13:00 London, 15:00 Helsinki, 19 October 2010 - Ruukki Group Plc, Stock Exchange
Release
RECOMMENDED CASH OFFER FOR CHROMEX MINING PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTION INCLUDING THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
19 October 2010
RECOMMENDED CASH OFFER
by
Synergy Africa Limited
(a company 51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by
Kermas Limited)
for
Chromex Mining Plc
Posting of Offer Document
Further to the announcement made on 30 September 2010 regarding the recommended
cash offer to be made by Synergy Africa Limited ("Synergy Africa") a company 51
per cent. owned by Ruukki Group Plc ("Ruukki") and 49 per cent. owned by Kermas
Limited ("Kermas"), to acquire the entire issued and to be issued share capital
of Chromex Mining plc ("Chromex") (the "Offer") and to acquire all issued
warrants giving the right to subscribe for shares in Chromex (the "Warrant
Offer") to which the Warrant Offer relates, Ruukki announces that the offer
document containing full terms of, and conditions to, the Offer and the Warrant
Offer, (the "Offer Document") was yesterday posted to holders of Chromex shares
and warrants, together with the Offer Form of Acceptance and the Warrant Form of
Acceptance (as applicable).
Included in the Offer Document is the following statement which has not been
published previously by Ruukki in respect of material change in the trading and
financial position of Ruukki. This statement is required under Rule 24.2 of the
UK City Code on Takeovers and Mergers. Ruukki expects that the circular to
Ruukki shareholders in respect of the Related Party Transaction, which to be
published in due course, will include a similar statement.
For the period since 30 June 2010 to 31 August 2010, while Ruukki's revenues
have been up on the comparable period in 2009 supported by higher ferrochrome
prices and a product mix more in favour of ultra-low carbon ferrochrome, the
operating loss widened from an unaudited €2.4 million to an unaudited €3.3
million. This was due to two main factors: (i) an increase in depreciation and
overhead costs relating to a new furnace at Mogale; and (ii) a current reduction
in volumes at Mogale resulting from some capacity not in operation at the
present time as a result of an industrial dispute in the area where Mogale
operates. The combined impact of these two factors more than outweighed the
higher ferrochrome price impact.
The Offer and Warrant Offer will initially be open until 1.00pm (London time) on
8 November 2010.
To accept the Offer in respect of the Chromex Shares held in certificated form,
and the Chromex Warrant Offer in respect of the Chromex Warrants held in
certificated form, Chromex Shareholders and Chromex Warrantholders should
complete, sign and return the Offer Form of Acceptance and/or the Warrant Offer
Form of Acceptance (as applicable), which accompany the Offer Document together
with their share certificate(s) and/or warrant certificates (as applicable), in
accordance with the instructions contained therein and set out in the Offer
Document, as soon as possible and, in any event, so as to be received by Capita
Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU by no later than 1.00pm (London time) on 8 November
2010.
To accept the Offer in respect of Chromex Shares held in CREST, and the Warrant
Offer in respect of Chromex Warrants held in CREST, Chromex Shareholders and
Warrantholders should follow the procedure for electronic acceptance through
CREST in accordance with the instructions set out in the Offer Document so that
the TTE Instruction settles as soon as possible and, in any event, by no later
than 1.00pm (London time) on 8 November 2010.
A copy of this Offer Document together with the information incorporated by
reference into it, the Offer Form of Acceptance and the Warrant Offer Form of
Acceptance will be available, subject to certain restrictions relating to
persons resident in the United States, Australia, Canada and Japan on Ruukki's
website, www.ruukkigroup.fi, and Chromex's website, www.chromexmining.co.uk,
from the date of the Offer Document, being 18 October 2010, until the end of the
Offer Period.
