Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).


For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.


We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.


In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.


We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.


We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.


The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.


Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.


Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.


If you want more information or have any questions or comments relating to our privacy policy please email [email protected] in the first instance.

 Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Thursday 09 June, 2011

Vallares PLC

Intention to float

RNS Number : 1226I
Vallares PLC
09 June 2011



Vallares PLC ("Vallares" or the "Company")



9 June 2011


For immediate release




This announcement is an advertisement and not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission ("Admission") of its ordinary shares (the "Ordinary Shares") to the standard listing segment of the Official List of the Financial Services Authority (the "FSA") and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office. 




Announcement of intention to raise £1 billion and list on the London Stock Exchange's Main Market


·    Vallares intends to raise £1 billion to acquire or establish a major company, business or asset that has significant operations in the resources sector


·    The Company intends to focus on the oil and gas industry


·    The Founders of Vallares have complementary combined experience of investing in, operating and advising businesses across the resources sector


·    The Company intends to utilise the expertise of the Founders of Vallares to identify and generate acquisition opportunities, structure and execute an acquisition and to enhance the value of the acquired business


·    Transaction structure based on the proven model of Vallar PLC


·    Placing price of £10 per Ordinary Share


·    Closing of the order book, publication of the Prospectus and allocations expected on or around 20th June 2011




Vallares today announces its intention to raise £1 billion through a placing of its Ordinary Shares (the "Placing"). Application will be made for the Ordinary Shares to be admitted to the standard listing segment of the Official List of the FSA and to trading on the London Stock Exchange's main market for listed securities.


Following Admission, Vallares intends to acquire or establish a major company, business or asset that has significant operations in the resources sector, with a focus on the oil and gas industry. The Company may achieve this objective through an acquisition of interests in one or more complementary companies, businesses or assets.


Vallares is advised by the Founders, being Nathaniel Rothschild, Tony Hayward, Tom Daniel and Julian Metherell.


The structure of the Company is based on the proven model of Vallar PLC which successfully raised £707 million in July 2010 in an initial public offering and, within 10 months, acquired a world-class coal business in Indonesia.



The value opportunity


The Directors believe that increasing global industrialisation and urbanisation, particularly in Asia (outside Japan) and the emerging markets, is likely to lead to increased global demand for commodities. At the same time, the Directors believe that the supply of oil and gas will be constrained by insufficient investment to keep pace with this demand and by exploration and development challenges. This supply-demand dynamic is likely to generate sustained inflation in commodity prices.


In recent years many valuable resource assets have been acquired by smaller companies that often do not have access to capital or sufficient capability to realise their development potential. 


Accordingly, the Directors believe that the resources sector, and especially the oil & gas industry, presents multiple attractive investment opportunities.


Business strategy and execution


The Company intends to target a major company, business or asset with an aggregate Enterprise Value of between £3 billion and £8 billion, although an opportunity with a smaller or larger Enterprise Value1 may be considered. The Company aims to achieve this through identifying and acquiring interests in companies, businesses or assets where the existing owners are attracted to the Vallares proposition, namely the opportunity to hold an ownership interest in a London listed company with a high quality Board and the cash, access to capital and capability to unlock the value of their assets.


The Company intends to focus primarily on emerging and under-developed geographic regions where the Founders collectively have prior knowledge and experience. These include Russia, the CIS region, the Middle East, Africa, Asia and Latin America. However, the Company will not exclude other geographic regions where an opportunity presents an appropriate investment proposition.


The Directors believe that the Company has a number of advantages which make it well placed to compete with other participants in the resources sector. The Founders, particularly Nathaniel Rothschild and Tony Hayward, have a global network of relationships with key decision-makers and owners of potential targets in the resources sector. The Company will also be able to transact quickly and efficiently, as the proceeds of the Placing will be readily available and the Company will have the flexibility to issue listed liquid shares as part of the consideration for an acquisition.


Following completion of an acquisition, the Company intends to implement a strategy designed to maximise value by optimising the capital structure of the acquired

business(es), implementing disciplined operational improvements and strengthening management. The Company may also undertake targeted investments and pursue strategic "bolt-on" acquisitions to increase the scale of the Company's operating business.


Following completion of an acquisition and subject to eligibility, the Directors intend to seek a premium listing for the Company (as enlarged by an acquisition) on the Official List of the FSA.


