Source - RNS
RNS Number : 2857J
Dragon Capital Investment
27 June 2017
 

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE

INCREASED MANDATORY CASH OFFER

by

DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")

for

DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")

27 June 2017

Summary

Increased Cash Offer

·        Further to its announcements on 30 May 2017 and 8 June 2017, the Board of DCI, a wholly owned subsidiary of Dragon Capital Holdings Limited incorporated in Cyprus, announces that it has increased its mandatory cash offer, for the whole of the issued and to be issued share capital of DUPD not already owned by the Dragon Capital Group ("Offer").

·        Under the terms of the increased Offer, Shareholders who accept the Offer will receive:

For each DUPD Share          15 pence in cash ("Offer Price")

·        The increased Offer represents a premium of approximately:

•   15.38 per cent. to the mandatory offer price of 13 pence per DUPD Share (being the price set out in the announcement dated 8 June 2017);

•   7.14 per cent. to the Closing Price per DUPD Share of 14 pence on 26 May 2017 (being the last Business Day prior to commencement of the Offer Period); and

•   6.16 per cent. to the Closing Price per DUPD Share of 14.13 pence on 26 June 2017 (being the last Business Day prior to this Announcement).

·        The Offer values the existing issued share capital of DUPD at approximately £16.4 million.

·        The Offer remains subject only to an acceptance condition at a level of DCI needing to acquire or agree to acquire (whether pursuant to the Offer or otherwise) DUPD Shares representing more than 50 per cent. of the voting rights then normally exercisable at a general meeting of DUPD.

·        DCI is publishing and sending to DUPD Shareholders today an Offer Document and Form of Acceptance containing the full terms of the Offer.

·        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 to which the Offer relates. Should DCI acquire or agrees 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 and thereafter to procure that the Company apply to be re-registered as a private limited company under the Companies Act.

·        The increased Offer remains subject to the Condition and further terms set out in the announcement made by DCI on 8 June 2017.

·        If any dividend or other distribution is authorised, declared, made or paid in respect of DUPD Shares on or after the date of this announcement, the Offer Price shall be reduced by the amount of any such dividend or other distribution.

This summary should be read in conjunction with the full text of the following Announcement including the Appendices. The Offer will be subject to the Condition and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance.

Appendix II sets out the sources and bases of certain financial and other information contained in this Announcement. Appendix III concerns the definitions of certain terms used in this Announcement.

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:

Dragon Capital Group

Natalia Sarguns

 

 

 

+380 44 490 7120

SPARK Advisory Partners - Financial adviser to Dragon Capital:

Mark Brady

Neil Baldwin

 

 

 

+44 (0) 203 368 3550

 

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.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, DCI is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of DCI under Rule 8 of the Code.

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 28 June 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.

 

 

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.

FOR IMMEDIATE RELEASE

27 June 2017

INCREASED MANDATORY CASH OFFER

by

DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")

for

DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")

1.          Introduction

Further to its announcements on 30 May 2017 and 8 June 2017, the Board of DCI, a wholly owned subsidiary of Dragon Capital Holdings Limited incorporated in Cyprus, announced its firm intention to make a mandatory cash offer, for the whole of the issued and to be issued share capital of DUPD not already owned by the Dragon Capital Group ("Offer")

DCI is pleased to announce today that it has increased its Offer.

2.          The Offer

The increased Offer will be made on the following basis:

for each DUPD Share            15 pence in cash

The increased Offer represents a premium of approximately:

•   15.38 per cent. to the mandatory offer price of 13 pence per DUPD Share (being the price set out in the announcement dated 8 June 2017);

•   7.14 per cent. to the Closing Price per DUPD Share of 14 pence on 26 May 2017 (being the last Business Day prior to commencement of the Offer Period); and

•   6.16 per cent to the Closing Price per DUPD Share of 14.13 pence on 26 June 2017 (being the last Business Day prior to this Announcement).

The Offer values the existing issued share capital of DUPD at approximately £16.4 million.

DUPD Shares will be acquired by DCI pursuant to the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made in the future.

If any dividend or other distribution is authorised, declared, made or paid in respect of DUPD Shares on or after the date of this announcement, the offer price shall be reduced by the amount of any such dividend or other distribution.

In accordance with Rule 9 of the Code, 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.

The formal Offer, together with the procedure for acceptance is contained in a letter from DCI set out in the Offer Document and, in relation to DUPD Shares held in certificated form, the accompanying Form of Acceptance, which is being published and sent to DUPD Shareholders today. 

