DMCI Holdings Inc. Offer Update (3835M)

TIDMTTM TIDMENK

RNS Number : 3835M

DMCI Holdings Inc.

17 September 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 September 2012

RECOMMENDED CASH OFFER

for

ENK PLC ("ENK" or the "Company")

DMCI Holdings, Inc. ("DMCI") and D&A Income Limited ("D&A") (together the "Joint Offerors")

Update on Level of Acceptances and Extension of the Offer

Delisting of ENK

Introduction

On 24 August 2012, the Joint Offerors made a recommended cash offer for the entire issued and to be issued share capital of ENK not already owned by the Joint Offerors or their associates. The Offer was declared wholly unconditional on 4 September 2012.

Level of acceptances

The Joint Offerors confirm that as at 1.00 p.m. (London time) on 14 September 2012, the First Closing Date of the Offer, they have received valid acceptances in respect of a total of 151,781,829 Shares, representing approximately 57.9 per cent. of the entire issued share capital of ENK, including 88,769,093 Shares which were subject to irrevocable undertakings, as set out in paragraph 6 of Appendix III of the Offer Document. In addition, since 22 August 2012 (being the latest practicable date prior to the publication of the Offer Document), DMCI has acquired a total of 24,020,000 Shares at or below the Offer Price through market purchases, representing approximately 9.2 per cent. of the entire issued share capital of ENK.

Therefore, together with the 53,981,824 Shares, representing approximately 20.6 per cent. of the entire issued share capital of ENK, owned by the Joint Offerors on 22 August 2012, the Joint Offerors now own or have received valid acceptances in respect of a total of 229,783,653 Shares, representing approximately 87.7per cent. of the entire issued share capital of ENK.

Extension of the Offer

The Offer has been extended and will remain open until 1.00 p.m. (London time) on Friday, 28 September 2012. Acceptances of the Offer by Shareholders must be received by 1.00 p.m. (London time) on 28 September 2012. Acceptances by CDI holders must be received by 7.00 p.m. (Sydney time) on Wednesday, 26 September 2012.

Unless extended further by the Joint Offerors, the Offer will close on 28 September 2012. Shareholders who have not yet accepted the Offer are urged to do so immediately.

Details on how to accept the Offer are set out in full in the Offer Document and the accompanying Form of Acceptance. If you do not have one, you may request a copy of the Offer Document and Form of Acceptance by contacting Computershare UK on 0870 889 4064 or Computershare Australia on 1300 609 184 or +61 9415 4312, if telephoning from outside Australia.

Cancellation of admission to trading on AIM and withdrawal from the ASX

As the Joint Offerors have acquired Shares accounting for more than 75 per cent. of the entire issued share capital of ENK, they have instructed the Company to make applications (i) to the London Stock Exchange for the cancellation of trading in Shares on AIM and to de-list ENK from AIM and (ii) to the Australian Securities Exchange for the removal of ENK from the official list of the ASX. The 20 business day notice period on AIM is expected to commence today and the cancellation is expected to take effect at 7.00 a.m. on 16 October 2012. In addition the Joint Offerors may re-register ENK as a private company. Following the cancellation, any transaction in ENK Shares would need to be negotiated privately directly between the buyer and seller.

The de-listing and cancellation of trading in Shares will significantly reduce the liquidity and marketability of any Shares in respect of which the Offer has not been accepted.

Settlement

The consideration to which any Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before 4 September 2012, on or before 18 September 2012; and (ii) in the case of valid acceptances received after 4 September 2012 but while the Offer remains open for acceptance, within 14 calendar days of such receipt, in each case in the manner described in the Offer Document.

Enquiries:

Evercore Partners (financial advisor to the Joint Offerors)

Stephen CuUnjieng Tel: +852 3983 2600

Edward Banks Tel: +44 20 7653 6000

Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Offer Document.

Shareholders with any questions relating to the Offer Document or the completion and return of the Form of Acceptance or CDI Acceptance Forms should telephone Computershare UK on 0870 889 4064 (or +44 (0) 870 889 4064, if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays) or Computershare Australia on 1300 609 184 (or +61 9415 4312, if telephoning from outside Australia) between 9.30 a.m. and 5.00 p.m. (Australian Eastern Standard Time) Monday to Friday (excluding Australian public holidays).

The percentages referred to in this announcement are based upon a figure of 262,104,003 Shares as disclosed by ENK in its latest annual report released on 25 June 2012.

Evercore Partners, through Evercore Asia and Evercore International, is acting exclusively for the Joint Offerors and no one else in connection with the Offer and for DMCI and no one else in connection with the consortium arrangements with D&A in relation to the Offer and will not be responsible to anyone other than the Joint Offerors and DMCI for providing the protections afforded to clients of Evercore Partners or for providing advice in connection with the Offer, the consortium arrangements or any matter referred to herein. Evercore Asia is licensed by the Hong Kong Securities and Futures Commission. Evercore International is authorised and regulated in the United Kingdom by the Financial Services Authority.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document, the Form of Acceptance and the CDI Acceptance Forms, which contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

The Offer is not subject to the City Code or the jurisdiction of the Takeover Panel and this announcement has not been prepared for the purposes of complying with the City Code.

This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

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. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, the Joint Offerors disclaim any responsibility or liability for the violation of such restrictions by such person.

Unless otherwise determined by the Joint Offerors, and permitted by applicable law and regulation, the Offer has not been made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer is not capable of acceptance from or within a Restricted 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 as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

If you are a resident of the United States, please read the following:

In accordance with normal UK market practice, the Joint Offerors, or their nominees, or their brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom.

Forward Looking Statements

This announcement contains statements about the Joint Offerors and ENK 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. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of either of the Joint Offerors' or ENK's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on either of the Joint Offerors' or ENK's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Joint Offerors disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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