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.
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