The Founders and the operation of Vallares


The Founders are critical to the investment proposition. The Directors believe that the Founders have relevant combined and complementary experience obtained over many years of investing in, operating and advising across the global resources sector. The Directors further believe that the Founders collectively have an impressive track record in the sector of delivering attractive investment returns and of contributing to increased shareholder value through relevant investment and operational experience.



·    Nathaniel Rothschild - Co-Chairman and Founder of Vallar PLC, Chairman of the international advisory board of UC Rusal plc, member of the board of Barrick Gold Corporation and Co-chairman of EN+


·    Tony Hayward - Former Chief Executive of BP, senior independent director of Glencore International plc, member of the board of TNK-BP and member of the European advisory board of AEA


·    Tom Daniel - Partner of a London-based investment management partnership, involved in the establishment and initial public offering of Vallar PLC, Portfolio manager of Rivermede Limited and formerly a senior officer with London-based Schroder Ventures entities


·    Julian Metherell - Former Partner at Goldman Sachs and former Chief Executive of Goldman Sachs' UK investment banking business


The Founders will bring their extensive experience, skills and expertise to bear, initially in sourcing, evaluating, structuring and executing an acquisition and subsequently in operating and improving the acquired business.


The Founders have committed £100m of capital to the Company and its group, including £80m to subscribe for Ordinary Shares in the Placing.



The Board of Directors


The Company has assembled a board of Directors with extensive experience of managing businesses in the resources sector. The board will be chaired by Rodney Chase and will also include Jim Leng as Senior Independent Non Executive Director and Sir Graham Hearne and George Rose as Independent Non Executive Directors. Nathaniel Rothschild, Tony Hayward, Robert Sinclair and Ian Domaille will serve as Non Executive directors. The Company intends to appoint an additional Independent Non Executive Director so that the board constitutes a majority of Independent Non Executive Directors.


The Company aims to comply with established "best practice" in corporate governance and the Board will observe the UK Corporate Governance Code on a voluntary basis.



Commenting on today's announcement, Tony Hayward said: "Vallar PLC is a proven success and it is clear that the concept applies equally well in the oil and gas sector.  Many high quality international resource assets have been acquired by family owned or private companies in the last few years. We will have the cash, access to funds and the capability to unlock value where the current owners have neither the capital nor technical expertise to develop the assets."


Nathaniel Rothschild said: "We have assembled a high quality board, with great expertise, to build a significant London listed resources company focused on the oil and gas sector. I am delighted to be partnering with Tony Hayward, whom I have known for many years, on this exciting new venture. Together, we believe the company is well positioned to capture value in a sector with attractive fundamental supply-demand dynamics."


Rodney Chase said: "The Vallares founders have the complementary experience and knowledge to identify, acquire and add value to an organisation that is currently unable to reach its full potential. This, combined with a London listing and our commitment to observe the highest standards of corporate governance, gives us a great opportunity to create shareholder value."


Credit Suisse is acting as Global Co-ordinator and Joint Bookrunner, J.P. Morgan Cazenove is acting as Joint Bookrunner and Evolution Securities is acting as Co-lead Manager in respect of the Placing.


 1 "Enterprise Value" means the sum of a company's market capitalisation and its net debt



For further information please contact:


Credit Suisse                      

+44 20 7888 8888

George Maddison                

Angus Kerr


J.P. Morgan Cazenove                                        

+44 20 7588 2828

Ian Hannam   

James Taylor


Evolution Securities                                                         

+44 20 7071 4300

Alex Snow                             



+44 20 7251 3801

Edward Simpkins

Jenny Davey

Notes to editors


The Directors


Rodney Chase, Independent Chairman, aged 68


Mr. Chase recently retired from the position as Non-Executive Chairman of Petrofac Limited - an international oil & gas service company.


Mr. Chase retired from full time employment with BP in 2003 after 39 years' service. His career covered all of the major businesses of the BP Group (Exploration, Production, Gas, Refining, Marketing). He worked at the Group Headquarters in the UK and on three continents (Europe, Australasia and North America). He spent 4 years as Head of Finance/Group Treasurer and 5 years as Chairman/CEO of BP America based in Ohio before joining the parent Board in 1992. He served on the BP plc Board for 11 years; first as CEO of Marketing & Refining, then CEO of Exploration & Production, and from 1999 as Deputy Group Chief Executive.


