RECOMMENDED CASH BID by GOLDEN INVESTMENTS LIMITED ("BidCo") (a company controlled by Mannai Corporation QSC ("Mannai") and EFG Capital Partners Management Limited ("EFG Hermes")) for DAMAS INTERNATIONAL LIMITED ("DIL")
Bid Update - Delisting of DIL Shares
On 5 April 2012, BidCo made a recommended cash bid for the entire issued and to be issued share capital of DIL (the "Bid") at a price of US$0.45 in cash for each DIL Share.
Capitalised terms used but not defined in this announcement have the same meaning as in the bid document dated 5 April 2012 (the "Bid Document").
Levels of acceptances of the Bid
As at 9.00 a.m. (Dubai time) on 13 May 2012, BidCo had received valid acceptances of the Bid in respect of 878,986,546 DIL Shares, representing approximately 88.86 per cent. of the issued share capital of DIL.
The Bid will remain open for acceptance until 2.00 p.m. (Dubai time) on 24 May 2012. A further announcement regarding acceptance levels at that date will be made on 25 May 2012.
Delisting
As holder of over 75 per cent. of the voting rights attaching to the issued share capital of DIL, BidCo has approved the delisting of DIL and DIL has accordingly applied for, and received, a waiver in respect of Listing Rule 40, Appendix 6.1 of the Offered Securities Rules of the DFSA Rulebook to shorten the notice period and permit BidCo to approve the delisting without the requirement to hold a general meeting. Further to this waiver, BidCo hereby gives notice that the cancellation of the listing of the DIL Shares on the Official List of Securities of NASDAQ Dubai and the cancellation of the trading of the DIL Shares on NASDAQ Dubai will take effect from 12 June 2012.
As explained in the Bid Document, delisting will significantly reduce the liquidity and marketability of any DIL Shares not assented to the Bid. Accordingly, DIL Shareholders who have not yet accepted the Bid are encouraged to do so before 2.00p.m. (Dubai time) on 24 May 2012, when the Bid is due to close (unless otherwise extended at BidCo's sole discretion).
Squeeze-out
As stated in the Bid Document, once BidCo has received valid acceptances of the Bid in respect of 90 per cent. or more of the DIL Shares to which the Bid relates, BidCo intends to exercise its rights pursuant to Article 75 of the Companies Law to acquire compulsorily the remaining DIL shares on the same terms as the Bid.
Acceptance procedure
If you are a DIL Shareholder, to accept the Bid in respect of your DIL Shares, you should complete and return a Letter of Transmittal to Deutsche Bank AG Dubai (DIFC) branch, acting as Tender Agent, in accordance with the procedures for acceptance set out in the Bid Document as soon as possible and, in any event, so as to be received by no later than 2.00 p.m. (Dubai time) on 24 May 2012.
If you are in any doubt as to how to accept or need additional copies of the Bid Document or Letter of Transmittal, please contact Faye Mulvaney at Deutsche Bank on +971 (0)4 428 3921 or at faye.mulvaney@db.com
Further information
The Bid Document is available on the websites of Mannai (www.mannai.com) and DIL (www.damasjewel.com), subject to certain restrictions relating to persons resident in Australia, Canada, Japan or any other Restricted Jurisdiction.
The Consortium and BidCo have been advised in relation to the Bid by EFG Hermes UAE Limited as financial adviser, Clifford Chance LLP as legal counsel and KPMG as financial due diligence adviser. Mannai and EFG Hermes have also received independent legal advice from Clifford Chance LLP and Freshfields Bruckhaus Deringer respectively. Deutsche Bank AG Dubai (DIFC) branch is acting as cash confirmation bank, tender agent and settlement agent.
DIL has been advised in relation to the Bid by Nomura International plc (Dubai branch) as financial adviser and Ashurst LLP as legal counsel. Nomura International plc (Dubai branch) has received legal advice from Allen & Overy LLP.
Neither the DFSA nor any other listing authority or equivalent has approved this announcement nor taken steps to verify the information set out in it, and neither the DFSA nor any other listing authority has any responsibility for it.
EFG Hermes UAE Limited, which is authorised and regulated by the DFSA, is acting as financial adviser to BidCo and no one else in connection with the contents of this announcement and the Bid and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of EFG Hermes UAE Limited nor for giving advice in relation to the Bid or any other matter or arrangement referred to in this announcement.
Deutsche Bank AG Dubai (DIFC) branch, which is authorised and regulated by the DFSA, is acting as cash confirmation bank, tender agent and settlement agent for BidCo and no one else in connection with the contents of this announcement and the Bid and neither Deutsche Bank AG Dubai (DIFC) branch nor any of its affiliates will be responsible to anyone for giving advice in relation to the Bid or any other matter or arrangement referred to in this announcement. Neither Deutsche Bank AG Dubai (DIFC) branch nor its affiliates shall be responsible for providing the protections afforded to clients of Deutsche Bank AG Dubai (DIFC) branch to any person other than BidCo.
Nomura International plc (Dubai Branch), which is authorised and regulated by the DFSA, is acting as financial adviser exclusively for DIL and no one else in connection with the contents of this announcement and the Bid and will not be responsible to anyone other than DIL for providing the protections afforded to clients of Nomura International plc (Dubai Branch) nor for giving advice in relation to the Bid or any other matter or arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase or subscribe for any securities pursuant to the Bid or otherwise. The Bid is made solely by the Bid Document, which contains the full terms and conditions of the Bid including details of how it may be accepted.
Any acceptance or other response to the Bid should be made only on the basis of information contained in the Bid Document despatched on 5 April 2012.
This announcement has been prepared in accordance with, and the Bid is subject to, the applicable rules and regulations of the DFSA and the laws of the DIFC. Any persons who are subject to the laws of, or residents of, any jurisdiction other than the DIFC, the United Kingdom and the United States should inform themselves about, and observe, any applicable requirements. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
The Bid is not being made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of Australia, Canada or Japan or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Australia, Canada or Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Bid are not being, and must not be, directly or indirectly, mailed, otherwise distributed or sent in, into or from Australia, Canada or Japan or any other Restricted 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.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per DIL Share for the current or future financial years will necessarily match or exceed the historical published earnings per DIL Share.
Enquiries to:
BidCo/DIL
Alekh Grewal (Mannai)
Tel: +974 4 455 8833
Karim Moussa (EFG Hermes)
Tel: +971 4 363 4000
Brunswick Group (PR Adviser to Mannai)
Alex Blake-Milton
Tel: +971 4 446 6273
NomuraInternational plc (Dubai branch) (Financial Adviser to DIL)
Sadik Hamami
Tel: +971 4 428 4509
Forward?looking statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forward?looking statements" concerning the Bid, BidCo, BidCo Group and DIL. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward?looking statements. The forward?looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or suggested in them. Many of these risks and uncertainties relate to factors that are beyond the ability of BidCo, BidCo Group and DIL to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. BidCo, BidCo Group and DIL assume no obligation in respect of, and do not intend to update or revise publicly, any of the forward?looking statements, except as required pursuant to applicable law.
Disclaimer:NASDAQ Dubai is not responsible for the content of issuer disclosures.
Press Release 2012
