TIDMDUPD
RNS Number : 4315L
Dragon Capital Investment
18 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
18 JULY 2017
MANDATORY CASH OFFER
by
DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")
for
DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")
OFFER FOR DUPD DECLARED WHOLLY UNCONDITIONAL
On 8 June 2017, in accordance with Rule 9 of the City Code on
Takeovers and Mergers, DCI announced its firm intention to make a
mandatory cash offer for all of the Shares of DUPD which the Dragon
Capital Group did not already own at a price of 13 pence per DUPD
Share (the "Offer"). On 27 June 2017, DCI increased the Offer to 15
pence per DUPD Share. The Offer Document in relation to the Offer
was posted to shareholders on 27 June 2017. Accordingly, the Offer
is conditional only upon DCI receiving acceptances in respect of
DUPD Shares which will result in DCI and any party with whom it is
in concert holding more than 50 per cent. of the DUPD Shares.
Offer declared wholly unconditional
As at 1.00 p.m. (London time) on 18 July 2017 (being the First
Closing Date of the Offer), DCI had received valid acceptances from
DUPD Shareholders in respect of 29,067,044 DUPD Shares,
representing 26.58 per cent. of the existing issued share capital
of DUPD and 39.51 per cent. of the DUPD Shares not already owned by
DCI, all of which may be counted towards the satisfaction of the
acceptance condition to the Offer.
Pursuant to the acceptances of the Offer received to date, DCI
is now interested in 64,861,833 DUPD Shares representing
approximately 59.31 per cent. of the issued share capital of DUPD,
all of which may be counted towards satisfaction of the Condition.
As the Condition has been satisfied, DCI declares the Offer wholly
unconditional.
Notice of Closure of the Offer and action to be taken
The Offer will remain open for acceptances until 1.00 p.m. on 1
August 2017 ("the Closing Date"), when it will close.
The Offer will not be extended beyond the Closing Date.
Shareholders in DUPD who have yet to accept the Offer should be
aware that if they fail to do so by the Closing Date, the Offer
will be closed and they will not be entitled to receive any
consideration for their DUPD Shares in respect of the Offer.
Therefore, DUPD Shareholders who have not accepted the Offer are
urged to do so as soon as possible.
To accept the Offer in respect of DUPD Shares in certificated
form, the Form of Acceptance must be completed and returned by
post, together with the relevant share certificate(s) and/or other
document(s) of title, in the enclosed reply-paid envelope for use
in the UK or by hand (during normal business hours only) to Neville
Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA, as soon as possible and, in any event, so as to be
received not later than 1.00 p.m. on 1 August 2017.
If your DUPD Shares are held in uncertificated form, acceptances
should be made electronically through CREST so that the TTE
instruction settles not later than 1.00 p.m. on 1 August 2017 by
following the procedure set out in paragraph 10.2 of the Offer
Document and Parts B and D of Appendix 1 to the Offer Document. If
you are a CREST sponsored member, you should refer to your CREST
sponsor as only your sponsor will be able to send the necessary TTE
instruction to Euroclear.
The Offer Document includes full details of the Offer and
specifies the actions to be taken by DUPD Shareholders and is
available on the Dragon Capital Group website at
https://rule9offerdci.dragon-capital.com.
Shareholders with any questions relating to this announcement or
the completion and return of the Form of Acceptance should
telephone the Receiving Agent, Neville Registrars between 9.00 a.m.
and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121
585 1131. Calls to Neville Registrars are charged at standard
geographic rates and will vary by provider. Calls from outside the
UK are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
The helpline cannot provide advice on the merits of the proposals
nor give any financial, legal or tax advice.
Settlement of consideration
The consideration to which any DUPD Shareholder accepting the
Offer is entitled under the Offer will be settled: (i) in the case
of valid acceptances received on or before 18 July 2017, on or
before 1 August 2017; and (ii) in the case of valid acceptances
received after 18 July 2017, but while the Offer remains open for
acceptance, within 14 days of such receipt, in each case in the
manner described in the Offer Document.
Interests in relevant securities
The interests of the Wider Dragon Capital Group and its
connected persons in DUPD Shares are set out in paragraph 5.2 of
Appendix 4 of the Offer Document.
Save in respect of these interests, as at close of business on
17 July 2017, being the last Business Day before the date of this
announcement, neither DCI, nor any of the DCI Directors, nor, so
far as DCI is aware, any person acting in concert (within the
meaning of the Code) with it has (i) any interest or right to
subscribe for DUPD Shares; nor (ii) any short positions in respect
of relevant DUPD Shares (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell, any delivery obligation
or right to require another person to purchase or take delivery,
nor (iii) borrowed or lent any DUPD Shares (including, for these
purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Code).
