RNS Number:6215J
Montrose Partners LLP
28 September 2006
28 September 2006
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO CANADA OR JAPAN
CASH OFFER FOR PLATINUM MINING CORPORATION OF INDIA PLC OF 12 PENCE PER SHARE BY
MONTROSE PARTNERS LLP ON BEHALF OF SPI PARTNERS LIMITED
* The Board of SPI Partners Limited ("SPI"), a wholly owned subsidiary of
SUN Trade (International) Limited ("SUN"), announces today the terms of a
cash offer under the City Code on Takeovers and Mergers (the "City Code") to
be made by Montrose Partners LLP ("Montrose Partners") on behalf of SPI,
under which Montrose Partners will offer to acquire all the ordinary shares
of Platinum Mining Corporation of India PLC ("PMCI") not already owned by
SPI or its Associates.
* The Offer is 12p per PMCI Share in cash.
* At close of business on 27 September 2006 (being the last dealing day
before announcement of the Offer) the middle market price per PMCI Share was
11.75 pence. The Offer provides PMCI Shareholders with an opportunity to
realise value in cash from a stock which has had limited liquidity in the
last year.
* The Offer values the entire issued share capital of PMCI at
approximately #21.076 million.
* SPI has received irrevocable undertakings to accept the Offer in respect
of 51,984,000 PMCI Shares. Together with the PMCI Shares already held by
SPI, these PMCI Shares total 80,839,008 PMCI Shares, representing
approximately 46.03 per cent. of the issued share capital of PMCI.
* PMCI was incorporated on 14 March 2005 in England and Wales with
registered number 5391897 and its shares were admitted to trading on AIM on
19 April 2005. PMCI's operations are based in India where through a group of
companies its principal activity is the exploration for and development of
precious and associated metals. In particular, PMCI's principal operations
are in the State of Orissa where it is focussed on bringing India's first
platinum mine into operation at Boula.
* SPI is an investment company based in Jersey and a wholly
owned subsidiary of SUN. The SUN Group is an investment group focused
principally on India, Russia and other countries of the former Soviet Union
("FSU"). Its principal shareholders are members of the Khemka family, who have
been active in business in India, Russia and the FSU for more than 50 years in a
variety of operating sectors, including mining and energy.
* SPI believes that it can utilise the required mining and natural
resources expertise available to it as a member of the SUN Group together
with its depth of experience in India to maximise the potential of PMCI's
Boula asset and accelerate the development programme of the mine, if the
Offer becomes, or is declared, unconditional in all respects. SPI believes
that significant injections of capital may also be required to develop
effectively the Boula mine. As a member of the SUN Group, SPI has access to
considerable financial resources.
* Subject to the Offer becoming, or being declared, unconditional in all
respects and sufficient acceptances being received, SPI reserves the right
to procure the making of an application by PMCI to the London Stock Exchange
for the cancellation of the admission of the PMCI Shares to trading on AIM.
If such an application were to be made, the liquidity and marketability of
the PMCI Shares would be reduced significantly and their value may be
affected in consequence.
* The conditions and certain terms of the Offer are set out in the
attached announcement.
The Rule 2.5 Announcement is attached. In accordance with the City Code, further
information will be provided in the Offer Document, which will be posted to PMCI
Shareholders (other than to PMCI Shareholders with addresses in Canada or Japan
or any jurisdiction where to do so may violate the laws in that jurisdiction)
within 28 days of the date of release of the Rule 2.5 Announcement.
This summary should be read in conjunction with and is subject to the full text
of the attached announcement.
The Offer will be subject to the conditions and further terms of the offer as
set out in Appendix 1 and the full terms and conditions set out in the Offer
Document and the Form of Acceptance. Appendix 2 contains details of those
irrevocable undertakings which have been obtained by SPI from holders of PMCI
Shares to accept the Offer. Appendix 3 contains sources and base information
relating to certain information contained in this announcement. Certain terms
used in this announcement are defined in Appendix 4 to this announcement.
Enquiries
Montrose Partners LLP Telephone: 020 7484 0902
Matthew Clarke or Aeneas Mackay
General
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
This announcement has been issued by Montrose Partners solely for the purposes
of Section 21 of the Financial Services and Markets Act 2000 and is the
responsibility of the SPI and SUN Directors.
Montrose Partners, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for SPI and is acting
for no one else in connection with the Offer and will not be responsible to
anyone other than SPI for providing the protections afforded to customers of
Montrose Partners nor for providing advice in relation to the Offer.
This announcement does not constitute, or form any part of, an offer to sell or
an invitation to purchase any securities or the solicitation of any offer to buy
any securities, pursuant to the Offer or otherwise. The Offer will be made
solely by the Offer Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by SPI or Montrose Partners, the Offer is not being,
and will not be, made, directly or indirectly, in or into or by any facilities
of a national securities exchange of Canada or Japan or any such jurisdiction
where to do so would violate the laws of that jurisdiction and will not be
capable of acceptance by any such use or facility or person within Canada or
Japan or any such jurisdiction. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from Canada or Japan or any such
jurisdiction, and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdiction as doing so may
invalidate any purported acceptance of the Offer. Any person (including, without
limitation, any custodian, nominee or trustee) who would, or otherwise intends
to, or who may have a contractual or legal obligation to, forward this
announcement and/or Offer Document, Form of Acceptance and/or any related
document to any jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of their
jurisdiction.
The availability of the Offer, and the distribution of this announcement, to
persons who are not resident in the United Kingdom may be affected or restricted
by the laws of the relevant jurisdictions. Any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
28 September 2006
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO CANADA OR JAPAN
CASH OFFER FOR PLATINUM MINING CORPORATION OF INDIA PLC OF 12 PENCE PER SHARE BY
MONTROSE PARTNERS LLP ON BEHALF OF SPI PARTNERS LIMITED
1. Introduction
The Board of SPI announces today the terms of a cash offer under the City Code
to be made by Montrose Partners, on behalf of SPI, under which Montrose Partners
will offer to acquire all the ordinary shares of PMCI not already owned by SPI
or its Associates. The Offer values each PMCI Share at 12p and the entire issued
share capital of PMCI at approximately #21.076 million.
