REG - Adriatic Metals - Publication of Acquisition Q&A Document

Adriatic MetalsAnnouncement

29/07/2025 07:00

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RNS Number : 8877S  Adriatic Metals PLC  29 July 2025

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 THAT JURISDICTION

 

FOR IMMEDIATE
RELEASE

29 July 2025

 

Adriatic Metals Plc

Publication of Acquisition Q&A Document

On 13 June 2025, the Adriatic Board and the DPM Board announced that they had
reached agreement on the terms of a recommended acquisition of the entire
issued and to be issued ordinary share capital of Adriatic by DPM (the
"Acquisition"). It is intended that the Acquisition will be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").

On 14 July 2025, the Adriatic Board published a circular in relation to the
Scheme (the "Scheme Document"). Capitalised terms used in this announcement
shall, unless otherwise defined, have the same meanings as set out in the
Scheme Document.

Following the publication of the Scheme Document, the Adriatic Board has
received questions requesting further information in relation to the Scheme
and Acquisition. To clarify certain points in the Scheme Document, the
Adriatic Board has prepared a further document which addresses and clarifies
certain questions (the "Q&A Document"). The Q&A Document will be
available at https://www.adriaticmetals.com/investors/offer/
(https://www.adriaticmetals.com/investors/offer/) .

 

Enquiries:

 Adriatic Metals plc                                                 Tel: +44 (0) 7859 048228

 Klara Kaczmarek                                                     Klara.kaczmarek@adriaticmetals.com (mailto:Klara.kaczmarek@adriaticmetals.com)

 GM - Corporate Development

 RBC Capital Markets (Joint Financial Adviser and Corporate Broker)  +44 (0) 20 7653 4000

 Farid Dadashev / Mark Preston / Samuel Jackson

 Macquarie Capital (Joint Financial Adviser)                         +44 (0) 20 3037 2000

 Michael Clifton / Magnus Scaddan / Peter Cho

 

IMPORTANT NOTICES

RBC Capital Markets, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation Authority in
the United Kingdom, is acting as financial adviser exclusively to Adriatic and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Adriatic for providing the protections afforded to its
clients nor for providing advice in relation to the matters referred to in
this announcement. Neither RBC Europe Limited nor any of its affiliates,
directors or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in contract,
tort, in delict, under statute or otherwise) to any person who is not a client
of RBC Europe Limited in connection with the Acquisition or any matter
referred to herein.

Macquarie Capital (Europe) Limited ("Macquarie Capital"), which is regulated
by the FCA in the United Kingdom, is acting as financial adviser exclusively
for Adriatic and no-one else in connection with the matters set out in this
announcement. In connection with such matters, Macquarie Capital, its
affiliates and their respective directors, officers, employees and agents
(together, the "Macquarie Group") will not regard any other person as their
client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in connection
with the contents of this announcement or any other matter referred to herein.
To the maximum extent permitted by law, no member of Macquarie Group owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Macquarie Capital in connection with the matters
set out in this announcement, any statement contained herein or otherwise.
Macquarie Capital is not an authorised deposit-taking institution for the
purposes of the Banking Act 1959 (Commonwealth of Australia), and its
obligations do not represent deposits or other liabilities of Macquarie Bank
Limited ABN 46 008 583 542. Any investments are subject to investment risk
including possible delays in repayment and loss of income and principal
invested. Macquarie Bank Limited does not guarantee or otherwise provide
assurance in respect of the obligations of Macquarie Capital.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Adriatic in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document, which
contains the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be made only on
the basis of the information contained in the Scheme Document.

The Acquisition shall be subject to, among other things, English law and the
jurisdiction of the Court, and the applicable requirements of the Takeover
Code, the Panel, the LSE, the FCA, the TSX, the ASX and applicable securities
laws.

If you are in any doubt as to the contents of this announcement or the action
you should take, you are recommended to seek your own financial, tax and legal
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised under the Financial Services
and Markets Act 2000, if you are in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are taking
advice in a territory outside the United Kingdom.

 

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