4 Nov 2011 11:24
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
FOR IMMEDIATE RELEASE 4 November 2011
Pala's offer declared unconditional in all respects
LONDON, ENGLAND - 4 November 2011: On 7 September 2011 Pala Investments Holdings Limited ("Pala"), through its wholly-owned subsidiary, Pala Minerals Limited ("PML") made a cash offer (the "Offer") to acquire all the shares of Sierra Rutile Limited (AIM: SRX) ("Sierra Rutile") not already owned by Pala, at a price of 25 pence per Sierra Rutile Share. Full details of the Offer were contained in the announcement made by PML on that date (the "Original Offer Announcement").
On 3 October 2011, PML made an improved offer at a price of 30 pence per Sierra Rutile Share (the "Improved Offer"). Full details of the Improved Offer were contained in the announcement made by PML on that date (the "Improved Offer Announcement").
Further, the Improved Offer Announcement extended the closing date of the Improved Offer to 1.00 p.m. on 4 November 2011 (the "Closing Date") and gave Sierra Rutile Shareholders an opportunity to apply to sell Sierra Rutile Shares to Pala by private treaty, regardless of the outcome of the Improved Offer at any time from 8 October 2011 until 1.00 p.m. (London time) on 1 November 2011. The deadline for submission of applications by Sierra Rutile Shareholders to sell shares by private treaty to Pala was subsequently extended until 1.00 p.m. (London time) on 4 November 2011 pursuant to an announcement dated 28 October 2011.
On 11 October 2011, Pala announced that the Improved Offer would not be extended beyond the Closing Date and that the Improved Offer price of 30 pence per share would not be increased, save in circumstances where a competitive situation arose.
Levels of Acceptances
As at 10 a.m. (London time) on 4 November 2011, being the Closing Date of the Improved Offer, valid acceptances of PML's offer had been received in respect of 8,867,433 Sierra Rutile Shares, representing 1.75 per cent. of Sierra Rutile's issued share capital.
At that time Pala held or had agreed to acquire by private treaty or market purchases 249,425,632 Sierra Rutile Shares, representing 49.14 per cent. of Sierra Rutile's issued share capital. This figure is comprised of 192,273,344 Sierra Rutile Shares, representing 37.88 per cent. of Sierra Rutile's issued share capital, which Pala held on the date of the Original Offer Announcement and 57,152,288 Sierra Rutile Shares, representing 11.26 per cent. of Sierra Rutile's issued share capital, acquired or agreed to be acquired by Pala during the course of the Offer period either through private treaty or market purchases. This also includes 623,110 Sierra Rutile Shares, representing 0.12 per cent. of Sierra Rutile's issued share capital relating to market purchases undertaken by Pala which have not yet settled and therefore can not count towards the Acceptance Condition.
In aggregate, therefore, the total number of Sierra Rutile Shares which Pala has acquired or agreed to acquire and for which PML has received acceptances which, together, can count towards the Acceptance Condition is 257,669,955 Sierra Rutile Shares, representing 50.77 per cent. of Sierra Rutile's issued share capital.
As set out at Appendix I Part A of the Original Offer Announcement, this aggregate must exceed 50% in order for the Acceptance Condition under the Offer to be satisfied. The Acceptance Condition has therefore been satisfied.
Offer declared unconditional in all respects
Therefore, Pala, acting through PML, is pleased to announce that the Improved Offer is now unconditional in all respects.
In accordance with Rule 31.4 of the Code, the Improved Offer will remain open for acceptance until 1.00 p.m. (London time) on 18 November 2011. The Improved Offer will then be closed to further acceptances.
The consideration due to accepting Sierra Rutile Shareholders is expected to be paid on or before 18 November 2011 in respect of acceptances complete in all respects and received not later than 1.00 p.m. on 4 November 2011.
Further Acceptances
Sierra Rutile Shareholders who have not yet accepted the Improved Offer are urged to do so as soon as possible and in any event, by the following deadlines:
If you have not accepted the Improved Offer prior to the date of this announcement and if you wish to accept the Improved Offer in respect of Certificated Sierra Rutile Shares, please return the Form of Acceptance duly completed by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, as soon as possible and, in any event, to be received by no later than 1.00 p.m. (London time) on 18 November 2011. The procedure for acceptance is set out in paragraph 9(a) of the Original Offer Announcement and in the Form of Acceptance. If you have not accepted the Improved Offer prior to the date of this announcement and if you wish to accept the Improved Offer in respect of your Depositary Interests, please send (or, if you are a CREST sponsored member procure that your CREST sponsor sends) a TTE Instruction in accordance with the procedure set out in paragraph 9(b) of the Original Offer Announcement, as soon as possible and in any event so that the TTE Instruction settles not later than 1.00 p.m. (London time) on 18 November 2011.This announcement should be read in conjunction with the full text of the announcements of 7 September 2011 and 3 October 2011 (including their respective Appendices) and 11 October 2011, 25 October 2011 and 28 October 2011. The Acceptance Condition and the further terms of the Improved Offer are set out in Appendix I to the Original Offer Announcement (as modified by paragraph 4 of the Improved Offer Announcement). Unless the context otherwise requires, definitions used in the Original Offer Announcement and Improved Offer Announcement also apply to this announcement.
For enquiries:Colin MurrayPala Investments AG+41 41 560 9070
About Pala
Pala Investments Holdings Limited is a multi-strategy investment company dedicated to investing in, and creating value across, the mining sector in both developed and emerging markets. Pala's exclusive investment advisor, Pala Investments AG, has extensive experience within the mining sector. Pala seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.
Application of the City Code on Takeovers and Mergers (the "Code")
By virtue of its status as a company incorporated in the British Virgin Islands, the Code does not apply to Sierra Rutile. Shareholders are reminded that whilst Sierra Rutile's articles of association require offers to be made on terms that would be required by the Code, save to the extent that the Board of Sierra Rutile otherwise determines, the Panel on Takeovers and Mergers does not have responsibility for ensuring compliance with the Code in respect of the Improved Offer and is not able to answer shareholders' queries in relation to Sierra Rutile, Pala or the Improved Offer.
In particular, the Board of Sierra Rutile has confirmed to Pala that it does not intend to require Opening Position Disclosures and Dealing Disclosures (as referred to in the Code) to be made by shareholders (other than PML and persons acting in concert with PML) in accordance with Rule 8 of the Code. Shareholders are reminded that public disclosures consistent with the provisions of Rule 8.3 of the Code should not be e-mailed to the Panel on Takeovers and Mergers.
Overseas jurisdictions
The Improved Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Australia or Japan. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan. Persons receiving this announcement (including, without limitation, nominees, trustees or custodians) must not forward, distribute or send it into the United States, Canada, Australia or Japan.
The availability of the Improved Offer to Sierra Rutile Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. In particular, as described in Appendix I of the Original Offer Announcement, the Improved Offer will not be made directly or indirectly into the United States, Canada, Australia or Japan. Sierra Rutile Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements and read paragraph 6 of Part B, paragraph (c) of Part C and paragraph (c) of Part D of Appendix I of the Original Offer Announcement before taking any action.
Publication of this announcement
A copy of this announcement will be available at www.pala.com by no later than 12.00 p.m. (London time) on the business day after the date of this announcement. You can obtain a hard copy of this announcement or any information incorporated by reference by contacting Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH. You will not receive a hard copy of this announcement or any information incorporated by reference unless you so request. You may also inform Computershare that you wish all future documents, announcements and information in relation to the Improved Offer be sent to you in hard copy.
Copyright Business Wire 2011