2. The Offer
The Offer, which is subject to the conditions and further terms set out below
(and in Appendix 1) and to be set out in the formal Offer Document and the Form
of Acceptance when issued, will be made on the following basis:
for each PMCI Share 12p in cash
At close of business on 27 September 2006 (being the last dealing day before
announcement of the Offer) the middle market price per PMCI Share was 11.75
pence. The Offer provides PMCI Shareholders with an opportunity to realise value
in cash from a stock which has had limited liquidity in the last year.
3. Terms and Conditions of the Offer
The PMCI Shares will be acquired by SPI fully paid and free from all liens,
equities, charges, encumbrances and other interests and together with all rights
now or hereafter attaching thereto, including the right to receive and retain
all dividends and other distributions declared, made or paid hereafter. The
conditions and further terms of the Offer are set out or referred to in
Appendix 1.
4. PMCI Shares held by SPI and persons acting in concert with SPI
SPI currently holds 28,855,008 PMCI Shares.
The following persons, who are acting in concert with SPI, hold PMCI Shares as
follows:
S. Newbery holds 39,184,000 PMCI Shares.
L. Pickering holds 12,800,000 PMCI Shares.
5. Irrevocable Undertakings
Mr S. Newbery and Ms L. Pickering have entered into irrevocable undertakings to
accept the Offer in respect of an aggregate of 51,984,000 PMCI Shares
beneficially owned by them. Together with the PMCI Shares already held by SPI,
the PMCI Shares subject to irrevocable undertakings total 80,839,008 PMCI
Shares, representing approximately 46.03 per cent. of the issued share capital
of PMCI.
Details of the irrevocable undertakings entered into are set out in Appendix 2.
Save for the irrevocable undertakings referred to above and the PMCI Shares held
by SPI referred to above, no member of the SUN Group nor, so far as SPI is
aware, any party acting in concert (as defined in the City Code) with SPI owns
or controls any PMCI Shares or holds any options to purchase PMCI Shares or has
received any irrevocable commitments to accept the Offer or has entered into any
derivative contracts referenced to PMCI Shares which remain outstanding.
6. PMCI Share Option Schemes and Warrants
The Offer will extend to any PMCI Shares unconditionally allotted or issued
whilst the Offer remains open for acceptance (or by such earlier date as SPI
may decide, subject to the City Code) pursuant to the exercise of options under
the PMCI Share Option Schemes or pursuant to the exercise of warrants to
subscribe for PMCI Shares issued to WH Ireland Limited (PMCI's nominated adviser
and broker on admission to AIM) or otherwise.
At the time of publication of PMCI's last annual accounts as of 31 July 2005,
7,025,456 options had been granted under the Share Option Schemes with an
option exercise price of 22p and an exercise period ending in April 2015. To the
extent that options under the PMCI Share Option Schemes are not exercised, and
if the Offer becomes or is declared unconditional in all respects, SPI will make
appropriate proposals to option holders in due course.
Appropriate proposals will also be made in due course to the holders of warrants
over shares in PMCI. In April 2005, PMCI issued warrants to WH Ireland Limited
to subscribe for 4,390,909 PMCI Shares at an exercise price of 22p per share.
The exercise period for the warrants ends on 18 April 2008 and the warrants are
freely assignable.
7. Background to and reasons for the Offer
SPI has been a shareholder of PMCI (and its antecedent business entity) since 28
December 2004. Upon the placing and admission to trading on AIM of PMCI, SPI
held 3,153,000 PMCI Shares. SPI purchased a further 9,090,910 PMCI Shares in the
placing and admission to trading on AIM of PMCI on 19 April 2005.
SPI believes the Boula mine is likely to represent a viable platinum mining
operation within one of SUN Group's key geographical markets. As a member of the
SUN Group, SPI has the required mining and natural resources expertise
available to it and in depth experience of India, which it believes it can
utilise to maximise the potential of the Boula asset and accelerate the
development programme of the mine.
SPI believes that significant injections of capital may be required to develop
effectively the Boula mine. As a member of the SUN Group, SPI has access to
considerable financial resources which, if the Offer is successful, may be
utilised to assist in the development of the Boula asset. SPI believes that
PMCI's performance since admission to AIM has been adversely affected by
management changes and other factors that have delayed development of the mine.
SPI intends, if the Offer becomes or is declared unconditional in all respects,
to utilise its resources and make available to the PMCI management team
additional expertise both in the mining sector and with respect to India to
manage better the Boula mine and to accelerate the development programme of the
mine.
8. Management and Employees
If the Offer becomes, or is declared, unconditional in all respects, SPI intends
to conduct a more detailed review of PMCI's operations and structure to
evaluate its performance and efficiency, and seek ways to further enhance PMCI's
business and the development of the Boula mine.
As referred to above, if the Offer becomes, or is declared, unconditional in all
respects, SPI intends to utilise its resources and make available to the PMCI
management team additional expertise both in the mining sector and with respect
to India.
The Board of SPI has confirmed that the existing employment rights, including
pension rights, of employees of members of the PMCI Group will be fully
safeguarded.
