Form 8 (OPD)
October 01 2010 - 6:00AM
UK Regulatory
TIDMRKKI TIDMCHX
RNS Number : 7092T
Ruukki Group PLC
01 October 2010
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
+------------------------+------------+
| (a) | Synergy |
| Identity | Africa |
| of the | Limited, |
| party to | 51 per |
| the | cent. |
| offer | owned by |
| making | Ruukki |
| the | Group |
| disclosure: | Plc and |
| | 49 per |
| | cent. |
| | owned by |
| | Kermas |
| | Limited |
+------------------------+------------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+------------------------+------------+
| (c) | Chromex |
| Name | Mining |
| of | Plc |
| offeree | |
| in | |
| relation | |
| to whose | |
| relevant | |
| securities | |
| this form | |
| relates: | |
| Use a | |
| separate | |
| form for | |
| each party | |
| to the | |
| offer | |
+------------------------+------------+
| (d) | Offeror |
| Is | |
| the | |
| party | |
| to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+------------------------+------------+
| (e) | 29/09/2010 |
| Date | |
| position | |
| held: | |
+------------------------+------------+
| (f) | No |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+------------------------+------------+
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates
+--------------------------+--------+--------+--------+--------+
| Class | |
| of | |
| relevant | |
| security: | |
| | |
+--------------------------+-----------------------------------+
| | Interests | Short positions |
| | | |
+ +-----------------+-----------------+
| | Number | % | Number | % |
+--------------------------+--------+--------+--------+--------+
| (1) | | | | |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+--------------------------+--------+--------+--------+--------+
| (2) | | | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+--------------------------+--------+--------+--------+--------+
| (3) | | | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+--------------------------+--------+--------+--------+--------+
| | | | | |
| | | | | |
| TOTAL: | | | | |
+--------------------------+--------+--------+--------+--------+
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
+--------------+--------+
| Class | |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
+----------------------------------------------+
| Details |
| of any |
| irrevocable |
| commitments |
| or letters |
| of intent |
| procured by |
| the party |
| to the |
| offer |
| making the |
| disclosure |
| or any |
| person |
| acting in |
| concert |
| with it |
| (see Note 3 |
| on Rule |
| 2.11 of the |
| Code): |
+----------------------------------------------+
| |
| Synergy |
| Africa |
| Limited |
| has |
| received |
| irrevocable |
| undertakings |
| to accept or |
| procure the |
| acceptance |
| of Synergy |
| Africa |
| Limited's |
| offer for |
| the entire |
| issued and |
| to be issued |
| share |
| capital of |
| Chromex |
| Mining Plc |
| (the |
| "Offer") in |
| relation to |
| the |
| following |
| Chromex |
| Mining Plc |
| ("Chromex") |
| ordinary |
| shares |
| ("Chromex |
| Shares"): |
| |
| Name |
| No. of |
| Chromex |
| Shares |
| % of |
| Chromex's |
| existing |
| issued share |
| capital |
| |
| Spruce |
| Management |
| Limited |
| 32,675,000 36.7 |
| Shia and Phax Trusts |
| 3,300,000 3.7 |
| James Everett Burgess |
| 5,000,000 5.6 |
| Brian Michael Moritz |
| 4,050,000 4.6 |
| Sonia Barbara Moritz |
| 1,000,000 1.1 |
| |
| The irrevocable undertakings entered into by |
| the Chromex directors also extend to Chromex |
| Shares which they may acquire on exercise of |
| their rights under various Chromex share |
| option arrangements. Chromex directors hold |
| options over, in aggregate, 5,975,000 |
| Chromex Shares under the Chromex share |
| options arrangements. The number of Chromex |
| Shares which each individual Chromex |
| Director is entitled to acquire under these |
| option arrangements is 3,300,000 in respect |
| of Russell Lamming, 600,000 in respect of |
| Brian Moritz and 2,075,000 in respect of |
| Graham Stacey. |
| |
| Under the terms of a convertible loan |
| subscription agreement dated 19 December |
| 2008 (the "Langa Trust Convertible Loan |
| Subscription Agreement"), the Langa Trust is |
| entitled to subscribe for Chromex Shares in |
| respect of the outstanding principal and |
| accrued interest at a strike price of 22 |
| pence per Chromex Share, converted at the |
| prevailing ZAR/GBP exchange rate with such |
| subscription price being discharged by |
| ceding Langa Trust's repayment right under |
| the convertible loan facility agreement. |
| Langa Trust has given an irrevocable |
| undertaking to exercise its subscription |
| rights under the Langa Trust Convertible |
| Loan Subscription Agreement and accept the |
| Offer in respect of the resulting Chromex |
| Shares acquired by it, after the Offer has |
| been declared or otherwise becomes |
| unconditional in all respects. On the basis |
| of the five day average ZAR/GBP exchange |
| rate on 29 September 2010 (being the latest |
| practicable date prior to this disclosure), |
| the number of Chromex Shares which would be |
| issued to Langa Trust were it to have |
| subscribed on 29 September 2010 would be |
| 9,049,239. The exact number of Chromex |
| Shares to which Langa Trust will become |
| entitled will depend on the timing of the |
| subscription and the ZAR/GBP exchange rate |
| at that time. |
| |
| The Langa Trust, Shia Trust and Phax Trust |
| are connected to Spruce Management, which is |
| interested in 32,675,000 Chromex Shares, |
| representing 36.7 per cent. of the current |
| issued share capital of Chromex. |
| |
| These irrevocable undertakings will lapse |
| only if the Offer Document is not despatched |
| to Chromex shareholders on or before the |
| date that is 28 days after the date of the |
| Rule 2.5 announcement relating to the Offer |
| or such later date as may be agreed by the |
| Panel or if the Offer lapses or is withdrawn |
| provided that the reason for such lapse or |
| withdrawal is not because Synergy Africa |
| Limited has elected to implement the Offer |
| by way of a scheme of arrangement. |
| |
+----------------------------------------------+
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE
+-------------+
| Details |
| of any |
| interests, |
| short |
| positions |
| and rights |
| to |
| subscribe |
| of any |
| person |
| acting in |
| concert |
| with the |
| party to |
| the offer |
| making the |
| disclosure: |
+-------------+
| |
| None |
| |
+-------------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 3 for
each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the party |
| to the offer |
| making the |
| disclosure or |
| any person |
| acting in |
| concert with |
| it: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| None |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+---------------------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| party to the |
| offer making |
| the |
| disclosure, or |
| any person |
| acting in |
| concert with |
| it, and any |
| other person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+---------------------------+
| |
| None |
| |
+---------------------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+---------------+
| Date | 30 |
| of | September |
| disclosure: | 2010 |
+-------------+---------------+
| Contact | Stephen |
| name: | Cooper, |
| | Investec |
| | Bank Plc |
+-------------+---------------+
| Telephone | 020 7597 5104 |
| number: | |
+-------------+---------------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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