During the later years of his career, Mr. Chase had a leading responsibility for the fundamental re-shaping of the BP Group over a 10 year period as principal negotiator for a number of major M&A transactions with values in excess of $150 billion. These included the acquisition and integration of Sohio, Britoil, Amoco, ARCO, Mobil Europe, Castrol and Veba Oil, together with the sale of BP Minerals and the disposal of BP's holding in Ruhrgas. He also oversaw the creation of TNK-BP, BP's Russian business entity. He was Deputy Chairman of TNK-BP until May 2004.


Mr. Chase is a Non-Executive Director of Computer Sciences Corporation in Washington DC, Nalco Company in Chicago and Tesoro Corporation in San Antonio, Texas. He has served on the Board of Tesco as Deputy Chairman, as Non-Executive Director of B.O.C. and as Senior Independent Director of Diageo in the UK.


On a wider front, he held a number of external appointments - as Founding Chairman of the World Business Council for Sustainable Development, Chairman of the UK Emissions Trading Group, Executive Board Member of the American Petroleum Institute, Member of the UK Advisory Committee on Business and the Environment, Member of the UK Roundtable, Non-Executive Director of the World Conservation Monitoring Centre and Director of The Prince of Wales' International Business Leaders Forum.


Jim Leng, Senior Independent Non-Executive Director, aged 65


Jim Leng is a non-executive director of Alstom SA, a French engineering company where he chairs the nomination and remuneration committee; TNK-BP, the largest independent Russian oil & gas company; and is the European chairman of AEA, an American private equity partnership. He is lead non-executive director of the Ministry of Justice, a senior advisor to HSBC and a non executive director of HSBC Bank Plc, J O Hambro Investment Management Ltd and a governor of Ashridge College. From 2001-2009 he was Chairman of Corus Group plc, a global steel company sold to Tata Steel of India where he was also Deputy Chairman until July 2009. Past non-executive directorships include Chairman of Doncasters Ltd. (precision engineering), Pilkington plc (glass), Hanson plc (aggregates & building products) and IMI plc (engineering).


In an executive capacity Mr. Leng was CEO of Laporte plc, an international speciality chemicals company and before that Low & Bonar plc, a diverse materials and packaging company. His early business years were spent at John Waddington plc where he was managing director of a number of their subsidiaries including consumer goods and packaging companies.


The Honourable Nathaniel Rothschild, Non-Executive Director, aged 39


Mr. Rothschild is the Co-Chairman of Vallar PLC, an Indonesian coal group admitted to trading on the London Stock Exchange, and Chairman of JNR Limited, an investment advisory business primarily focused on emerging markets and the resources sector. In recent years Mr. Rothschild has co-founded and led companies in the fields of money management and investment, and currently serves as Co-Chairman and Co-Founder of Attara Capital LP (the successor manager to the Atticus European Fund). From 1996 to 2009, Mr. Rothschild held various leadership roles at Atticus Capital LP, most recently Co-Chairman. Atticus was one of the largest hedge funds in the world in 2007, in terms of assets under management. Mr. Rothschild is currently Chairman of the International Advisory Board of UC Rusal plc, the Hong Kong listed Aluminium producer, and Co-chairman of EN+ Group Limited, a privately held company which owns a controlling interest in UC Rusal plc. Mr. Rothschild is also a non-executive director of Barrick Gold Corporation, the world's largest gold company. Mr. Rothschild is an advisory trustee of the Yad Hanadiv Foundation and a member of the Belfer Center's International Council at the John F. Kennedy School of Government at Harvard University and the International Advisory Council of the Brookings Institution. He holds an MA in history from Oxford University.


Tony Hayward, Non-Executive Director, aged 54


Mr. Hayward was Group Chief Executive of BP from 2007 to 2010 having joined BP in 1982 as a rig geologist in the North Sea.  Following a series of technical and commercial roles in Europe, Asia and South America, he returned to London in 1997 as a member of the Upstream Executive Committee. He became Group Treasurer in 2000, Chief Executive for BP's upstream activities and member of the Main Board of BP in 2003.


Mr. Hayward is a Board Member of TNK-BP and a member of the European advisory board of AEA. He is also a Fellow of the Royal Society of Edinburgh and holds honorary doctorates from the University of Edinburgh, Aston University and the University of Birmingham. Mr. Hayward studied geology at Aston University in Birmingham and completed a PhD at Edinburgh University.