Terms defined in the Offer Document have the same meaning in this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.chromexmining.co.uk and
www.ruukkigroup.fi
For further information please contact:
Ruukki Group Plc / Synergy Africa Limited
Danko Koncar Tel: +44 (0) 20 7376 1175
Alex Buck, IR Tel: +44 (0)7932 740 452
Investec Bank plc (financial advisers to Ruukki and Synergy Africa)
David Currie Tel: +44(0)20 7597 5970
Patrick Robb
Daniel Adams
Stephen Cooper
Pelham Bell Pottinger (PR advisers to Ruukki and Synergy Africa)
Charles Vivian Tel: +44 (0)20 7861 3126
James MacFarlane Tel: +44 (0)20 7861 3864
Chromex Mining plc
Russell Lamming Tel: +44 (0) 7810 870587
Brian Moritz Tel: +44 (0) 7976 994300
Panmure Gordon (UK) Limited (financial advisers to Chromex)
Dominic Morley Tel: +44 (0) 20 7459 3600
Callum Stewart
Grishma Patel
St Brides Media & Finance (PR advisers to Chromex)
Hugo de Salis Tel: +44 (0) 20 7236 1177
The Chromex Directors accept responsibility for the information contained in
this Announcement relating to the Chromex Group, themselves and their immediate
families and connected persons. The Synergy Africa Directors, the Ruukki
Directors and the Kermas Directors each accept responsibility for all of the
other information contained in this Announcement. To the best of the knowledge
and belief of the Synergy Africa Directors, the Ruukki Directors, the Kermas
Directors and the Chromex Directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this Announcement for
which they are respectively responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Investec Bank plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Ruukki and Synergy
Africa and no one else in connection with the Offer and the Warrant Offer and
will not be responsible to anyone other than Ruukki and Synergy Africa for
providing the protections afforded to clients of Investec Bank plc or for
providing advice in connection with the Offer and the Warrant Offer.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Chromex
and no one else in connection with the Offer and the Warrant Offer and will not
be responsible to anyone other than Chromex for providing the protections
afforded to clients of Panmure Gordon (UK) Limited or for providing advice in
relation to the Offer and the Warrant Offer.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and, therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This Announcement has been prepared in accordance with English law
and the Code and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions outside England.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer, the Warrant Offer or otherwise. The Offer
and the Warrant Offer will be made solely by means of the Offer Document, an
advertisement to be published in the London Gazette and the London edition of
the Financial Times, and the Form of Acceptance (in respect of Chromex Shares in
certificated form) and the Warrant Offer Form of Acceptance(in respect of the
Chromex Warrants in certificated form), which will contain the full terms and
conditions of the Offer and the Warrant Offer, including details of how the
Offer and the Warrant Offer may be accepted. Any acceptance or other response to
the Offer or the Warrant Offer should be made only on the basis of the
information in the Offer Document and the Form of Acceptance (in the case of
Chromex Shares in certificated form) and the Warrant Offer Form of Acceptance(in
respect of the Chromex Warrants in certificated form) (as applicable).
Unless otherwise determined by Synergy Africa and permitted by applicable law
and regulation, the Offer and the Warrant 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 or Japan) and the Offer and the Warrant 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 or into or from a Restricted Jurisdiction and
persons receiving this Announcement (including, without limitation, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer and the Warrant Offer. The availability of the
Offer and the Warrant Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. or
more of any class of "relevant securities" of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
"Opening Position Disclosure" following the commencement of the "offer period"
and, if later, following the announcement in which any paper offeror is first
identified. An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe for, any"
relevant securities" of each of (i) the offeree company and (ii) any paper
offeror(s). An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the "offer period" and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified. Relevant persons
who "deal" in the "relevant securities" of the offeree company or of a paper
offeror prior to the deadline for making an "Opening Position Disclosure" must
instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes, "interested" in 1
per cent. or more of any class of "relevant securities" of the offeree company
or of any paper offeror must make a "Dealing Disclosure" if the person "deals"
in any relevant securities of the offeree company or of any paper offeror. A
"Dealing Disclosure" must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
"relevant securities" of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A "Dealing Disclosure" by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
"Opening Position Disclosures" must also be made by the offeree company and by
any offeror and "Dealing Disclosures" must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities "Opening Position Disclosures" and "Dealing Disclosures" must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an "Opening Position Disclosure" or a "Dealing Disclosure", you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
Copies of this Announcement can be found at Ruukki's and Chromex's websites at
www.ruukkigroup.fi and www.chromexmining.co.uk respectively.