SUNKAR RESOURCES PLC. FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
16 July 2014
RECOMMENDED CASH OFFER
FOR
SUNKAR RESOURCES PLC
BY
SUN AVENUE PARTNERS CORP.
OFFER REMAINS OPEN FOR ACCEPTANCE
SAPC wishes to remind shareholders in Sunkar Resources plc that its offer made on 17 June 2014 and declared wholly unconditional on 9 July 2014 remains open for acceptance until further notice .
At least 14 days' notice will be given if SAPC decides to close the Offer.
Sunkar Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Sunkar Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the relevant valid share certificate(s) or other documents of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible.
Sunkar Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Sunkar Shares held in uncertificated form (that is, in CREST), should read paragraph 13.2 of the letter from SAPC to Sunkar Shareholders set out in Part II of the Offer Document and Part D of Appendix I to the Offer Document and follow the procedure for electronic acceptance through CREST set out therein so that the TTE instruction settles as soon as possible.
Sunkar Shareholders who hold their Sunkar Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction(s) to Euroclear.
Copies of the Offer Document and additional Forms of Acceptance are available from Capita Asset Services, Corporate Actions by telephoning 0871 664 0321 or +44 20 8639 3399 (if calling from outside the UK) between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute (excluding VAT) plus network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document dated 17 June 2014.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of Sunkar at www.sunkarresources.com by no later than 12.00 p.m. on 17 July 2014 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.
Enquiries
On behalf of SAPC | + 7 701 962 9959 |
Rustam Abdrakhmanov
Hub Capital Partners Limited - Financial Adviser to SAPC | +44 (0) 20 7653 8740 |
David Davies
Hub Capital Partners Limited is acting exclusively as financial adviser to SAPC and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than SAPC for providing the protections afforded to clients of Hub Capital Partners Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SUNKAR SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.
This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and/or regulations of jurisdictions outside of the UK.
The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.
The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States. The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with US procedures and law.
It may be difficult for Sunkar Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws since SAPC and Sunkar are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US Sunkar Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.
In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), SAPC or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Sunkar Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that SAPC or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Sunkar Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions. Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of the Offer Document or determined whether such document is accurate or complete. Any representation to the contrary is a criminal offence.
This information is provided by RNS
|
distributed by
|