9. Financial Information on PMCI
Audited accounts for the financial year ended 31 July 2005 have been published
by PMCI together with unaudited interim results for the six month period ended
31 January 2006. In the twelve month period ended 31 July 2005 and in the six
month period ended 31 January 2006, PMCI Group did not generate any revenue but
earned an income of #108,184 and #259,620 respectively in interest and similar
income, resulting in an operating loss on ordinary activities before and after
taxation of #943,033 (in the twelve month period ended 31 July 2005) and
#179,087 (in the six month period ended 31 January 2006). The cash balance at
31 July 2005 was #12.1 million and at 31 January 2006 was #11.0 million. PMCI
incurred a loss per ordinary share of 0.7p in the financial year ended 31 July
2005 and a loss per ordinary share of 0.1p in the six months ended 31 January
2006. As at 31 July 2005, shareholders' funds were #12,161,424 and as at 31
January 2006 shareholders' funds were #11,924,277.
Details of PMCI's authorised and issued relevant securities are as follows:
Class of security and ISIN Authorised Issued
No of Shares or Securities Nominal value (#) No of Shares or Securities Nominal value (#)
Ordinary Shares 300,000,000 0.00045 175,636,364 79,036
GB00B06T2F98
10. Offer Document
The formal Offer Document and, in the case of PMCI Shares in certificated form,
the Form of Acceptance setting out the full terms and conditions of the Offer
will be posted to PMCI Shareholders (other than PMCI Shareholders with addresses
in Canada or Japan or any jurisdiction where to do so may violate the laws in
that jurisdiction) by Montrose Partners, on behalf of SPI, within 28 days of
the date of this announcement, unless agreed otherwise with the Panel. In
deciding whether or not to accept the Offer in respect of their PMCI Shares,
PMCI Shareholders should rely on the information contained in, and procedures
described in, the Offer Document and, in the case of holders of PMCI Shares in
certificated form, the Form of Acceptance. The formal Offer Document and, in
the case of PMCI Shares in certificated form, the Form of Acceptance will
contain important information about the Offer.
11. Settlement
Subject to the Offer becoming, or being declared, unconditional in all respects,
settlement of the consideration to which any PMCI Shareholder is entitled under
the Offer will be effected by the despatch of cheques or the credit of the CREST
accounts
(i) in the case of acceptances received, complete in all respects, by the date
on which the Offer becomes, or is declared, unconditional in all respects,
within 14 days of such date; or (ii) in the case of acceptances received,
complete in all respects, after the date on which the Offer becomes, or is
declared, unconditional in all respects but while it remains open for
acceptance, within 14 days of such receipt, in the following manner:
PMCI Shares held in certificated form (that is, not in CREST)
Where an acceptance relates to PMCI Shares held in certificated form, settlement
of any cash due will be despatched by first class post (or by such other method
as may be approved by the Panel) at the risk of the person(s) entitled thereto
to validly accepting PMCI Shareholders or their appointed agents (but not in or
into Canada or Japan or any other jurisdiction where extension or acceptance of
the Offer would violate the law of that jurisdiction). All such cash payments
will be made in pounds sterling by cheque drawn on a branch of a UK clearing
bank. PMCI Shares held in uncertificated form (that is, in CREST)
Where an acceptance relates to PMCI Shares held in uncertificated form, the cash
consideration to which the validly accepting PMCI Shareholder is entitled will
be paid by means of a CREST payment in favour of the validly accepting PMCI
Shareholder's payment bank in accordance with the CREST payment arrangements.
SPI reserves the right to settle all or any part of the consideration referred
to above, for all or any validly accepting PMCI Shareholders(s), in the manner
referred to in paragraph (a) above if, for any reason, it wishes to do so.
General
If the Offer does not become, or is not declared, unconditional in all respects:
(i) in respect of PMCI Shares held in certificated form, the relevant completed
Forms of Acceptance, share certificate(s) and/or other document(s) of title
will be returned to PMCI Shareholders by post (or by such other method(s) as may
be approved by the Panel) within 14 days of the Offer lapsing or being
withdrawn and (ii) in respect of PMCI Shares held in uncertificated form, the
receiving agent will, immediately after the lapsing or withdrawal of the Offer
(or within such longer period as the Panel may permit, not exceeding 14 days
from the lapsing or withdrawal of the Offer), give TFE Instructions to CRESTCo
to transfer all relevant PMCI Shares held in escrow balances, and in relation
to which it is the escrow agent for the purposes of the Offer, to the original
available balances of the PMCI Shareholders concerned. No document will be sent
to an address in Canada or Japan or any other jurisdiction where extension or
acceptance of the Offer would violate the law of that jurisdiction. All
communications, notices, certificates, documents of title and remittances sent
by, to or from PMCI Shareholders or their appointed agents will be delivered
by, or sent to or from, them, or their appointed agents, at their own risk.
12. Compulsory Acquisition, Cancellation of Admission of PMCI
Shares to Trading on AIM and Re-registration
If the Offer becomes, or is declared, unconditional in all respects and
sufficient acceptances are received, SPI reserves the right to exercise its
rights pursuant to the provisions of Sections 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily the remaining PMCI Shares to which the
Offer relates on the same terms as the Offer. If the Offer becomes, or is
declared, unconditional in all respects and sufficient acceptances are received,
SPI also reserves the right to exercise its rights to procure the making of an
application by PMCI to the London Stock Exchange for the cancellation of the
admission of PMCI Shares to trading on AIM. If SPI so exercises its rights such
cancellation of trading would take effect no earlier than 20 business days
after the Offer becomes, or is declared, unconditional in all respects. In
addition, SPI reserves the right if the Offer becomes, or is declared,
unconditional in all respects and sufficient acceptances are received to propose
resolutions to re-register PMCI as a private company. Any such cancellation of
trading is likely to significantly reduce the liquidity and marketability of
PMCI Shares in respect of which the Offer has not been accepted and their value
may be affected in consequence.
13. General
Your attention is drawn to the further information contained in the Appendices
to this announcement. Terms used in this announcement shall have the meaning
given to them in Appendix 4 to this announcement. Montrose Partners is satisfied
that the necessary financial resources are available to SPI to satisfy full
acceptance of the Offer.
