Resolute Mining Regulatory News (RSG)

10 Sep 2007 17:22

Brian Kingham10 September 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. ANNOUNCEMENTFor immediate release 10 September 2007 RECOMMENDED CASH OFFER FOR RELIANCE SECURITY GROUP PLC ("RELIANCE") BY RELIANCEEXECUTIVE LIMITED ("RELIANCE EXECUTIVE") Compulsory acquisition, cancellation of admission of Reliance Shares to trading on AIM and re-registration Compulsory acquisition • On 1 August 2007, a recommended cash offer (the "Offer") was 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 shares held by Brian Kingham and the Brian Kingham Settlements. The Offer was declared unconditional in all respects on 24 August 2007. • Reliance Executive has, within the relevant time period specified in section 980(2) of the Companies Act 2006 (the "Act"), satisfied the conditions contained in subsection (2) or (4) of section 979 of that Act. Reliance Executive hereby gives notice that it now intends to exercise its rights under section 979 of the Act to acquire compulsorily all of the Reliance Shares in respect of which valid acceptances of the Offer have not been received. • Accordingly, compulsory acquisition notices are today being dispatched to the Independent Reliance Shareholders who have not yet validly accepted the Offer. Cancellation of admission of Reliance Shares to trading on AIM • Reliance Executive also announces that it has procured the making of an application by Reliance to cancel the admission of the Reliance Shares to trading on AIM. It is anticipated that such cancellation to trading will take effect on 24 September 2007. Re-registration of Reliance as a private company • Furthermore, it is also intended that Reliance will seek to be re-registered as a private company pursuant to section 53 of the Companies Act 1985 (as amended). It is anticipated that such re-registration will take effect on 25 September 2007. Acceptance of the Offer • The Board of Reliance Executive announces that the Offer, which remains subject to the terms set out in the Offer Document, remains open for acceptance until further notice and at least 14 days' notice will be given by announcement before the Offer is closed. • 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. Settlement of consideration • The consideration due to accepting Independent Reliance Shareholders will be dispatched within 14 days of the date of receipt of further acceptances which are valid and complete in all respects. • 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