TIDMDIAM
RNS Number : 7095E
Diamond Circle Capital Plc
01 June 2012
1 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH
AFRICA OR IN OR INTO ANY OTHER JURISDICTION IF TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Diamond Circle Capital Plc ("Diamond Circle Capital" or the
"Company")
Offer rejection
On 8 May 2012, Abdallah Chatila (the "Offeror") made an offer
for Diamond Circle Capital at US$3.50 per Share in cash (the
"Offer").
On 31 May 2012 the Offeror announced that as at 1.00 p.m.
(London time) on 31 May 2012, the Offeror had received valid
acceptances in relation to the Offer in respect of 598,000 Diamond
Circle Capital shares ("Shares") representing approximately 8.05
per cent. of the issued share capital of the Company. This
interest, taken together with the 3,200,000 Shares acquired by the
Offeror before or during the Offer has resulted in the Offeror
holding approximately 51.10 per cent. of the voting rights
exercisable at general meetings of the Company.
As a result of the acceptances referred to above, the Offer has
now been declared unconditional in all respects. The Offer will
remain open for acceptance until 1.00 p.m. (London time) on 15 June
2012.
The Board continues to believe that it is not in the interests
of Shareholders to accept the Offer as it fundamentally undervalues
the Shares. The Board believes that if it were to undertake a
managed portfolio liquidation, it would be possible to realise and
return to Shareholders greater value than that which is currently
on offer from the Offeror.
THE BOARD CONTINUES TO RECOMMEND THAT SHAREHOLDERS SHOULD NOT
ACCEPT THE OFFER AND SHOULD TAKE NO ACTION IN RESPECT OF THEIR
SHAREHOLDING.
The Offeror indicated in his offer document dated 10 May 2012
that he intends "to consult with the DCC Board and the Investment
Adviser concerning potential strategic, operational and other
changes which could be made to maximise shareholder value in
Diamond Circle Capital in the short term" and that he intends "to
consult with the DCC Board and the Investment Adviser immediately
after the Offer becomes unconditional". The Company has held
initial discussions with the Offeror and will endeavour to continue
such discussions with a view to maximising Shareholder value in the
short term.
For further information please contact:
Numis Securities Limited
Tel: 020 7260 1000
David Benda / Nathan Brown
Redleaf Polhill
Tel: 020 7566 6700
Emma Kane/Rebecca Sanders-Hewett
Words and expressions defined in the Shareholder circular
published by the Company on 25 May 2012 in response to the Offer
have the same meanings when used in this announcement unless the
context requires otherwise.
Numis Securities Limited, which is authorised and regulated by
the Financial Services Authority, is acting exclusively for Diamond
Circle Capital Plc and for no-one else in connection with the Offer
and will not be responsible to anyone other than Diamond Circle
Capital Plc for providing the protections afforded to clients of
Numis Securities Limited, or for providing advice in relation to
the Offer or any other matters referred to herein.
Forward Looking Statements
This document contains statements that are or may be
forward-looking with respect to the financial condition, results of
operations and businesses of DCC. These forward-looking statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, valuation, performance or
achievements of DCC, or the industry in which it operates, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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% 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 Takeover 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.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be published on the Company's website at
http://www.diamondcirclecapital.co.im. by no later than 12 noon on
6 June 2012.
The Directors accept responsibility for the information
contained in this announcement, except that the only responsibility
accepted by them in respect of the information contained in this
announcement relating to Abdallah Chatila or the Concert Party,
which has been compiled from published sources, is to ensure that
such information has been correctly and fairly reproduced and
presented. Subject as aforesaid, to the best of the knowledge and
belief of the Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ORESSWFWFFESEFM
Diamond Cap (LSE:DIAM)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Diamond Cap (LSE:DIAM)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
