in (directly and/or indirectly through Jetgo Bidco) represent approximately 89.49 per cent. of PMHL's Issued Share Capital.

Details of the irrevocable undertakings received by Jetgo Bidco to date in relation to PMHL Shares are set out in the Appendix to this announcement. Certain terms used in this announcement are defined in Offer Announcement.

 
 Enquiries 
 Jetgo Development Limited 
  Richard Kong 
  Gloria Wong                      [phone] 
 Prosperity Minerals Holdings 
  Limited 
  Patrick Li                       [phone] 
  Anthony Williams                  [phone] 
 Grant Thornton UK LLP 
 
  Philip Secrett 
  Salmaan Khawaja 
  Melanie Frean                    [phone] 
 Daniel Stewart & Company plc 
  (Financial adviser, nominated 
  adviser and broker to PMHL) 
  Antony Legge 
  Paul Shackleton 
  Ciaran Walsh                     [phone] 
 Citigate Dewe Rogerson 
  Martin Jackson 
  Jack Rich 
  Priscilla Garcia                 [phone] 
 

Further Information

Independent Shareholders are reminded that the City Code on Takeovers and Mergers does not apply to PMHL as although it is incorporated in Jersey, its place of central management is located outside of the United Kingdom, the Channel Islands and the Isle of Man. Therefore the Offer will not be regulated by the Panel on Takeovers and Mergers in the United Kingdom.

The Offer is not being made directly or indirectly, and securities of PMHL will not be accepted for purchase from or on behalf of any Independent Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Announcement.

Unless otherwise determined by Jetgo Bidco and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia, the Republic of South Africa or Japan) and the Offer will not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from a Restricted Jurisdiction.

Publication on websites

A copy of this announcement, is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the websites of PMHL at www.pmhl.co.uk and PIHL at www.pihl-hk.com in each case by no later than 12 noon on [6] August 2013 and will remain so during the course of the Offer. For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

APPENDIX

DETAILS OF IRREVOCABLE UNDERTAKINGS

Independent Shareholders

 
 Independent Shareholder        No. of PMHL Shares   Percentage of PMHL 
                                                      Issued Share Capital 
 CIM Dividend Income Fund 
  (Note (a))                    4,175,000            2.91 
 Mackenzie Cundill Recovery 
  Fund (Note (a))               11,600,000           8.09 
 Mackenzie Cundill Emerging 
  Markets Value Class (Note 
  (a))                          5,000,000            3.49 
 Cundill International 
  Company Limited (Note 
  (a))                          2,814,550            1.96 
 LIM Asia Multi-Strategy 
  Fund Inc.                     4,391,740            3.06 
 LIM Asia Special Situations 
  Master Fund Ltd               6,363,156            4.44 
 

Note (a): CIM Investment Management Limited is a fund manager and, for so long as it has discretionary management in respect of the PMHL shares as set out in the above table, it has provided undertakings to accept or procure the acceptance of the Offer in respect of the beneficial interests in PMHL Shares held by CIM Dividend Income Fund, Mackenzie Cundill Recovery Fund, Mackenzie Cundill Emerging Markets Value Class and Cundill International Company Limited.

The terms of these undertakings will lapse if (a) the offer document is not posted within 28 days of the Offer Announcement; (b) the Offer lapses or is withdrawn; (c) the Offer has not closed by 31 October 2013; or (d) a competing bid is made by a third party for PMHL Shares, the price or value of which exceeds the value of the Offer.

PMHL Directors

 
 PMHL Director                No. of PMHL Shares   Percentage of PMHL 
                                                    Issued Share Capital 
---------------------------  -------------------  ---------------------- 
 Patrick Siu Ming Li (Note 
  (a))                        1,543,121            1.08 
---------------------------  -------------------  ---------------------- 
 John Campbell Robertson 
  (Note (a))                  10,000               0.01 
---------------------------  -------------------  ---------------------- 
 Antony John Williams 
  (Note (a))                  10,000               0.01 
---------------------------  -------------------  ---------------------- 
 Sandy Chun-Kwan Chim 
  (Note (b))                  555,180              0.39 
---------------------------  -------------------  ---------------------- 
 

Note (a): Mr Li, Mr Robertson and Mr Williams are Independent Directors for the purposes of considering and recommending the Offer.

Note (b): Mr Chim is a Non-executive Director of PMHL. The PMHL Board has determined that Mr Chim is not an independent director for the purposes of considering and recommending the Offer.

The terms of the these undertakings will lapse if (a) the offer document is not posted by 5 p.m. (London time) on 19 August 2013 (or such later date as Jetgo Bidco and PMHL may agree); (b) the Offer lapses or is withdrawn; or (c) a competing bid is made by a third party for PMHL Shares which represents an improvement of 10 per cent. or more on the value of the consideration offered under the Offer.

This information is provided by RNS

The company news service from the London Stock Exchange

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