Sir Graham Hearne, CBE, Independent Non-Executive Director, aged 73


Sir Graham retired in 2002 as Chairman of Enterprise Oil PLC, a London Stock Exchange and NYSE listed oil and gas exploration and production company, where he had held that position since 1991, previously serving as Chief Executive from 1984 to 1991. Sir Graham currently serves as Chairman of Catlin Group Limited, an insurance company and Braemar Shipping Services Group PLC. Sir Graham is a non-executive director at Rowan Companies Inc., a drilling company.


Sir Graham qualified as a solicitor in England and Wales in 1959 and practised law in England and the US from 1959 to 1967, following which he joined as an executive of the Industrial Reorganisation Corporation and then as an executive director of NM Rothschild & Sons Limited. He was subsequently appointed Finance Director of Courtaulds PLC and then as Chief Executive of two publicly listed oil and gas companies. He has variously served as a director of a number of public and private companies including Gallaher Group PLC, Wellcome PLC, Reckitt & Colman PLC and Novar PLC. Sir Graham was appointed a Commander of the Order of the British Empire in 1990 and a Knight Bachelor in 1998 for services to the oil industry.



George Rose, Independent Non-Executive Director, aged 59


Mr. Rose is a non executive director of National Grid plc, one of the world's largest utilities, where he chairs the audit committee. He is a board member of The Industrial Development Advisory Board, providing advice to the UK's Secretary of State for Business on applications for financial assistance. Past non executive directorships include Orange plc, a mobile telephone provider, and Saab AB, a Swedish based international defence contractor. Mr. Rose was previously a member of the UK's Financial Reporting Review Panel.


Mr. Rose retired from the board of BAE Systems plc, a global Defence and Security company, in March 2011 where he had served as Group Finance Director for 13 years. Mr. Rose's earlier career consisted of several financial management positions in the automotive sector, at Ford Motor Company, Leyland Vehicles Ltd and the Rover Group. Mr Rose is a fellow of the Chartered Institute of Management Accountants.


Robert Sinclair, Non-Executive Director, aged 61


Mr. Sinclair is the Managing Director of Artemis Trustees Limited, founded by him in 2001, and has over 43 years experience in finance and accountancy, of which 33 years have been in the Guernsey finance industry. Mr. Sinclair has extensive experience in all aspects of offshore trusts, corporate entities and financial planning. 


He is a director of, and acts for, a number of mining and exploration companies, including Chariot Oil & Gas Limited which is listed on AIM, and was formerly a director of Vallar PLC and Chromex Mining PLC which is also listed on AIM. Mr. Sinclair is Chairman of Schroder Oriental Income Fund Limited and a director of ING UK Real Estate Income Trust Limited, Gottex Market Neutral Trust Limited which are admitted to the Official List and to trading on the London Stock Exchange, and Sirius Real Estate Limited which is listed on AIM. He is also a director of JNR Limited.


Mr Sinclair was formerly Managing Partner of Saffery Champness, Chartered Accountants, Guernsey, is a Fellow of the Institute of Chartered Accountants of England and Wales, a Member of the Institute of Chartered Accountants of Scotland, and a Member of the Society of Trust and Estate Practitioners.



Ian Domaille, Non-Executive Director, aged 48


Mr. Domaille is a Chartered Accountant having become a member of the Institute of Chartered Accountants in England and Wales in 1987. Mr. Domaille was a Partner of Saffery Champness Chartered Accountants in Guernsey until his retirement from that partnership in 2001. He is a director and shareholder of Artemis Trustees Limited, a fiduciary services company, founded by him in 2001. Mr. Domaille is also a member of the Society of Trust and Estate Practitioners.


In addition to his accountancy and fiduciary activities, Mr. Domaille has been involved in the hedge fund industry for over 25 years, initially as an auditor and more recently from the perspective of the investor and as a director of a number of hedge funds and other related companies. Mr. Domaille's fund directorships include, amongst others, Tremblant Funds, FRM Funds, JABCAP Funds and Attara Funds. Certain of these funds are listed on recognised stock exchanges.




