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.
2 July 2014
RECOMMENDED CASH OFFER
FOR
SUNKAR RESOURCES PLC
BY
SUN AVENUE PARTNERS CORP.
On 17 June 2014, Sun Avenue Partners Corp. ("SAPC") and Sunkar Resources plc ("Sunkar") announced that they had reached agreement on the terms of a recommended cash offer to be made by SAPC for the entire issued and to be issued share capital of Sunkar not already owned by SAPC (the "Offer").
SAPC clarifies that Mr Almas Mynbayev, the owner of 100 per cent. of the share capital of SAPC, accepts responsibility (along with the Directors of SAPC) for the information contained in the Offer Document dated 17 June 2014 (the "Offer Document") (other than the information relating to the Sunkar Group, the Sunkar Directors and members of their immediate families, related trusts and persons connected with them). To the best of the knowledge and belief of Mr Almas Mynbayev (and the Directors of SAPC) (who have taken all reasonable care to ensure that such is the case), the information contained in the Offer Document for which he (and they) accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
SAPC also clarifies that it considers that its strategic plans for Sunkar's business following completion of the Offer, as set out in the Offer Document, will have no repercussions on the employment of Sunkar's Kazakhstan based employees.
THE FIRST CLOSING DATE OF THE OFFER IS 1.00 PM (LONDON TIME) ON 8 JULY 2014.
Shareholders in Sunkar are reminded that should they wish to accept the Offer, they should, in the case of Sunkar Shareholders holding their Sunkar Shares in certificated form, return the relevant documents to Capita Asset Services by 1.00 pm (London time) on 8 July 2014, and, in the case of Sunkar Shareholders holding their Sunkar Shares in uncertificated form, should send the relevant CREST instruction to settle no later than 1.00pm (London time) on 8 July 2014.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.
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 will not be responsible to anyone other than SAPC for providing the protections afforded to clients of Hub Capital Partners Limited nor for giving advice in relation to the offer or any matter or arrangement referred to in this announcement.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. 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.
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.
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.
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, 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 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
Disclosure Requirements of 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 securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure
This information is provided by RNS
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