TIDMPMHL
RNS Number : 0790N
Prosperity Minerals Holdings Ltd
03 September 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.
3 September 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")
Offer declared wholly unconditional
On 22 July 2013, Jetgo Bidco announced its intention to make a
recommended cash offer (the "Offer") to acquire the entire issued
and to be issued share capital of PMHL, other than the PMHL Shares
already held by PIHL, at the offer price of 130 pence per PMHL
Share. The full terms and conditions of the Offer were set out in
the offer document posted to the Independent Shareholders on 12
August 2013 ("Offer Document").
Offer unconditional in all respects
Jetgo Bidco is pleased to announce that each of the conditions
to the Offer, as set out in the Offer Document, have been
satisfied, and accordingly, the Offer is now declared unconditional
in all respects.
The Offer will now only remain open for acceptances until 1.00
p.m. (London time) on 16 September 2013. Independent Shareholders
who have not yet accepted the Offer are encouraged to do so as soon
as possible and in any event by 1.00 p.m. (London time) on 16
September 2013. Full details of how to accept the Offer are set out
in the Offer Document (and in respect of certificated PMHL Shares,
the Form of Acceptance), a copy of which is available on PMHL's
website (www.pmhl.co.uk) for the duration of the Offer.
Level of acceptances
As at 1.00 p.m. (London time) on 2 September 2013 (being the
first closing date of the Offer), Jetgo Bidco had received valid
acceptances from Independent Shareholders in respect of 50,351,619
PMHL Shares, representing approximately 35.11 per cent. of PMHL's
Issued Share Capital and 97.72 per cent. of the PMHL Shares which
are the subject of the Offer.
These acceptances include the irrevocable undertakings to accept
(or procure the acceptance of) the Offer from certain Independent
Shareholders in respect of 36,461,747 PMHL Shares, 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, that Jetgo Bidco announced that it had received on 5 August
2013.
These acceptances, taken together with the 91,865,324 PMHL
Shares in which PIHL is currently interested in, represent
approximately 99.18 per cent. of PMHL's Issued Share Capital.
In addition, all holders of the outstanding PMHL Share Options
have accepted the Option Offer.
Approval by PIHL Shareholders
As set out in the Offer Document, the Offer was conditional upon
the consent of PIHL's shareholders at the PIHL SGM.
The PIHL SGM took place on 27 August 2013 whereby consent to the
Offer was duly granted by PIHL Shareholders.
Payment of consideration
Payment of consideration to Independent Shareholders who have
validly accepted the Offer prior to 1.00 p.m. (London time) on 2
September 2013 will be made on or before 16 September 2013. Payment
of consideration due to Independent Shareholders who provide valid
acceptances after today's date and while the Offer remains open for
acceptance, will be made within 14 days of receipt of such
acceptance.
Cancellation of trading in PMHL Shares
In accordance with Rule 41 of the AIM Rules, and in accordance
with the intentions set out in the Offer Document, PMHL has given
notice that trading on AIM in PMHL Shares is to be cancelled.
Therefore, trading in PMHL Shares on AIM will cease at close of
business on 1 October 2013, with cancellation of the AIM quotation
taking effect at 7.00 a.m. on 2 October 2013.
Once PMHL's admission to trading on AIM has been cancelled,
there is no intention to provide a facility to enable the PMHL
Shares to be traded on any public share trading platform or to list
the PMHL Shares on an alternative stock exchange. Independent
Shareholders should note that any transaction in PMHL Shares
undertaken after the cancellation of trading in PMHL Shares will
only be capable of being undertaken by private sale. The
cancellation of trading of PMHL Shares is likely to significantly
reduce the liquidity and marketability of any PMHL Shares not
acquired by Jetgo Bidco under the Offer.
Compulsory acquisition of PMHL Shares
Since Jetgo Bidco has received acceptances under the Offer in
respect of more than 9/10ths in nominal value of the PMHL Shares to
which the Offer relates, after the closing of the Offer at 1.00
p.m. (London time) on 16 September 2013, Jetgo Bidco intends to
exercise its rights pursuant to Article 117 of the Companies
(Jersey) Law to acquire compulsorily any outstanding PMHL Shares to
which the Offer relates.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries
Jetgo Development Limited
Richard Kong
Gloria Wong +852 2243 3778
Prosperity Minerals Holdings
Limited
Patrick Li +852 3187 2618
Anthony Williams +44 (0) 7810 883 145
Grant Thornton UK LLP (Financial
adviser to Jetgo Bidco and PIHL)
Philip Secrett
Salmaan Khawaja
Melanie Frean +44 (0) 20 7383 5100
Daniel Stewart & Company plc
(Financial adviser, nominated
adviser and broker to PMHL)
Antony Legge
Paul Shackleton
Ciaran Walsh +44 (0) 20 7776 6550
Citigate Dewe Rogerson
Martin Jackson
Jack Rich
Priscilla Garcia +44 (0) 20 7638 9571
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 is not being regulated by the Panel on
Takeovers and Mergers in the United Kingdom.
Daniel Stewart Company plc, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for PMHL and no one else in connection with the Offer
and accordingly will not be responsible to anyone other than PMHL
for providing the protections afforded to customers of Daniel
Stewart Company plc nor for providing advice inrelation to the
Offer, this announcement or any other matter referred to
herein.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Jetgo Bidco and PIHL and no one else in connection
with the Offer and accordingly will not be responsible to anyone
other than Jetgo Bidco and PIHL for providing the protections
afforded to clients of Grant Thornton UK LLP nor for providing
advice in relation to the Offer, this announcement or any other
matter referred to herein.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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