The Offer and acceptances thereof will be subject to English law and the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel and the AIM Rules.

3.          Information on DCI and the Dragon Capital Group

DCI is a wholly owned subsidiary of Dragon Capital Holding Limited. 

Dragon Capital Group is one of Ukraine's leading groups of companies working in the field of investment and financial services, offering a comprehensive range of services in equities and fixed income sales, trading and research, investment banking, private equity and asset management to institutional, corporate and private clients.  Further information about Dragon Capital and its activities can be found on its website, www.dragon-capital.com.

Tomas Fiala, a non-executive director of DUPD, is the sole shareholder, managing director and ultimate controller of the Dragon Capital Group. Mr Fiala has over twenty years' experience in Central and Eastern European securities markets. He started his career at Bayerische Vereinsbank in Prague in 1994, continuing studies at the Prague University of Economics. In 1995, he joined Wood & Co., a leading regional investment bank, and was sent a year later to Ukraine to establish and run their office in the country. Under his leadership, Wood & Co. became the largest investment bank in Ukraine. Following the 1998 financial crisis, he moved to Wood's Warsaw office to launch their online brokerage. In 2000, Tomas initiated the founding of Dragon Capital. Since its foundation, Tomas has been the CEO of Dragon Capital.

4.          Information relating to DUPD

DUPD, which was established in February 2007 and admitted to trading on AIM in June 2007, was formed to invest in the development of new commercial properties and the re-development of existing properties in Ukraine which, in 2007, appeared to offer the prospect of attractive returns.  At that time DCM Limited was appointed to provide advisory, investment management and monitoring services to DUPD in respect of property development opportunities in Ukraine.

According to its published annual report and accounts for the year ended 31 December 2016 DUPD incurred a USD 4.69 million loss from operating activities in the year to 31 December 2016 (2015: USD 33.97 million loss), USD 2.25 million of which was attributable to the decrease in fair value of Company's projects (2015: USD 31.3 million decrease). As a result, the Company's Net Asset Value decreased by USD 10.7 million to USD 47.69 million as of 31 December 2016.

DUPD held a cash balance of USD 7.8 million and no debt at either the holding company level or project level as of 31 December 2016. 

DUPD published its annual report and accounts for the year ended 31 December 2016 on 19th May 2017.  The annual report and accounts is available on DUPD's website.

5.          Background to and reasons for the Offer

Given the difficult economic environment in Ukraine, DUPD remains primarily focused on pursuing an orderly realisation strategy while only modestly and prudently investing in the development of existing residential properties that have demonstrated the ability to generate cash.

The DCI Directors' believe that the continuation of the current unstable business environment in Ukraine is likely to continue to negatively affect DUPD's results and financial position in a manner not currently determinable.

As a result of DUPD's continued focus on realisations and prudent investment policy, DUPD was able at the end of 2014 to declare a distribution of USD 6.0 million on 29 December, 2014.  On 29 January 2016, the DUPD Board announced an additional distribution of USD 6.0 million which was paid in February 2016.  However, DUPD's annual report and accounts for the year ended 31 December 2016 state that at the time of writing no further distributions are planned in 2017 as a significant portion of cash proceeds from sales in 2016 have been reinvested in the Obolon Residences and Green Hills projects.  As at 31 December 2016, DUPD had a cash balance of USD 7.8 million (compared to USD 15.9 million as at 31 December 2015).

The Offer is intended to give DUPD Shareholders an opportunity to realise their investments in DUPD without having to wait for the Ukrainian economy and real estate market to improve or for DUPD to realise more of its properties in order to make further distributions.

6.          Interests in DUPD Shares

Tomas Fiala, a non-executive director of DUPD, is the sole shareholder, managing director and ultimate controller of the Dragon Capital Group which acquired 6,831,500 DUPD Shares (6.25 per cent.) during the first (June 2007) and second (November 2007) share issues. Mr Fiala was also a director of Dragon Capital Partners which received 1,698,416 DUPD Shares (1.55 per cent.) to settle 70 per cent. of its performance fee for 2007.

Through a series of market purchases in 2011 (totalling 1,274,153 DUPD Shares) and 2012 (totalling 6,281,158 DUPD Shares) the holding of the Dragon Capital Group in DUPD increased to 16,085,227 DUPD Shares or 14.71 per cent. of DUPD's issued share capital.

During 2013 the Dragon Capital Group made additional market purchases of 2,842,595 DUPD shares, which resulted in a total shareholding of 18,927,822 DUPD Shares, or 17.31 per cent. of DUPD's issued share capital.