The SPI and SUN Directors accept responsibility for the information contained in
this document, save that the only responsibility accepted by the SPI and SUN
Directors in respect of the information contained in this document relating to
the PMCI Group (which has been compiled from public sources) is to ensure that
such information is correctly and fairly reproduced and presented. Subject as
aforesaid, to the best of the knowledge and belief of the SPI and SUN Directors
(who have taken all reasonable care to ensure such is the case), the
information contained in this document is in accordance with the facts and does
not omit anything likely to affect the import of such information. If you are in
any doubt about the action you should take, you are recommended to seek your own
personal financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser. This announcement has been issued by Montrose Partners solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000 and is
the responsibility of the SPI and SUN Directors. Montrose Partners, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for SPI and is acting for no one else in
connection with the Offer and will not be responsible to anyone other than SPI
for providing the protections afforded to customers of Montrose Partners nor for
providing advice in relation to the Offer.
This announcement does not constitute, or form any part of, an offer to sell or
an invitation to purchase any securities or the solicitation of any offer to
buy any securities, pursuant to the Offer or otherwise. The Offer will be made
solely by the Offer Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by SPI or Montrose Partners, the Offer is not being,
and will not be, made, directly or indirectly, in or into or by any facilities
of a national securities exchange of Canada or Japan or any such jurisdiction
where to do so would violate the laws of that jurisdiction and will not be
capable of acceptance by any such use or facility or person within Canada or
Japan or any such jurisdiction. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from Canada or Japan or
any such jurisdiction, and persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdiction as doing so
may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or Offer Document, form of acceptance and/or any related
document to any jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of their
jurisdiction. The availability of the Offer, and the distribution of this
announcement, to persons who are not resident in the United Kingdom may be
affected or restricted by the laws of the relevant jurisdictions. Any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement had been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement has been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
14. Dealing Disclosure Requirements
Attention is drawn to certain UK dealing disclosure requirements following the
announcement of the Offer. An "offer period" is deemed to commence at the time
when an announcement is made of a proposed possible offer, with or without
terms.
Accordingly, the Offer Period began on 28 September 2006.
The relevant disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, under the provisions of Rule 8.3 of the City Code, any
person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
relevant securities of PMCI, owns or controls, or becomes the owner or
controller of, directly or indirectly, one per cent. or more of any class of
securities of PMCI is required to disclose, by not later than 3:30pm (London
time) on the business day following the date of the relevant transaction,
dealing in such securities of PMCI (or in any option in respect of, or
derivative referenced to, any such securities) during the Offer Period. Under
the provisions of Rule 8.1 of the City Code, all dealings in "relevant
securities" of PMCI by SPI, or by any of its "associates" (within the meaning
of the City Code), must also be disclosed by no later than 12:00 noon (London
time) on the business day following the date of the relevant transaction.
If you are in any doubt as to the application of Rule 8 of the City Code to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website
www.thetakeoverpanel.org.uk
or contact the Panel on telephone no. 020 7638 0129, fax no. 020 7236 7013.
APPENDIX 1
Conditions and Further Terms of the Offer
1. Conditions of the Offer
The Offer will be subject to the following conditions:
(A) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 3:00pm on the first closing date of the Offer
(or such later time(s) and/or date(s) as SPI may, subject to the rules of
the City Code or with the consent of the Panel, decide) in respect of not
less than 90 per cent. (or such lesser percentage as SPI may decide) in
nominal value of PMCI Shares to which the Offer relates, provided that this
condition will not be satisfied unless SPI (and/or any of its wholly-owned
subsidiaries) shall have acquired, or agreed to acquire, whether pursuant to
the Offer or otherwise (including for such purposes PMCI Shares already held
by SPI and/or any of its wholly owned subsidiaries), and whether directly or
indirectly, PMCI Shares carrying, in aggregate, more than 50 per cent. of
the voting rights then normally exercisable at general meetings of PMCI
including for this purpose, to the extent (if any) required by the Panel,
any such voting rights attaching to any PMCI Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as
to acceptances whether pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise.
