RNS Number : 4011P
Peter Hambro Mining PLC
24 March 2009
24 March 2009
Peter Hambro Mining Plc
Proposed move from AIM to the Main Market
Peter Hambro Mining Plc (the "Company") announced on 6 February 2009 that it had reached agreement on the terms of a recommended acquisition of Aricom Plc ("Aricom") and that it intended to move from AIM to the Main Market.
As previously announced, the Company considers the Official List to be the most appropriate platform for the enlarged group. Specifically, it anticipates that trading on the Official List may raise the enlarged group's profile, increase the liquidity in its Ordinary Shares and enable the Ordinary Shares and the Peter Hambro Mining Warrants (when issued) to be acquired by a wider group of investors.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on the AIM market of the London Stock Exchange. It is currently expected that the cancellation of trading in the Ordinary Shares on AIM will take place on 22 April 2009 and the Ordinary Shares and Warrants will be admitted to the Official List and begin trading on the Main Market at 8:00am on 22 April 2009, subject to the satisfaction of a number of conditions including certain Russian regulatory approvals and the sanction of the Ordinary Share and Warrant Schemes by the Court.
Terms and conditions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document or the Warrant Scheme Document.
For further information:
Peter Hambro Mining plc
+44 (0)20 7201 8900
Alya Samokhvalova, Director of External Communications
Rachel Tuft, Investor Relations
J.P. Morgan Cazenove
+44 (0)20 7588 2828
+44 (0)20 7653 6620
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Peter Hambro Mining and no-one else in connection with the Offer and will not be responsible to anyone other than Peter Hambro Mining for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Offer or any matter related to the Offer.
This announcement has been prepared in accordance with English law, the Code and applicable rules and regulations of the London Stock Exchange 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 of jurisdictions outside of the United Kingdom. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, shares or other securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer will be made solely by means of the Scheme Documents (or any document through which the Offer is actually made).
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. If the Ordinary Shares are issued to Aricom Shareholders pursuant to the Scheme, they will be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by section 3(a)(10) thereof and, as a consequence, will not be registered thereunder or under the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of Aricom or Peter Hambro Mining, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aricom or Peter Hambro Mining, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Aricom or Peter Hambro Mining by Peter Hambro Mining or Aricom, or by any of their respective "associates" must also be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)20 7236 7013.
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