In January 2016 Dragon Capital Group sold 47,930 DUPD Shares bringing its shareholding to 18,879,892 or 17.26 per cent. of DUPD's issued share capital.

On 21 June 2016 Dragon Capital Group sold 8,000 DUPD Shares at a price of 12.65 pence per DUPD Share and 4,321 DUPD Shares at a price of 12.565 pence per ordinary share bringing its shareholding to 18,865,571 DUPD Shares representing 17.25 per cent. of the issued share capital of DUPD.

On 22 June 2016 Dragon Capital Group purchased 366,300 DUPD Shares at a price of 11.726 pence per DUPD Share bringing its shareholding to 19,233,871 DUPD Shares representing 17.59 per cent. of DUPD's issued share capital.

On 4 July 2016 Dragon Capital Group purchased 210,258 ordinary shares at a price of 12.689 pence per DUPD Share, and sold 11,000 DUPD Shares at a price of 12.5 pence per DUPD Share.

On 21 February 2017 Dragon Capital Group purchased 4,674,460 DUPD Shares at a price of 13 pence per DUPD Share.

As noted above on 30 May 2017, DCI announced that it had acquired 11,687,200 DUPD Shares from an institutional shareholder at a price of 12.75 pence per Share representing approximately 10.69 per cent. of the issued share capital of DUPD. Following this share purchase, the Wider Dragon Capital Group now holds 35,794,789 DUPD Shares representing 32.73 per cent. of the issued share capital of DUPD.

The interests of DCI and its connected persons in DUPD Shares are set out in paragraph 11 below. Save in respect of these interests, as at close of business on 26 June 2017, being the last Business Day before the date of this Document, 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).

7.          Intentions of DCI

DUPD has no employees, no pension scheme and no offices.  It is managed by DCM Limited, part of the Dragon Capital Group, pursuant to the terms of the Fourth Revised Management Agreement.

DCI is not proposing, following any increase in its shareholding as a result of the Offer, to seek any change in the general nature of the DUPD's business, and does not currently intend to take any action to alter the management of DUPD, the continued appointment of its directors, the role of DCM Limited pursuant to the Fourth Revised Management Agreement as amended, the location of the Company's places of business, and the deployment of the Company's assets. As DUPD has no pension scheme DCI does not propose to set up, make employer contributions, accrue benefits or admit new members to any such scheme.

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 to which the Offer relates. Should DCI acquire or agrees 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 apply 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 and thereafter to procure that the Company apply to be re-registered as a private limited company under the Companies Act.

The DCI directors believe that, in the event the Offer is successful, it will have no effect on the continued employment of the employees and management of DCI and its subsidiaries and will lead to no material change in their conditions of employment or DCI's strategic plans for its business or the locations of DCI's places of business.

8.          Financing of the Offer

On the basis that there are 109,361,515 DUPD Shares in issue at the date of this Announcement and the Dragon Capital Group already own 35,794,789 DUPD Shares, representing 32.73 per cent. of the issued share capital of DUPD, the amount required to enable DCI to satisfy the cash consideration under the Offer is approximately £11,035,009.  DCI is providing the cash consideration payable under the Offer from its existing cash resources.

SPARK Advisory Partners is satisfied that sufficient financial resources are available to DCI to satisfy in full the cash consideration payable to DUPD Shareholders under the terms of the Offer.

9.          Unissued DUPD Shares

As at the date of this document DUPD has no options or warrants in issue.

10.         Further terms and conditions of the Offer

The Offer remains subject to the Condition and further terms set out in the Announcement made by DCI in accordance with Rule 2.7 of the Code on 8 June 2017 (the "Rule 2.7 Announcement") and to the full terms and conditions set out in the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance.

11.         Interests in relevant DUPD Shares

As at the close of business on the 26 June 2017 (being the latest practicable date prior to the publication of this announcement):

11.1.  the Wider Dragon Capital Group held the following interests in relevant DUPD securities;

Name

No of DUPD Shares

Percentage of DUPD Shares

Dragon Capital Investments

18,779,541

17.17%

Dragon Capital Holding Limited

11,988,876

10.96%

Dragon Capital (Cyprus) Limited

5,026,371

4.60%

DRGN Limited

1

0%

11.2.  the interests of the DCI Directors and their respective immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant DUPD securities (excluding options which are disclosed in paragraph 3 below) were as follows:

Name

Number of DUPD Shares

Eleni Laou

-

Androula Charilaou

-

11.3.  no options have been granted to DUPD Directors:

12.         Concert Party

12.1.  In addition to DCI, and the DCI Directors, the persons who are, for the purposes of the Code, acting, or deemed to be acting, in concert with DCI are:

Name

Type

Registered office

Relationship with DCI

Dragon Capital Holding Limited

Holding Company

Ledra House, Agiou Pavlou 15, Agios Andreas, P.C. 1105, Nicosia, Cyprus

Holding company

Dragon Capital (Cyprus) Limited

Financial Services Company

1, Bouboulinas Street, Bouboulina Building - Office 43, CY-1060 Nicosia

Subsidiary of same holding company

DRGN Limited

Subsidiary

 P.O. Box 3175, Road Town, Tortola, British Virgin Islands

Subsidiary of same holding company

Tomas Fiala

Director

49 Kruglouniversitetska str., apt. 13, Kyiv, Ukraine

Director, sole shareholder and ultimate controller of Dragon Capital*

SPARK Advisory Partners Limited

Adviser

5 St John's Lane, Farringdon, London EC1M 4BH

Financial adviser in relation to the Offer

* Tomas Fiala holds all the shares of DCH through Conebond Limited, a Cypriot registered company wholly owned by him, whose registered office is at Ledra House, Agiou Pavlou 15, Agios Andreas, P.C. 1105, Nicosia, Cyprus.

12.2.  SPARK Advisory Partners has no interest in relevant DUPD securities.

13.         Overseas Shareholders

The availability of the Offer to DUPD Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to Overseas Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

14.         Documentation

The Offer Document is being sent to DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) today. DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) who hold DUPD Shares in certificated form are also being sent Forms of Acceptance together with the Offer Document. The Offer Document will also be available to all DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) at no charge to them on Dragon Capital Group's website at https://rule9offerdci.dragon-capital.com. DUPD Shareholders are urged to read the Offer Document and, for those holding DUPD Shares in certificated form, the accompanying Forms of Acceptance when they are sent to them because they contain important information.

15.         Consent

SPARK Advisory Partners has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which they appear.

16.         Display documents

Copies of the following documents will be published no later than 12 noon on 28 June 2017 on Dragon Capital Group's website at https://rule9offerdci.dragon-capital.com whilst the Offer remains open for acceptance:

(a)     this Announcement; and

(b)     the written consent provided by SPARK Advisory Partners as referred to in paragraph 15 above.

Enquiries:

DCI

Natalia Sarguns

 

 

+380 44 490 7120

SPARK Advisory Partners - Financial adviser to DCI:

Mark Brady

Neil Baldwin

 

 

 

+44 (0) 203 368 3550

 

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, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to DCI and no one else in connection with the Offer and will not be responsible to anyone other than DCI for providing the protections afforded to clients of SPARK Advisory Partners Limited or for providing advice in relation to the Offer or any matters referred to in this Announcement.

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.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, DCI is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of DCI under Rule 8 of the Code.

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 28 June 2017 until the end of the Offer Period. For the avoidance of doubt, the contents of the DCI 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.

 

APPENDIX I

CONDITION AND FURTHER TERMS OF THE INCREASED OFFER

The Increased Offer is a revision of the original Offer and shall be construed accordingly.

1.      Condition of the increased Offer

The increased Offer is subject to the same condition as that set out in Part A of Appendix I to the Rule 2.7 Announcement which shall be deemed to be incorporated in and form part of this Appendix.

Except where the context requires otherwise, any references in Part A of Appendix I to the Rule 2.7 Announcement to the "Offer" shall mean the increased Offer and any variation, renewal or extension of the increased Offer (as the case may be).

2.      Certain further terms of the increased Offer

The increased Offer is subject to the same further terms set out in Part B of Appendix I to the Rule 2.7 Announcement, save that references in Part B of Appendix I to the Rule 2.7 Announcement to the "Offer" shall be deemed to be references to the increased Offer.

 

APPENDIX II

SOURCES AND BASES

In this Announcement:

1.         The value attributed to the issued share capital of DUPD is based upon the 109,361,515 DUPD Shares in issue on 26 June 2017 (being the latest practicable date prior to the publication of this announcement).

2.         Unless otherwise stated, the financial information concerning DUPD has been extracted from the audited annual report and accounts for DUPD for the year ended 31 December 2016.

 

APPENDIX III

DEFINITIONS

Unless context requires otherwise, the definitions used in the Rule 2.7 Announcement also apply to this announcement together with the terms defined in the text of this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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