The Founders


The Honourable Nathaniel Rothschild, Non-Executive Director, aged 39


Details above


Tony Hayward, Non-Executive Director, aged 54


Details above


Tom Daniel, aged 46


Mr. Daniel has worked with Mr. Rothschild on investments in the private and public markets over the last six years. Most recently Mr. Daniel was involved in the establishment and Initial Public Offering of Vallar PLC together with its acquisition of significant holdings in Indonesia's largest and fifth largest coal producers, Bumi and Berau. Mr. Daniel has founded and led companies in the fields of investment management and venture capital investment and currently serves as portfolio manager of Rivermede Limited. Rivermede Limited is a long/short equity fund launched in August 2009, which employs multiple investment strategies and has had a particular focus on the resources sector since inception. Prior to founding the Sub-Adviser in 2005, Mr. Daniel held various leadership roles with London-based Schroder Ventures entities , from 1998 to 2005, including serving as one of five senior officers (designated with the title 'General Partner') responsible for two venture capital funds and one London Stock Exchange listed investment trust. From 1994 to 1998, Mr. Daniel was an Associate of Domain Associates and Charles River Ventures, two US-based venture capital management companies.


Mr. Daniel holds an MBA from Harvard Graduate School of Business Administration and an MA from Oxford University.


Julian Metherell, aged 48


Mr. Metherell is a former partner at Goldman Sachs and former Chief Executive of Goldman Sach's UK investment banking business.  Prior to joining Goldman Sachs, Mr. Metherell was a director of Dresdner Kleinwort Benson and Head of its Global Energy and Power Group.  He has extensive experience in oil and gas mergers, acquisitions, equity and debt capital raisings and strategic advice in Europe, Central Asia, Russia and the Americas.


Mr. Metherell is Chairman of the Royal Opera House Foundation Advisory Counsel and holds an MBA from Cambridge University.




The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by Credit Suisse Securities (Europe) Limited of One Cabot Square London E14 4QJ.


IMPORTANT NOTICE: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Canada, Australia or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for account or benefit of any national, resident or citizen of Canada, Australia or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.


The Ordinary Shares are being offered outside the United States to persons that are non-U.S. persons in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Ordinary Shares are being offered within the United States or to US persons in transactions exempt from the registration requirements of the Securities Act for transactions not involving a public offering and only to persons who are both qualified institutional buyers, as defined in Rule 144A of the Securities Act, and qualified purchasers, as defined in section 2(a)(51) of the U.S. Investment Company Act of 1940.


This announcement is an advertisement and does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares to the standard listing segment of the Official List of the FSA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office. In the event of any discrepancy between this announcement and the prospectus in its final form, the prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.


The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Vallares' intentions in relation to Admission at this stage. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.


The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.


Credit Suisse is the marketing name used by Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove is the marketing name used by J.P. Morgan Securities Ltd. and Evolution Securities is the marketing name used by Evolution Securities Ltd. Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. and Evolution Securities Ltd are each authorised and regulated in the United Kingdom by the FSA, are acting exclusively for Vallares and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than Vallares for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.


Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. or Evolution Securities Ltd by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Evolution Securities Ltd. and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification in connection with Vallares, the Ordinary Shares or the Placing. Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Evolution Securities Ltd and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.


Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the board of Directors and the Founders concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; (ii) future deal flow and implementation of active management strategies; and (iii) trends in the resources sector are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and speak only as at the date they are made. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

In connection with the Placing, Credit Suisse Securities (Europe) Limited, as stabilising manager (the "Stabilising Manager") (or any person acting for the Stabilising Manager), may, but will be under no obligation, to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Ordinary Shares or any options, warrants or rights with respect to, or other interest in, the Ordinary Shares or other securities of the Company, in each case at a level higher than that which might otherwise prevail in the open market. Such transactions may be effected on the London Stock Exchange, on over-the-counter markets or otherwise and may be undertaken at any time from the commencement of conditional dealings in the Ordinary Shares and for 30 days thereafter. There is no assurance that stabilising transactions will be undertaken. Such transactions, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Placing price. Save as required by any legal or regulatory obligation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any repurchase and/or stabilisation transactions under the Placing.


It is expected that the Company will grant the Stabilising Manager an option (the "Repurchase Option"), pursuant to which the Stabilising Manager may require the Company to purchase Ordinary Shares held by the Stabilising Manager as a result of stabilising transactions at the Placing Price. The Repurchase Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, from the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange and for 30 days thereafter. Any Ordinary Shares acquired by the Company pursuant to the Repurchase Option will be cancelled.








This information is provided by RNS
The company news service from the London Stock Exchange

a d v e r t i s e m e n t