Published: 2010-10-19 14:00:06 CEST
Afarak Group Plc - Tender offer
RECOMMENDED CASH OFFER FOR CHROMEX MINING PLC
13:00 London, 15:00 Helsinki, 19 October 2010 - Ruukki Group Plc, Stock Exchange
Release                                                                         

RECOMMENDED CASH OFFER FOR CHROMEX MINING PLC                                   

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO   
ANY RESTRICTED JURISDICTION INCLUDING THE UNITED STATES, AUSTRALIA, CANADA OR   
JAPAN                                                                           

19 October 2010                                                                 

RECOMMENDED CASH OFFER                                                          

by                                                                              

Synergy Africa Limited                                                          
(a company 51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by     
Kermas Limited)                                                                 

for                                                                             

Chromex Mining Plc                                                              

Posting of Offer Document                                                       
                                                                                
Further to the announcement made on 30 September 2010 regarding the recommended 
cash offer to be made by Synergy Africa Limited ("Synergy Africa") a company 51 
per cent. owned by Ruukki Group Plc ("Ruukki") and 49 per cent. owned by Kermas 
Limited ("Kermas"), to acquire the entire issued and to be issued share capital 
of Chromex Mining plc ("Chromex") (the "Offer") and to acquire all issued       
warrants giving the right to subscribe for shares in Chromex (the "Warrant      
Offer") to which the Warrant Offer relates, Ruukki announces that the offer     
document containing full terms of, and conditions to, the Offer and the Warrant 
Offer, (the "Offer Document") was yesterday posted to holders of Chromex shares 
and warrants, together with the Offer Form of Acceptance and the Warrant Form of
Acceptance (as applicable).                                                     

Included in the Offer Document is the following statement which has not been    
published previously by Ruukki in respect of material change in the trading and 
financial position of Ruukki. This statement is required under Rule 24.2 of the 
UK City Code on Takeovers and Mergers. Ruukki expects that the circular to      
Ruukki shareholders in respect of the Related Party Transaction, which to be    
published in due course, will include a similar statement.                      

For the period since 30 June 2010 to 31 August 2010, while Ruukki's revenues    
have been up on the comparable period in 2009 supported by higher ferrochrome   
prices and a product mix more in favour of ultra-low carbon ferrochrome, the    
operating loss widened from an unaudited €2.4 million to an unaudited €3.3      
million. This was due to two main factors: (i) an increase in depreciation and  
overhead costs relating to a new furnace at Mogale; and (ii) a current reduction
in volumes at Mogale resulting from some capacity not in operation at the       
present time as a result of an industrial dispute in the area where Mogale      
operates. The combined impact of these two factors more than outweighed the     
higher ferrochrome price impact.                                                

The Offer and Warrant Offer will initially be open until 1.00pm (London time) on
8 November 2010.                                                                

To accept the Offer in respect of the Chromex Shares held in certificated form, 
and the Chromex Warrant Offer in respect of the Chromex Warrants held in        
certificated form, Chromex Shareholders and Chromex Warrantholders should       
complete, sign and return the Offer Form of Acceptance and/or the Warrant Offer 
Form of Acceptance (as applicable), which accompany the Offer Document together 
with their share certificate(s) and/or warrant certificates (as applicable), in 
accordance with the instructions contained therein and set out in the Offer     
Document, as soon as possible and, in any event, so as to be received by Capita 
Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road,         
Beckenham, Kent BR3 4TU by no later than 1.00pm (London time) on 8 November     
2010.                                                                           
                                                                                
To accept the Offer in respect of Chromex Shares held in CREST, and the Warrant 
Offer in respect of Chromex Warrants held in CREST, Chromex Shareholders and    
Warrantholders should follow the procedure for electronic acceptance through    
CREST in accordance with the instructions set out in the Offer Document so that 
the TTE Instruction settles as soon as possible and, in any event, by no later  
than 1.00pm (London time) on 8 November 2010.                                   
                                                                                
A copy of this Offer Document together with the information incorporated by     
reference into it, the Offer Form of Acceptance and the Warrant Offer Form of   
Acceptance will be available, subject to certain restrictions relating to       
persons resident in the United States, Australia, Canada and Japan on Ruukki's  
website, www.ruukkigroup.fi, and Chromex's website, www.chromexmining.co.uk,    
from the date of the Offer Document, being 18 October 2010, until the end of the
Offer Period.                                                                   

Terms defined in the Offer Document have the same meaning in this announcement. 
                                                                                
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.chromexmining.co.uk and             
www.ruukkigroup.fi                                                              
                                                                                
For further information please contact:                                         

