Offer Document Posted - La Mancha TSX:LMA
20.07.2012 | Marketwired
FOR IMMEDIATE RELEASE
WEATHER INVESTMENTS II S.A.R.L. MAILS OFFER AND TAKE-OVER BID CIRCULAR
TO LA MANCHA RESOURCES INC. SHAREHOLDERS
LUXEMBOURG - (Marketwire - Jul 20, 2012) - Weather Investments II S.A.R.L. ("Weather II") and La Mancha Resources Inc. (TSX: LMA) ("La Mancha") announced today that Weather II, through one of its wholly-owned indirect subsidiaries (the "Offeror"), has commenced its offer to acquire all of the outstanding shares ("Common Shares") of La Mancha for $3.50 per Common Share in cash (the "Offer") and mailed the Offer and take-over bid circular to La Mancha shareholders. The directors' circular of the board of directors of La Mancha has been concurrently mailed with the Offer and take-over bid circular.
The board of directors of La Mancha, after receiving the recommendation of the special committee of independent directors and a fairness opinion from its financial advisor, has unanimously determined that the Offer is fair to the holders of Common Shares and has agreed to recommend to La Mancha shareholders that they accept the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Montreal time) on August 27, 2012, unless extended, and is conditional upon, among other things, there having been validly deposited (and not withdrawn), together with any Common Shares owned or controlled by the Offeror and its affiliates, at least 62.8% of the outstanding Common Shares (on a fully-diluted basis).
Full details of the Offer are contained in the take-over bid circular of the Offeror and the La Mancha directors' circular, copies of which are available under La Mancha's profile at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-564-6253 or by email at corporateactions@computershare.com . The information agent for the Offer is Georgeson Shareholder Communications Canada Inc. Inquires should be directed to the information agent tollfree at 1-866-676-2882 or askus@georgeson.com . Additional copies of these documents may also be obtained on request from the information agent.
About Weather Investments II S.A.R.L.
Weather Investments II S.A.R.L. is one of the many successful businesses managed by Mr.Naguib Sawiris. The wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel development industries.
About La Mancha Resources Inc.
La Mancha Resources Inc. is an international gold producer based in Canada with operations, development projects and exploration activities in Africa, Australia and Argentina. La Mancha's shares trade on the Toronto Stock Exchange (TSX) under the symbol "LMA". For more information, visit the Company's website at www.lamancha.ca .
For further information, please contact:
Forward-Looking Information:
This press release contains forward-looking statements relating to the proposed acquisition of La Mancha. Statements based on management's current expectations contain known and unknown inherent risks and uncertainties. Actual results may vary from forecasts. The reader should not place undue faith in forward-looking information. The completion of the transactions contemplated by the support agreement entered into by and between La Mancha and Weather II, dated July 13, 2012, is subject to certain conditions. Failure to complete such transactions could have a material adverse effect on the trading price of shares of the La Mancha.
This information is provided by RNS
The company news service from the London Stock Exchange
END
Contacts:
RNS Customer Services
0044-207797-4400
Email Contact
http://www.rns.com
WEATHER INVESTMENTS II S.A.R.L. MAILS OFFER AND TAKE-OVER BID CIRCULAR
TO LA MANCHA RESOURCES INC. SHAREHOLDERS
LUXEMBOURG - (Marketwire - Jul 20, 2012) - Weather Investments II S.A.R.L. ("Weather II") and La Mancha Resources Inc. (TSX: LMA) ("La Mancha") announced today that Weather II, through one of its wholly-owned indirect subsidiaries (the "Offeror"), has commenced its offer to acquire all of the outstanding shares ("Common Shares") of La Mancha for $3.50 per Common Share in cash (the "Offer") and mailed the Offer and take-over bid circular to La Mancha shareholders. The directors' circular of the board of directors of La Mancha has been concurrently mailed with the Offer and take-over bid circular.
The board of directors of La Mancha, after receiving the recommendation of the special committee of independent directors and a fairness opinion from its financial advisor, has unanimously determined that the Offer is fair to the holders of Common Shares and has agreed to recommend to La Mancha shareholders that they accept the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Montreal time) on August 27, 2012, unless extended, and is conditional upon, among other things, there having been validly deposited (and not withdrawn), together with any Common Shares owned or controlled by the Offeror and its affiliates, at least 62.8% of the outstanding Common Shares (on a fully-diluted basis).
Full details of the Offer are contained in the take-over bid circular of the Offeror and the La Mancha directors' circular, copies of which are available under La Mancha's profile at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-564-6253 or by email at corporateactions@computershare.com . The information agent for the Offer is Georgeson Shareholder Communications Canada Inc. Inquires should be directed to the information agent tollfree at 1-866-676-2882 or askus@georgeson.com . Additional copies of these documents may also be obtained on request from the information agent.
About Weather Investments II S.A.R.L.
Weather Investments II S.A.R.L. is one of the many successful businesses managed by Mr.Naguib Sawiris. The wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel development industries.
About La Mancha Resources Inc.
La Mancha Resources Inc. is an international gold producer based in Canada with operations, development projects and exploration activities in Africa, Australia and Argentina. La Mancha's shares trade on the Toronto Stock Exchange (TSX) under the symbol "LMA". For more information, visit the Company's website at www.lamancha.ca .
For further information, please contact:
Weather II
Weather II Investments Public public-relation@weathertwo.com
S.a.r.l Relations
Societe Generale Jan Sanders Tel: +44 20 7762 4656
(Sole Financial Advisor) E-mail: jan.sanders@sgcib.com
Matthew Harker Tel: +44 20 7676 6345
E-mail:matthew.harker@sgcib.com
La Mancha
Corporate Development Martin Amyot Tel: (514)- 987-5115 ext. 25
E-mail: info@lamancha.ca
Investor Relations Nicole Blanchard Tel: (514)- 987-5115 ext. 26
E-mail: nblanchard@lamancha.ca
Forward-Looking Information:
This press release contains forward-looking statements relating to the proposed acquisition of La Mancha. Statements based on management's current expectations contain known and unknown inherent risks and uncertainties. Actual results may vary from forecasts. The reader should not place undue faith in forward-looking information. The completion of the transactions contemplated by the support agreement entered into by and between La Mancha and Weather II, dated July 13, 2012, is subject to certain conditions. Failure to complete such transactions could have a material adverse effect on the trading price of shares of the La Mancha.
This information is provided by RNS
The company news service from the London Stock Exchange
END
Contacts:
RNS Customer Services
0044-207797-4400
Email Contact
http://www.rns.com