Intentions of DCI
In the event that DCI acquires 90 per cent. of the DUPD Shares
to which the Offer relates, it intends to compulsorily acquire any
outstanding DUPD Shares. Should DCI acquire or agree to acquire, by
virtue of its shareholding and acceptances of the Offer, issued
share capital carrying 75 per cent. or more of the voting rights of
DUPD, DCI reserves the right to procure that DUPD applies for the
cancellation of trading in DUPD Shares on AIM not less than 20
business days following DCI first having acquired or agreed to
acquire such issued share capital.
General
Save as disclosed in this announcement, there have been no
changes in the information disclosed in any document or
announcement previously published by DCI in connection with the
Offer which are material in the context of that document or
announcement and there have been no material changes to any of the
matters listed in Rule 27.2(b) of the Code since the publication of
the Offer Document.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
The information communicated in this Announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
+380 44 490
Dragon Capital Group Natalia Sarguns 7120
SPARK Advisory Partners Limited - +44 (0) 203
Financial adviser to Dragon Capital: 368 3550
Mark Brady Neil Baldwin
Apart from the responsibilities, if any, which may be imposed on
SPARK Advisory Partners Limited by the Financial Services and
Markets Act 2000, the European Communities (Markets in Financial
Instruments) Regulations 2007 (as amended) or the regulatory
regimes established thereunder or the Code, SPARK Advisory Partners
Limited does not accept any responsibility whatsoever for the
contents of this announcement or for any statements made or
purported to be made by it or on its behalf in connection with the
Offer, SPARK Advisory Partners Limited accordingly disclaims all
and any liability whether arising in tort, contract or otherwise
(save as referred to above) which it might otherwise have in
respect of this announcement or any such statement.
SPARK Advisory Partners Limited is acting exclusively as
financial adviser to DCI and no one else in connection with the
Offer. SPARK Advisory Partners Limited will not be responsible to
anyone other than DCI for providing the protections afforded to its
clients or for providing advice in relation to the Offer or any
other matter referred to in this Announcement or otherwise.
Further information
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and, in respect of DUPD Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
DUPD Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons who are subject to the laws
of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable 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.
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 of
jurisdictions outside the United Kingdom.
Unless otherwise determined by DCI or required by the Code and
permitted by applicable law and regulation, the Offer will not be
made available, directly or indirectly, into or from a Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws in that jurisdiction and no person may accept the Offer if to
do so would constitute a violation of the laws in that
jurisdiction. Accordingly, unless otherwise determined by DCI or
required by the Code and permitted by applicable law and
regulation, copies of this Announcement and formal documentation
relating to the Offer will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the DUPD Group and certain plans and objectives of the
boards of directors of DUPD and DCI. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
Management Team and DCI in light of their experience and their
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
Forward-looking statements also include statements about DCI's
beliefs and expectations related to the Offer being declared wholly
unconditional, benefits that would be afforded to customers, and
benefits to DCI that are expected to be obtained as a result of the
Offer being declared wholly unconditional. There can be no
assurance that the Offer will be declared wholly unconditional. By
their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this Announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of DUPD
or DCI except where expressly stated.
All subsequent oral or written forward-looking statements
attributable to DCI or DUPD or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are qualified in their entirety by the cautionary statement
above. All forward-looking statements included in this Announcement
are based on information available to DCI on the date hereof and
are made only as of the date of this Announcement. Undue reliance
should not be placed on such forward-looking statements.
Subject to compliance with the Code, DCI does not intend, or
undertake any obligation, to update any information contained in
this Announcement.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on the Dragon Capital Group website at
https://rule9offerdci.dragon-capital.com by no later than 12 noon
on 19 July 2017 until the end of the Offer Period. For the
avoidance of doubt, the contents of the Dragon Capital Group
website are not incorporated into and do not form part of this
Announcement unless otherwise stated herein. You may request a hard
copy of this Announcement, and all future documents, announcements
and information in relation to the Offer, by writing to Donald
Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road,
Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m.
on Monday to Friday (except UK bank holidays) on +44 (0) 7786 575
372. Unless such a request is made, and save as otherwise required
by Rule 2.11 of the Code, a hard copy of this Announcement (and any
information incorporated by reference in it) will not be sent to
any person.
Information relating to DUPD Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by DUPD Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from DUPD may be provided to DCI during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subject
to rounding adjustments.
Time
In this Announcement references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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