Ruukki Group Plc / Synergy Africa Limited                                       
Danko Koncar       Tel: +44  (0) 20 7376 1175                                   
Alex Buck, IR      Tel: +44 (0)7932 740 452                                     

Investec Bank plc (financial advisers to Ruukki and Synergy Africa)             
David Currie       Tel: +44(0)20 7597 5970                                      
Patrick Robb                                                                    
Daniel Adams                                                                    
Stephen Cooper                                                                  
                                                                                
Pelham Bell Pottinger (PR advisers to Ruukki and Synergy Africa)                
Charles Vivian      Tel: +44 (0)20 7861 3126                                    
James MacFarlane    Tel: +44 (0)20 7861 3864                                    

Chromex Mining plc                                                              
Russell Lamming     Tel: +44 (0) 7810 870587                                    
Brian Moritz        Tel: +44 (0) 7976 994300                                    

Panmure Gordon (UK) Limited (financial advisers to Chromex)                     
Dominic Morley      Tel: +44 (0) 20 7459 3600                                   
Callum Stewart                                                                  
Grishma Patel                                                                   

St Brides Media & Finance (PR advisers to Chromex)                              
Hugo de Salis       Tel: +44 (0) 20 7236 1177                                   

The Chromex Directors accept responsibility for the information contained in    
this Announcement relating to the Chromex Group, themselves and their immediate 
families and connected persons. The Synergy Africa Directors, the Ruukki        
Directors and the Kermas Directors each accept responsibility for all of the    
other information contained in this Announcement. To the best of the knowledge  
and belief of the Synergy Africa Directors, the Ruukki Directors, the Kermas    
Directors and the Chromex Directors (who have taken all reasonable care to      
ensure that such is the case) the information contained in this Announcement for
which they are respectively responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.              

Investec Bank plc, which is authorised and regulated in the United Kingdom by   
the Financial Services Authority, is acting exclusively for Ruukki and Synergy  
Africa and no one else in connection with the Offer and the Warrant Offer and   
will not be responsible to anyone other than Ruukki and Synergy Africa for      
providing the protections afforded to clients of Investec Bank plc or for       
providing advice in connection with the Offer and the Warrant Offer.            

Panmure Gordon (UK) Limited, which is authorised and regulated in the United    
Kingdom by the Financial Services Authority, is acting exclusively for Chromex  
and no one else in connection with the Offer and the Warrant Offer and will not 
be responsible to anyone other than Chromex for providing the protections       
afforded to clients of Panmure Gordon (UK) Limited or for providing advice in   
relation to the Offer and the Warrant Offer.                                    

The release, publication or distribution of this Announcement in jurisdictions  
other than the United Kingdom may be restricted by law and, therefore, any      
persons who are subject to the laws of any jurisdiction other than the United   
Kingdom should inform themselves about, and observe, any applicable             
requirements. This Announcement has been prepared in accordance with English law
and the Code and information disclosed may not be the same as that which would  
have been prepared in accordance with the laws of jurisdictions outside England.

This Announcement does not constitute an offer or an invitation to purchase or  
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer, the Warrant Offer or otherwise. The Offer   
and the Warrant Offer will be made solely by means of the Offer Document, an    
advertisement to be published in the London Gazette and the London edition of   
the Financial Times, and the Form of Acceptance (in respect of Chromex Shares in
certificated form) and the Warrant Offer Form of Acceptance(in respect of the   
Chromex Warrants in certificated form), which will contain the full terms and   
conditions of the Offer and the Warrant Offer, including details of how the     
Offer and the Warrant Offer may be accepted. Any acceptance or other response to
the Offer or the Warrant Offer should be made only on the basis of the          
information in the Offer Document and the Form of Acceptance (in the case of    
Chromex Shares in certificated form) and the Warrant Offer Form of Acceptance(in
respect of the Chromex Warrants in certificated form) (as applicable).          

Unless otherwise determined by Synergy Africa and permitted by applicable law   
and regulation, the Offer and the Warrant 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 or Japan) and the Offer and the Warrant Offer will not be     
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 this Announcement (including, without limitation, custodians, 
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction. Doing so may render invalid any   
purported acceptance of the Offer and the Warrant Offer. The availability of the
Offer and the Warrant Offer to persons who are not resident in the United       
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who  
are not resident in the United Kingdom should inform themselves about and       
observe any applicable requirements.                                            

Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. 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 Code, any person who is, or becomes, "interested" in 1 
per cent. 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 +44 (0)20 7638 0129.                    

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.                                                                

Copies of this Announcement can be found at Ruukki's and Chromex's websites at  
www.ruukkigroup.fi and www.chromexmining.co.uk respectively.