Offer Update Notice to Non-As

RNS Number : 2625Z

Ruukki Group PLC

11 January 2011

 

12:00 London, 14:00 Helsinki, 11 January 2011 - Ruukki Group Plc, Stock Exchange Release

OFFER UPDATE - NOTICE TO NON-ASSENTING SHAREHOLDERS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

11 January 2011

Recommended Cash Offer by Synergy Africa Limited ("Synergy Africa") (a company 51 per cent. owned by Ruukki Group Plc and 49 per cent. owned by Kermas Limited) for the entire issued and to be issued ordinary share capital of Chromex Mining plc ("Chromex") - notice to non-assenting shareholders of Chromex

On 9 December 2010 Synergy Africa announced that the Offer was declared unconditional in all respects and that at 8 December 2010 it had received valid acceptances for more than 90 per cent of Chromex's issued share capital. Consequently, the conditions in subsections 983(2), (3) or (4) of the Companies Act 2006 have been satisfied. Formal notices pursuant to section 984 of the Companies Act 2006 were sent to non-assenting Chromex Shareholders on 7 January 2011.

As announced on 9 December 2010, the Offer will remain open for acceptance indefinitely. The Warrant Offer closed at 5:00 p.m. (London time) on 23 December 2010 and the remaining Warrants lapsed at that time.

Synergy Africa intends to compulsorily acquire the remaining Chromex Shares and intends to send a further formal notice shortly in the prescribed form under section 980 of the Companies Act 2006 in order to exercise such right.

Procedure for acceptance of the Offer

To accept the Offer in respect of Chromex Shares held in certificated form, Chromex Shareholders should complete, sign and return the Offer Form of Acceptance, together with their share certificate(s) and other documents of title, in accordance with the instructions contained therein and set out in the Offer Document, to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU, as soon as possible.

To accept the Offer in respect of Chromex Shares held in CREST, Chromex Shareholders 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.

If you have any questions on the completion of the Offer Form of Acceptance or wish to receive additional Offer Forms of Acceptance, please telephone Capita Registrars on 0871 664 0321 from within the United Kingdom or on [phone] if calling from outside the United Kingdom. This helpline is available from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Different charges may apply to calls 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 or the Warrant Offer or give any financial, legal or tax advice.

Further Information

Copies of the Offer Document and the Offer Form of Acceptance are available (during normal business hours) from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU.

Copies of the Offer Document, the information incorporated by reference into it and the Offer Form of Acceptance are available at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS, during usual business hours on any weekday (Saturdays and public holiday excepted) and on Ruukki's website at http://www.ruukkigroup.fi, subject to certain restrictions relating to persons resident in the United States, Australia, Canada and Japan.

Copies of all announcements made by Synergy Africa, including this announcement are available on Ruukki's website at http://www.ruukkigroup.fi, subject to certain restrictions relating to persons resident in the United States, Australia, Canada and Japan.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 18 October 2010.

Enquiries:

Ruukki Group Plc / Synergy Africa Limited

Dr Danko Koncar / Alex Buck                             Tel: [phone]

Thomas Hoyer, CFO                                          Tel: [phone]

Investec Bank plc (financial advisers to Ruukki and Synergy Africa)

David Currie                                                       Tel: [phone]

Patrick Robb                                        

Daniel Adams                                       

Stephen Cooper

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 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 (now closed) Warrant Offer.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, any applicable requirements. The following 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 (now closed) Warrant Offer or otherwise. The Offer is, and the Warrant Offer was, made solely by means of the Offer Document, an advertisement 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 contain the full terms and conditions of the Offer and the Warrant Offer, including details of how the Offer may be and the Warrant Offer could have been accepted. Any acceptance or other response to the 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).

Unless otherwise determined by Synergy Africa and permitted by applicable law and regulation, the Offer and the (now closed) Warrant Offer are not being, and will not be, made, directly or indirectly, in, into, or by use of the mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of a national securities exchange, of the United States, Canada, Australia, or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form(s) of Acceptance and any other documents relating to the Offer (other than formal notices pursuant to sections 984 and 980 as and if applicable) are not being, and must not be, directly or indirectly, mailed, or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer. Doing so may render invalid any purported acceptance of the Offer.  The availability of the Offer to persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the Ruukki website: www.ruukkigroup.fi.

 

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