Possible Offer and Acquisition of SNR Ordinary Shares
11 August 2009
The Board of the Company notes the announcement made yesterday by Atlantic Coal plc (”Atlantic”), whose shares are traded on the AIM market of the London Stock Exchange, in relation to Atlantic’s purchase of SNR ordinary shares and its possible interest in making an offer for the entire issued share capital of the Company. The text of that announcement is set out below.
At this time, no discussions have been held with Atlantic in relation to a possible offer and no formal communication in relation to the acquisiton of the SNR ordinary shares has been received. There can be no guarantee that a formal offer will be forthcoming.
A further announcement will be made in due course. In the meantime, shareholders are advised to take no action in relation to their holdings in SNR ordinary shares.
For further information:
The Company
Strategic Natural Resources plc
Richard Latham, Chairman Tel: +44 1303 863 432
Jeremy P. Metcalfe, Chief Executive Tel: +44 1303 874 798
RNS Number:1769X
Atlantic Coal plc
10 August 2009
Atlantic Coal plc/Index:AIM/Epic:ATC/Sector: Mining
Atlantic Coal plc
(’Atlantic’ or ‘the Company’)
Acquisition of Interest in Strategic Natural Resources plc
Atlantic Coal plc, the AIM listed open cast coal production and processing company with activities in Pennsylvania, USA, announces that on 7 August 2009 it purchased 6,840,000 ordinary shares of 1p each in Strategic Natural Resources plc (’SNR’) representing 9.99% of SNR’s issued share capital, for cash at 8.25p per share. Atlantic has no other interests in SNR shares.
Atlantic is considering its position regarding a possible offer for SNR. If any offer is made, it will be at a minimum price of 15p per SNR share, such price being a premium of 84.6% to the middle market price of 8.125p per SNR share as at close of business on 7 August 2009. If any offer is made, the consideration would be a mixture of new ordinary shares in Atlantic and cash.
It is emphasised that this announcement does not amount to a firm intention to make an offer and it is possible that no offer will be made.
A further announcement will be made in due course.
Relevant Securities in Issue
The Company confirms that it has 68,438,333 ordinary shares of 1 pence each in issue. The International Securities Identification Number (ISIN) for the Company’s ordinary shares is GB00B1VQ5F36. This information is given in accordance with rule 2.10 of the Takeover Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Atlantic or of SNR, all “dealings” in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Atlantic or SNR, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of Atlantic or of SNR by Atlantic or SNR, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Takeover Panel.
Further Information
As required under Section 4 of Appendix 4 of the Code, addresses, electronic addresses and certain other information provided by SNR’s shareholders, persons with information rights and other relevant persons for the receipt of communications from SNR may be provided to an offeror during the offer period.
A copy of this announcement can be found on SNR’s website.
For further information, please contact:
Strategic Natural Resources plc
David Nel, Chief Executive Officer
+27 (0) 41 374 0842
Jeremy Metcalfe, Communications Director
+44 (0)7785 346 718
Nominated Adviser and Joint Broker - Allenby Capital Limited
Nick Naylor / Alex Price / James Reeve
+44 (0) 20 3328 5656
Joint Broker - SP Angel Corporate Finance Limited
Emin Eyi / Tercel Moore
+44 (0) 207 647 9646
FTI Consulting
Ben Brewerton / Georgia Mann
+44 (0)207 831 3113