For the purposes of this condition:
(i) PMCI Shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry upon being entered in the register
of members of PMCI;
(ii) the expression "PMCI Shares to which the Offer relates" shall be
construed in accordance with Sections 428 to 430F of the Act;
(B) in the event that the Offer or any aspect thereof constitutes a
concentration or is subject to merger control approval or competition
authority approval in any jurisdiction or is otherwise subject to any legal
restriction or approval procedure concerning competition matters, the
receipt of evidence, in terms satisfactory to SPI, that in relation to the
Offer or any part thereof, all or any applicable waiting and/or other time
periods have expired, lapsed or been terminated and any approvals have been
obtained unconditionally or, if subject to conditions, on terms satisfactory
to SPI;
(C) no central bank, government, government department or governmental or
quasi-governmental authority (whether supranational, national, municipal,
regional, local or otherwise) or statutory or regulatory or investigative
body or other authority (including any anti-trust or merger control
authority), court, trade agency, association, institution or professional or
environmental body or (without prejudice to the generality of all the
foregoing) any other body or person whatsoever in any jurisdiction (each a
"Relevant Authority") having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference,
or made, proposed or enacted any statute, regulation, order or decision, or
taken any other steps which would or might reasonably be expected to:
(i) make the Offer, or its implementation, or the proposed acquisition,
whether pursuant to any purchase, irrevocable undertaking, acceptance of the
Offer or otherwise, of any PMCI Shares by SPI, SUN or any of their
respective subsidiaries or subsidiary undertakings or any joint venture,
partnership, firm or company in which any of them has a substantial interest
(together, the "Wider SUN Group") or the subscription by or allotment to any
member of the Wider SUN Group of PMCI Shares or any matter arising therefrom
or relating thereto, void, illegal or unenforceable under the laws of any
relevant jurisdiction or otherwise, directly or indirectly, restrain,
prohibit, restrict or delay the Offer, its implementation or such proposed
acquisition by any member of the Wider SUN Group or any matter arising
therefrom or relating thereto or impose additional conditions or obligations
with respect thereto, or otherwise challenge or interfere therewith;
(ii) result in a material delay in the ability of any member of the Wider
SUN Group, or render any member of the Wider SUN Group unable, to acquire
all or some of the PMCI Shares or other securities in PMCI or require,
prevent or delay a divestiture by any member of the Wider SUN Group of any
such shares or securities;
(iii) require, prevent or delay the divestiture by SPI or any member of the
Wider SUN Group or by PMCI or any of its respective subsidiaries or
subsidiary undertakings or any joint venture, partnership, firm or company
in which any of them has a substantial interest (together, the "Wider PMCI
Group") of all or any material portion of their respective businesses,
assets or properties or impose any material limitation on the ability of any
of them to conduct all or any material portion of their respective
businesses or own or dispose of all or any material portion of their
respective assets or properties;
(iv) impose any limitation on, or result in a delay in, the ability of SPI
or any other member of the Wider SUN Group or of the Wider PMCI Group to
acquire, or to hold or exercise effectively, directly or indirectly, any
rights of ownership in respect of shares or other securities (or the
equivalent) in any member of the Wider PMCI Group or to exercise management
control over PMCI or any other member of the PMCI Group;
(vi) require any member of the Wider SUN Group or any member of the Wider
PMCI Group to acquire or offer to acquire any shares or other securities (or
the equivalent) or any interest in any member of the Wider PMCI Group or any
asset owned by any third party (other than in implementation of the Offer or
pursuant to Rule 9 of the City Code) or to sell or offer to sell any shares
or other securities (or their equivalent) including any shares or other
securities (or their equivalent) in PMCI or any member of the Wider PMCI
Group or any interest in any assets owned by any member of the Wider SUN
Group or the Wider PMCI Group;
(vii) result in any member of the Wider PMCI Group ceasing to be able to
carry on business under the name under which it presently does so; or
(v) otherwise adversely affect the business, assets, financial or trading
position, profits or prospects of any member of the Wider SUN Group or of
the Wider PMCI Group;
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or otherwise
intervene under the laws of any jurisdiction having expired, lapsed or been
terminated;
(D) all appropriate filings and applications in connection with the Offer or its
implementation having been made, all appropriate waiting periods (including
extensions thereof) in respect of the Offer or its implementation under any
applicable legislation or regulations of any jurisdiction having expired,
lapsed or been terminated and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals ("Authorisations") deemed necessary or appropriate for or in
respect of the Offer and the proposed acquisition of any PMCI Shares or
other securities in, or control of, PMCI by the Wider SUN Group, or which
are necessary for any member of the Wider PMCI Group to carry on its
business, having been obtained on terms and in a form satisfactory to SPI
from all appropriate Relevant Authorities or other bodies with whom any
member of the Wider SUN Group or the Wider PMCI Group has entered into
contractual arrangements, or is, or may be subject and each of the same
having been complied with and all such Authorisations remaining in full
force and effect at the time at which the Offer becomes otherwise
unconditional and all appropriate waiting periods (including extensions
thereof) under any applicable legislation and regulations of any
jurisdiction having expired, lapsed or been terminated and no intimation or
notice of an intention to revoke or not to renew any of the same having been
received, in each case as may be necessary in connection with the Offer
under the laws or regulations of any jurisdiction and all necessary
statutory or regulatory obligations in connection with the Offer and its
implementation in any relevant jurisdiction having been complied with;
(E) there being no provision of any arrangement, agreement, licence, permit,
franchise or other instrument to which any member of the Wider PMCI Group is
a party or by or to which any such member or any of their assets is or are
or may be bound, entitled or subject or any circumstance which, as a
consequence of the making of the Offer or the acquisition or proposed
acquisition by any member of the Wider SUN Group of some or all of the share
capital or other securities in PMCI or because of change in control or
management of PMCI or otherwise, could or might reasonably be expected to
result in:
(i) any monies borrowed by or other indebtedness (actual or contingent) of
any member of the Wider PMCI Group which is not already repayable on demand
being or becoming repayable or being capable of being declared repayable
immediately or prior to the stated maturity date or repayment date or the
ability of any such member to borrow monies or to incur any indebtedness
being withdrawn or inhibited or being capable of being withdrawn or
inhibited;
(ii) the creation of any mortgage, charge or other security interest over
the whole or any material part of the business, property or assets of any
member of the Wider PMCI Group or any such security (whenever arising or
having arisen) becoming enforceable or being capable of being enforced;
(iii) any such arrangement, agreement, licence, permit, lease, franchise or
other instrument or authorisation, or the rights, liabilities, obligations
or interests or business of any member of the Wider PMCI Group under any
such arrangement, agreement, licence, permit, lease, franchise or other
instrument or authorisation, being terminated or adversely modified or
adversely affected or any action obligation or liability arising or any
being taken or any obligation arising thereunder;
(iv) otherwise than in the ordinary course of business, any assets or
interest of any member of the Wider PMCI Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(v) the interest or business or material asset of any member of the Wider
SUN Group or the Wider PMCI Group in or with any person, firm, company or
body (or any arrangements relating to such interest or business or material
asset) being terminated or adversely modified or affected;
(vi) any member of the Wider PMCI Group ceasing to be able to carry on
business under any name under which it presently does so;
(vii) the value of business, assets, financial or trading position, profits
or prospects of any member of the Wider PMCI Group being prejudiced or
adversely affected; or
(viii) the creation of any actual or contingent liabilities by any member of
the Wider PMCI Group;
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, lease, franchise, instrument or authorisation to
which any member of the Wider PMCI Group is a party or by or to which any
member of the Wider PMCI Group or any of its assets may be bound, entitled
or subject could result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this condition;
(F) no member of the Wider PMCI Group having since 31 July 2005 (except as
disclosed in the annual report and accounts of PMCI for the year then ended)
and unless publicly announced by delivery to a Regulatory Information
Service before 28 September 2006 by PMCI (such information being "publicly
announced"):
(i) issued, agreed or authorised or proposed the issue of additional shares
of any class, or securities convertible into, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible securities (save
as between PMCI and its wholly owned subsidiaries and save for shares issued
or options or other subscription rights granted under PMCI Share Option
Schemes or pursuant to warrants issued to WH Ireland in April 2005);
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue in respect of shares, dividend or other
distribution other than to PMCI or a wholly owned subsidiary of PMCI;
(iii) merged with any body corporate or acquired or disposed of, or
transferred, mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including shares and
trade investments), or authorised, proposed or announced any intention to
propose any merger, demerger, acquisition, disposal, transfer, mortgage,
charge or security interest (other than in the ordinary course of business);
(iv) issued, authorised or proposed or announced the intention to propose
the issue of any debentures or otherwise than in the ordinary course of
business become subject to any contingent liability or incurred or increased
any indebtedness or contingent liability;
(v) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or redeemed or
reduced or made any other change to any part of its share capital;
(vi) entered into, or varied, or authorised, or become bound by or proposed
the entry into or announced its intention to enter into or vary, authorise
or become bound by, any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is outside
the ordinary course of business or is of a long-term, onerous or unusual
nature or magnitude, or which results or could result in any material
restriction of the scope of business currently carried on by any member of
the Wider PMCI Group or which involves or could involve an obligation of
such a nature or magnitude;
(vii) implemented, effected, authorised, proposed or announced its intention
to implement, effect, authorise or propose or enter into any merger,
demerger, reconstruction, amalgamation, commitment, scheme or other
transaction, arrangement or acquisition or disposal of assets or shares (or
the equivalent thereof) in any undertaking that is material in the context
of the PMCI Group otherwise than in the ordinary course of business, or any
change in its share or loan capital;
(viii) taken any corporate action or had any order made or legal proceedings
started or threatened against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of any
receiver, administrator, administrative receiver, trustee or similar officer
of all or any of its assets and revenues or any analogous proceedings or
similar event having occurred in any jurisdiction or any analogous person
having been appointed in any jurisdiction;
(ix) made or agreed or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its directors and/or
employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the bases on which
qualification for, or accrual of or entitlement to, such benefits or
pensions are calculated or determined or to the bases upon which the
liabilities (including pensions) of such pension schemes are funded or made,
or agreed or consented to any change to the trustees involving the
appointment of a trust corporation or allowed any deficit (actual or
contingent) to arise or persist in relation to the funding of any such
scheme;
(x) entered into or made an offer (which remains open for acceptance) to
enter into or vary, amend or otherwise change the terms of any service
agreement or any other agreement or arrangement with any directors or senior
executives or any connected person of any such person (within the meaning of
Section 346 of the Act) or changed the terms of any PMCI Share Option
Scheme;
(xi) waived or compromised any claim other than in the ordinary course of
business;
(xii) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally, proposed any voluntary winding up or ceased
or threatened to cease carrying on all or a substantial part of its
business;
(xiii) made or authorised or proposed or announced an intention to propose
any change in its share or loan capital to an extent which is material in
the context of the PMCI Group, taken as a whole;
(xiv) entered into any contract, transaction or arrangement which is or is
likely to be restrictive in a material respect on the business of any member
of the Wider SUN Group or the Wider PMCI Group;
(xv) made any material alteration to its Memorandum or Articles of
Association or other incorporation documents; or
(xvi) entered into or made an offer (which remains open for acceptance) to
enter into an agreement, contract, arrangement or commitment or passed any
resolution or announced or made any proposal with respect to any of the
transactions or events referred to in this sub-paragraph (F);
(G) save as publicly announced prior to 28 September 2006, since 31 July 2005
and prior to the date when the Offer would otherwise become unconditional:
(i) there having been no adverse change, and no other circumstance having
arisen which would or might be likely to result in any adverse change, in
the business, assets, financial or trading position or profits or prospects
of any member of the Wider PMCI Group;
(ii) there not having been instituted or remaining outstanding any
litigation, arbitration proceedings, prosecution or other legal proceedings
to which any member of the Wider PMCI Group is a party (whether as claimant
or defendant or otherwise) and no such proceedings having been announced,
threatened or instituted by or against any such member and no investigation
or enquiry or complaint by any government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative
body, authority or court (including any anti-trust or merger control
authority) against or in respect of any such member or the business carried
on by any such member having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any such member;
(iii) no corporate action having been taken and no order having been made or
legal proceedings having been started or threatened against any member of
the Wider PMCI Group for its winding-up (voluntary or otherwise),
dissolution or reorganisation or for the appointment of any receiver,
administrator, administrative receiver, trustee or similar officer of all or
any of its assets and revenues or any analogous proceedings or similar event
having occurred in any jurisdiction or any analogous person having been
appointed in any jurisdiction;
(iv) no contingent or other liability having arisen, become apparent or
having been incurred which would or might reasonably be expected adversely
to affect any member of the Wider PMCI Group; and
(v) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any authorisation or licence
held by any member of the Wider PMCI Group;
(H) SPI not having discovered, save as publicly announced by PMCI, prior to the
date when the Offer would otherwise become unconditional that:
(i) any financial, business or other information concerning PMCI or the
Wider PMCI Group publicly disclosed at any time by or on behalf of PMCI or
any member of the Wider PMCI Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading which has not prior to the date
when the Offer would otherwise become unconditional been corrected by public
announcement through a Regulatory Information Service or that any member of
the Wider PMCI Group, or any partnership in which any member of the Wider
PMCI Group has a substantial interest, has any liability (contingent or
otherwise) that has not been so publicly announced; or
(ii) any member of the Wider PMCI Group is subject to any liability,
contingent or otherwise, existing at 31 July 2005, which is not disclosed or
reflected in the audited accounts of PMCI for the financial year ended on
that date;
(I) each of (i) the joint venture and shareholders' agreement dated 5 February
2005 between PMCI (UK) Limited, Ferro Alloys Corporation Limited ("FACOR")
and Boula Platinum Mining Private Limited ("BPM"), (ii) the joint operating
agreement dated 5 February 2005 between BPM and FACOR and (iii) the mining
lease dated 7 January 1999 between FACOR and the State Government of Orissa
in relation to the Boula mine (the "Mining Lease") being in full force and
effect and no amendments having been made thereto which would or might be
likely to result in any adverse change, in the business, assets, financial
or trading position or profits or prospects of any member of the Wider PMCI
Group and any agreements supplemental to any of the same or governing the
operation of the Boula mine, the exploration, evaluation, development and
mining thereof or thereat, the transfer of the Mining Lease to BPM, the
corporate governance of BPM or affecting the Mining Lease, not having been
made, which would or might be likely to result in any adverse change, in the
business, assets, financial or trading position or profits or prospects of
any member of the Wider PMCI Group; and
(J) SPI not having discovered prior to the date when the Offer would otherwise
become unconditional that:
(i) any member of the Wider PMCI Group has not complied with all material
applicable legislation and regulations of any jurisdiction, with regard to
the extraction, disposal, discharge, spillage, leak or emission of any
natural substance, waste or hazardous substance or any substance likely to
impair the environment or harm human health or otherwise relating to
environmental matters, or that there has otherwise been any such extraction,
disposal, discharge, spillage, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations and wherever the same may have taken place) from any land or
other asset now or previously owned, occupied or made use of by any past or
present member of the Wider PMCI Group which would be likely to give rise to
any material liability (whether actual or contingent) on the part of any
member of the Wider PMCI Group and which is material in the context of the
PMCI Group, taken as a whole; or
(ii) there is, or is reasonably expected to be, any liability (whether
actual or contingent) to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or
present member of the Wider PMCI Group or in which any such member may now
have or may previously have had an interest under any legislation,
regulation, notice, circular or order of any Relevant Authority or third
party or otherwise.
SPI reserves the right to waive, in whole or in part, all or any of
conditions (B) to (J) inclusive. SPI shall be under no obligation to waive
or treat as satisfied any of conditions (B) to (J) inclusive by a date
earlier than the latest date specified below for the satisfaction thereof,
notwithstanding that such condition or the other conditions of the Offer may
at such earlier date have been waived or satisfied and that there are at
such earlier date no circumstances indicating that any such conditions may
not be capable of satisfaction. If SPI is required by the Panel to make an
offer for PMCI Shares under the provisions of Rule 9 of the City Code, SPI
may make such alterations to the above conditions, including condition (A),
as are necessary to comply with the provisions of that Rule.
The Offer will lapse unless all of the conditions set out above (other than
condition (A)) are satisfied or (if capable of waiver) waived or, where
appropriate, determined by SPI in its opinion to be or to remain satisfied,
by midnight on the later of the twenty first day after the First Closing
Date and the date which is twenty one days after the date on which the Offer
becomes or is declared unconditional as to acceptances, or such later date
as SPI may, with the consent of the Panel, decide.
The Offer will lapse if, before 3:00pm on the later of the First Closing
Date and the date on which the Offer becomes or is declared unconditional as
to acceptances:
(a) the Office of Fair Trading ("OFT") has indicated that it intends to
refer the Offer or any aspect thereof to the Competition Commission for
further investigation under Part 3 of the Enterprise Act 2002 ("Enterprise
Act"); or
(b) the European Commission initiates proceedings under Article 6(1) (c) of
Council Regulation (EC) 139/2005 ("EC Regulation"); or
(c ) the European Commission refers the Offer or any aspect thereof to the
OFT in accordance with Article 9(3) of the EC Regulation and the OFT
subsequently indicates it intends to refer the Offer or any aspect thereof
to the Competition Commission for further investigation under Part 3 of the
Enterprise Act.
(d) other than as set out in (a) to (c) above, the Offer or any part of it
is referred to the competition anti-trust or similar authority of any
jurisdiction or the competition, anti-trust or similar authority of any
jurisdiction initiates proceedings in relation to the Offer.
If the Offer so lapses, the Offer shall cease to be capable of further
acceptance and accepting PMCI Shareholders and SPI will cease to be bound by
Forms of Acceptance or Electronic Acceptances submitted on or before the
time when the Offer lapses.
2. Certain further terms of the Offer
The Offer will comply with the applicable rules and regulations of the London
Stock Exchange, the AIM Rules and the City Code. The Offer and any acceptances
under it will be governed by English law and will be subject to the jurisdiction
of the courts of England and Wales and to the terms and conditions to be set out
in the Offer Document and (in respect of certificated PMCI Shares) the Form of
Acceptance. The Offer will be made on the terms and will be subject to the
conditions which are set out in this Appendix 1, those terms which will be set
out in the Offer Document and (in respect of any PMCI Shares held in
certificated form) the Form of Acceptance.
Unless otherwise determined by SPI, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by any facilities of a national
securities exchange of Canada or Japan or any such jurisdiction where to do so
would violate the laws of that jurisdiction and will not be capable of
acceptance by any such use or facility or person within Canada or Japan or any
such jurisdiction. Accordingly, copies of this announcement are not being, and
must not be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from Canada or Japan or any such jurisdiction,
and persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise distribute or send
it in, into or from such jurisdiction as doing so may invalidate any purported
acceptance of the Offer. Any person (including, without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this announcement and/or
Offer Document, form of acceptance and/or any related document to any
jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdiction.
The availability of the Offer, and the distribution of this announcement, to
persons who are not resident in the United Kingdom may be affected or restricted
by the laws of the relevant jurisdictions. Any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement has been
prepared for the purpose of complying with English law and the City 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.
APPENDIX 2
Irrevocable Undertakings
SPI has received irrevocable undertakings to accept the Offer from certain
shareholders of PMCI in respect of PMCI Shares. Together these PMCI Shares total
51,984,000, representing approximately 29.6 per cent. of the issued share
capital of PMCI.
Name Beneficial
holdings of PMCI Shares
Steven Paul Newbery 39,184,000
Lisa Michelle Pickering 12,800,000
These undertakings will lapse if (a) this announcement has not been released by
5.00pm on the date which is 10 days after 27 September, being the date of the
irrevocable undertakings, or (b) the Offer Document has not been posted within
28 days following the date of the release of the Press Announcement (or within
such longer period as SPI may, with the consent of the Panel, determine).
APPENDIX 3
Sources and Bases of Information
(a) Unless otherwise stated, financial information concerning PMCI has been
derived from the published annual report and accounts or interim results
announcements of PMCI for the relevant periods.
(b) Unless otherwise stated, all prices for PMCI Shares have been derived from
the Daily Official List of the London Stock Exchange and represent closing
middle market prices on the relevant date.
(c) Disclosures under the paragraph headed "PMCI Shares held by SPI and persons
acting in concert with SPI" regarding interests in PMCI securities are based on
the position as at 27 September 2006, the latest practicable date prior to this
announcement.
APPENDIX 4
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
"Act" or the Companies Act 1985 (as amended)
"Companies
Act"
"AIM" AIM, the market of that name operated by the London Stock
Exchange
"AIM Rules" the rules governing the admission to, and operation of, AIM as
set out in the AIM Rules for Companies published by the London
Stock Exchange from time to time
"Associates" as defined in the City Code
"business a day (not being a Saturday, a Sunday or a public holiday) on
day" which clearing banks in the City of London are open for normal
business
"certificated" in relation to a share or other security, not in uncertificated
or "in form (that is, not recorded on the register of members of PMCI
certificated as being held in uncertificated form in CREST and title to
form" which, by virtue of the Regulations, may be transferred by means
of CREST)
"City Code" the City Code on Takeovers and Mergers
"CREST" the relevant system (as defined in the Regulations) in respect
of which CRESTCo is the operator
"CREST the manual issued by CRESTCo from time to time
Manual"
"CREST the person who has been admitted to CRESTCo as a system-member
member" (as defined in the Regulations)
"CREST a person who is, in relation to CREST, a system-participant (as
participant" defined in the Regulations)
"CREST has the meaning given to that term in the CREST Manual
payment"
"CREST a CREST participant admitted to CREST as a CREST sponsor
sponsor"
"CREST a CREST member admitted to CREST as a sponsored member
sponsored
member"
"CRESTCo" CRESTCo Limited
"Electronic the inputting and settling of a transfer to escrow instruction
Acceptance" (as defined in the CREST Manual) which constitutes or is deemed
to constitute an acceptance of the Offer
"First Closing the date 21 days following the date on which the Offer Document
Date" is posted
"Form of the form of acceptance, election and authority relating to the
Acceptance" Offer, for use in respect of certificated PMCI Shares
"London Stock London Stock Exchange plc
Exchange"
"Montrose Montrose Partners LLP
Partners"
"Offer" the proposed offer to be made by Montrose Partners, on behalf of
SPI, on the terms and subject to the conditions to be set out in
the Offer Document, to acquire the ordinary shares of PMCI and,
where the context admits, any subsequent revision, variation,
extension or renewal thereof
"Offer the document proposed to be sent to holders of PMCI Shares
Document" containing, inter alia, details of the Offer
"Offer the period commencing on 28 September 2006
Period"
"Panel" the Panel on Takeovers and Mergers
"PMCI" Platinum Mining Corporation of India PLC
"PMCI Group" PMCI and its subsidiary undertakings (as such term is defined in
the Companies Act)
"PMCI Share the employee share option schemes operated by PMCI relating to
Option PMCI Shares, including the unapproved share option plan and the
Schemes" unapproved non-executives' share option plan
"PMCI holders of existing PMCI Shares
Shareholders"
"PMCI Shares" ordinary shares of #0.00045 (0.045p) each in PMCI and any such
or "Shares" further shares which are unconditionally allotted or issued
after the date hereof and before the date on which the Offer
closes (or such earlier date or dates as SPI, subject to the
City Code, may decide) pursuant to the exercise of options under
the PMCI Share Option Schemes or pursuant to the exercise of the
PMCI Warrants or otherwise
"PMCI the warrants granted by PMCI for the subscription for shares or
Warrants" securities in PMCI
"Regulations" The Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
"Regulatory any channel recognised as a channel for the dissemination of
Information regulatory information by listed companies as defined in the AIM
Service" Rules
"SPI" SPI Partners Limited
"SPI and SUN Uday Harsh Khemka and Shiv Vikram Khemka
Directors"
"SUN Group" SUN Trade (International) Limited and its subsidiaries (as such
term is defined in the Companies Act)
"SUN" SUN Trade (International) Limited
"TFE a transfer from escrow instruction (as defined in the CREST
Instruction" Manual)
"TTE a transfer to escrow instruction (as defined in the CREST
Instruction" Manual)
"United the United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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