Resolute Mining Regulatory News (RSG)

23 Aug 2007 07:45

Brian Kingham23 August 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia, Japan or any other jurisdiction whereto do so would constitute a violation of the relevant laws of such jurisdiction. ANNOUNCEMENTEmbargoed until 7.45 a.m. 23 August 2007 RECOMMENDED CASH OFFER FOR RELIANCE SECURITY GROUP PLC ("RELIANCE") BY RELIANCEEXECUTIVE LIMITED ("RELIANCE EXECUTIVE") Offer update • On 31 July 2007, Reliance Executive announced that the Independent Reliance Directors and the Board of Reliance Executive had reached agreement on the terms of a recommended all cash Offer at 916 pence per share to be made by Reliance Executive for the entire issued and to be issued ordinary share capital of Reliance other than an aggregate of 15,108,564 Reliance Shares held by Brian Kingham and the Brian Kingham Settlements. • The offer document setting out, inter alia, the full terms of, and conditions to, the Offer (the "Offer Document") was posted to Independent Reliance Shareholders on 1 August 2007. Acceptance levels • The Board of Reliance Executive announces that as at 3.00 p.m. on 22 August 2007, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 4,942,626 Reliance Shares, representing approximately 77.2 per cent. of the Reliance Shares to which the Offer relates. • Save as disclosed herein, no Reliance Shares have been acquired or agreed to be acquired by or on behalf of Reliance Executive or any person acting in concert with Reliance Executive during the Offer Period and neither Reliance Executive nor any person acting in concert with Reliance Executive has the benefit of any irrevocable commitment or letter of intent in respect of any Reliance Shares or has any interest in any Reliance Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery in respect of any Reliance Shares, any right to subscribe for any Reliance Shares or any stock borrowing or lending arrangement in respect of any Reliance Shares. • As set out in the Offer Document, Reliance Executive has received an irrevocable undertaking to accept the Offer from Artemis Investment Management in respect of its entire holding of 1,028,037 Reliance Shares, representing approximately 4.8 per cent. of the entire existing issued share capital of Reliance and 16 per cent. of the existing Reliance Shares to which the Offer relates. • Reliance Executive has also received irrevocable undertakings from Julian Nicholls and Mark Harrison (members of the Concert Party) to exercise their Reliance Options and accept the Offer in full in respect of an aggregate of a maximum of 171,979 Reliance Shares arising from the exercise. The actual number of Reliance Shares arising from the exercise will be determined subject to the satisfying of performance conditions attached to certain Reliance Options awarded in 2005 and 2006. The performance conditions relate to Reliance's total shareholder return over the relevant performance period as compared to the FTSE 350 index, and will be assessed immediately prior to the exercise of the relevant Reliance Options. • A valid acceptance has been received in respect of all of the Reliance Shares subject to the irrevocable undertaking from Artemis Investment Management which are included in the total of valid acceptances referred to above. Extension of the Offer The Board of Reliance Executive announces that the Offer, which remains subject to the terms set out in the Offer Document, is being extended for 14 days and will remain open for acceptance until the next closing date which will be 3.00 p.m. on 5 September 2007. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or such later time or date as the Panel may agree. • Independent Reliance Shareholders who wish to accept the Offer and who have not already done so should: (i) in respect of certificated Reliance Shares, complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance so as to be received as soon as possible; or (ii) in respect of uncertificated Reliance Shares, accept electronically through CREST in accordance with the instructions set out in the Offer Document, so that the TTE Instruction settles as soon as possible. • Additional copies of the Offer Document and the Form of Acceptance are available from Computershare by telephoning 0870 707 1269 or, if calling from outside the UK, +44 870 707 1269. • This announcement should be read in conjunction with the Offer Document. Terms defined in the Offer Document have the same meaning in this announcement. The Offer Document will remain available for inspection during normal business hours at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB while the Offer remains open for acceptance. Enquiries: Reliance Executive Tel: + 44 (0) 207 730 9901Brian KinghamNeil French Hawkpoint Tel: + 44 (0) 207 665 4500Paul BainesChris RobinsonJoseph Ayala Reliance Tel: + 44 (0) 1895 205 000Nigel Stapleton JPMorgan Cazenove Tel: + 44 (0) 207 588 2828Malcolm MoirJulian Cazalet Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Reliance Executive andno one else in connection with the Offer and will not be responsible to anyoneother than Reliance Executive for providing the protections afforded to clientsof Hawkpoint nor for providing advice in relation to the Offer. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Reliance and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Reliance for providing the protections afforded to clients of JPMorganCazenove nor for providing advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer is being made solely by means of theOffer Document, which contains the full terms and conditions of the Offer anddetails of how the Offer may be accepted, the Form of Acceptance (in respect ofcertificated Reliance Shares), and by a notice published in the London Gazettedated 3 August 2007. Unless otherwise determined by Reliance Executive and permitted by applicablelaw and regulation, the Offer is not being made, directly or indirectly, in orinto, or by the use of the mails or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce, or any facility of a national securities exchange, of a RestrictedJurisdiction and the 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 orinto or from a Restricted Jurisdiction and persons receiving this announcement(including, without limitation, custodians, nominees and trustees) must not mailor otherwise forward, distribute or send it in or into or from a RestrictedJurisdiction. Doing so may render invalid any purported acceptance of the Offer.The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about, and,observe any applicable requirements. If you are in any doubt about the Offer and/or any action you should take, youare recommended to seek your own personal financial advice immediately from yourstockbroker, bank manager, solicitor, accountant or independent financialadviser authorised under the Financial Services and Market Act 2000 (as amended)if you are resident in the United Kingdom or, if not, from another appropriatelyauthorised independent financial adviser in your own jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange