REG - Downing Renew& Infra - Results of Court Meeting and General Meeting

Downing Renewables & Infrastructure TrustAnnouncement

01/08/2025 14:15

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RNS Number : 6843T  Downing Renewables & Infrastructure  01 August 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

 
 
 
               1 August 2025

 

RECOMMENDED CASH ACQUISITION

of

DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC

by

POLAR NIMROD TOPCO LIMITED

(a newly formed vehicle, wholly-owned by Bagnall Energy Limited)

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act

 

Results of Court Meeting and General Meeting

Downing Renewables & Infrastructure Trust plc ("DORE") announces that at
the Court Meeting and General Meeting held earlier today in connection with
the recommended cash offer made by Polar Nimrod Topco Limited ("Bidco") to
acquire the entire issued and to be issued ordinary share capital of DORE that
the Bagnall Group does not already own (the "Acquisition") all resolutions
were duly passed.

As previously announced, the Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme") and today:

(i)         the requisite majority of Scheme Voting Shareholders
present and voting (and entitled to vote) in person or by proxy, representing
not less than 75 per cent. in value of the Scheme Voting Shares voted by such
Scheme Voting Shareholders, voted in favour of the Scheme at the Court
Meeting; and

 

(ii)        the requisite majority of DORE Shareholders voted in favour
of the Special Resolution to implement the Scheme, including the adoption of
the proposed amendments to the DORE Articles, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in the scheme document published by DORE
on 10 July 2025 in connection with the Acquisition (the "Scheme Document").
The Scheme Document is available, free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
DORE's website at https://www.doretrust.com/announcement
(https://www.doretrust.com/announcement) . and on Bidco's website at
https://www.downing.co.uk/offer.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings given to them in the Scheme Document.

The total number of DORE Shares in issue at the Voting Record Time was
184,622,487, 14,498,223 of which were held in treasury. Consequently, the
total voting rights in DORE at the Voting Record Time was 170,124,264. The
total number of Scheme Voting Shares in issue at the Voting Record Time was
126,502,531, being the total number of DORE Shares in issue of 170,124,264,
less the 43,135,056 DORE Shares held by Bagnall (which are Excluded Shares)
and the 486,677 DORE Shares beneficially owned by Mr Tony McGing, Mrs Elaine
McGing and Mr Niall O'Reilly (Mr McGing, Mrs McGing and Mr O'Reilly each
having consented to be treated as a separate class of Scheme Shareholder not
entitled to attend or vote at the Court Meeting). Scheme Voting Shareholders
were entitled to one vote per Scheme Voting Share held at the Voting Record
Time at the Court Meeting and DORE Shareholders were entitled to one vote per
DORE Share held at the Voting Record Time at the General Meeting.

Voting Results of the Court Meeting

At the Court Meeting, a majority in number of the Scheme Voting Shareholders
who voted in person or by proxy, representing 41.93 per cent. by value of the
Scheme Voting Shares voted, voted in favour of the resolution to approve the
Scheme. The resolution proposed at the Court Meeting was passed on a poll. The
table below sets out the result of the poll at the Court Meeting.

 Results of Court Meeting  Scheme Voting Shares Voted      Scheme Voting Shareholders Voted*       Number of Scheme Voting Shares voted as a % of the Scheme Voting Shares
                                                                                                   eligible to be voted at the Court Meeting**
                           Number          %**             Number              %**
 For                       46,777,253      87.85           37                  97.37               36.98
 Against                   6,466,744       12.15           6                   15.79               5.11
 Total                     53,243,997      100.00          38                  113.16              42.09

 

*          Where a Scheme Voting Shareholder casts some of their
votes "For" and some of their votes "Against" the resolution, such Scheme
Voting Shareholder has been counted as having voted both "For" and "Against"
the resolution for the purposes of determining the number and percentage of
Scheme Voting Shareholders who voted as set out in this column. This also
results in the percentages in the fifth column of the above table being, in
total over 100 per cent.

**          Rounded to two decimal places.

Voting Results of the General Meeting

At the General Meeting, the requisite majority of DORE Shareholders voted on a
poll voted in favour of the Special Resolution necessary to implement the
Scheme. The table below sets out the results of the poll at the General
Meeting.

             Number of DORE Shares voted  % of DORE Shares voted***  Number of DORE Shares voted as a % of the issued ordinary share capital***
 For*        90,737,917                   87.51                      53.33
 Against     12,953,938                   12.49                      7.61
 Withheld**  14,594                       -                          -
 Total       103,691,855                  100.00                     60.95

 

*              Includes discretionary votes.

**           A vote withheld is not a vote in law and is not counted
in the calculation of the proportion of votes 'For' or 'Against' the Special
Resolution.

***         Rounded to two decimal places.

 

A copy of the Special Resolution passed at the General Meeting will be
submitted today to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Effective Date and Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part A of Part III (Conditions to, and certain
further terms of, the Acquisition and the Scheme) of the Scheme Document) have
been satisfied.

 

Completion of the Acquisition remains subject to the satisfaction, or, if
applicable, the waiver of the other Conditions set out in the Scheme Document,
including the Court sanctioning the Scheme at the Court Sanction Hearing to be
on a date expected to be on or not later than 21 days following the
satisfaction (or, where applicable, waiver) of the applicable Conditions set
out in Part A of Part III (Conditions to, and certain further terms of, the
Acquisition and the Scheme) of the Scheme Document.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 15 and 16 of the Scheme Document. These
times and dates are indicative only and the remaining dates are subject to
change. The dates will depend, among other things, on the date upon which (i)
the Conditions set out in Part III of the Scheme Document are satisfied or, if
capable of waiver, are waived; and (ii) the Court sanctions the Scheme. If
any of the dates and/or times in the expected timetable change, the revised
dates and/or times will be notified to DORE Shareholders by announcement
through a Regulatory Information Service with such announcement being made
available on DORE's website at https://www.doretrust.com/announcement
(https://www.doretrust.com/announcement) .

 

Enquiries:

 Dickson Minto Advisers (Financial Adviser to Bidco and Bagnall)

 Douglas Armstrong

 Andrew Manson                                                                   Tel: +44 (0) 20 7649 6823

                                                                                 Tel: +44 (0) 131 200 1605

 Bagnall                                                                         Tel: +44 (0) 20 7416 7780

 James Watson (Chair)

 Tony McGing

 Judith MacKenzie

 Camarco (PR Adviser to Bagnall)                                                 E: projectsnow@camarco.co.uk

 Jennifer Renwick                                                                Tel: +44 7928 471 013

 Rebecca Waterworth                                                              Tel: +44 7780 503 708

 DORE                                                                            via Singer Capital Markets

 Hugh Little (Chair)

 Singer Capital Markets (Financial Adviser, Rule 3 Adviser and Corporate Broker  Tel: +44 (0) 20 7496 3000
 to DORE)

 Alaina Wong

 Sam Butcher

 Cardew Group (PR Adviser to DORE)                                               E: DORE@cardewgroup.com

 Ed Orlebar                                                                      Tel: +44 (0) 20 7930 0777

 Tania Wild                                                                      +44 (0)7738 724630

 Henry Crane                                                                     +44 (0)7425 536903

                                                                                 +44 (0)7918 207157

Gowling WLG (UK) LLP is acting as legal adviser to DORE.

Dickson Minto LLP is acting as legal adviser to Bidco and Bagnall.

 

Important notices relating to financial advisers

 

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
Financial Adviser exclusively to DORE and no one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than DORE for
providing the protections afforded to clients of Singer Capital Markets or its
affiliates nor for providing advice in connection with any matter referred to
in this announcement. Neither Singer Capital Markets nor any of its affiliates
(nor their respective directors, officers, employees or agents) 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 Singer Capital Markets or its affiliates in
connection with this announcement, any statement contained herein, the
Acquisition, the Scheme or otherwise. No representation or warranty, express
or implied, is made by Singer Capital Markets as to the contents of this
announcement.

 

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Financial Adviser
exclusively to Bidco and Bagnall and no-one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than Bidco or
Bagnall for providing the protections afforded to clients of Dickson Minto
Advisers or its affiliates nor for providing advice in connection with any
matter referred to in this announcement. Neither Dickson Minto Advisers nor
any of its affiliates (nor their respective directors, officers, employees or
agents) 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 Dickson Minto Advisers or its
affiliates in connection with this announcement, any statement contained
herein, the Acquisition, the Scheme or otherwise. No representation or
warranty, express or implied, is made by Dickson Minto Advisers as to the
contents of this announcement.

 

Further information

 

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any 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 in DORE in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely through
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Scheme. Any voting decision or response in
relation to the Acquisition should be made solely on the basis of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document). DORE and Bidco urge DORE
Shareholders to read the Scheme because it  contains important information
relating to the Acquisition.

 

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 the
release 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.
This announcement does not constitute a prospectus or a prospectus equivalent
document.

 

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant, or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

 

Overseas shareholders

 

This announcement has been prepared in accordance with, and for the purpose
of, complying with English law, the Code, MAR, the DTRs and the UK Listing
Rules, 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 England.

 

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom (including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United
Kingdom to participate in the Acquisition or to vote their Scheme Voting
Shares or DORE Shares (as applicable) in respect of the Scheme at the Court
Meeting or the Special Resolution at the General Meeting, or to appoint
another person as proxy to vote at the Court Meeting or the General Meeting on
their behalf, may be affected by the laws of the jurisdictions in which they
are located or to which they are subject. Any failure to comply with the
applicable legal or regulatory requirements of any jurisdiction may constitute
a violation of the securities laws and regulations of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies, advisers and
persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.

 

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction or any
other jurisdiction where to do so would violate the laws or regulations in
that jurisdiction and no person may vote in favour of the Acquisition by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction   or from within any Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction.

 

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws or regulations of such jurisdiction and persons
receiving such documents (including, custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws or regulations of such jurisdiction. Doing
so may render invalid any related purported vote in respect of, or acceptance
of, the Acquisition.

 

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from
within any Restricted Jurisdiction.

 

The availability of the Acquisition to DORE Shareholders who are not resident
in the United Kingdom may be affected by the laws of the jurisdiction in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.

 

Further details in relation to DORE Shareholders in overseas jurisdictions are
contained in the Scheme Document.

 

The Acquisition is subject to, among other things, the applicable requirements
of the Companies Act, the Court, the Code, the Panel, the London Stock
Exchange, the FCA and the Registrar of Companies.

 

Additional information for US investors

 

The Acquisition relates to the shares of an English company and is expected to
be implemented by means of a scheme of arrangement provided for under the
Companies Act. A transaction implemented by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. The Acquisition is subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England whose shares are traded on the main market of the London Stock
Exchange, which differ from the disclosure requirements of the US tender offer
and proxy solicitation rules.

 

The financial information with respect to DORE included in this announcement
and in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have been prepared in
accordance with accounting standards applicable in the UK and may not
therefore be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. Generally accepted accounting
principles in the US differ in certain significant respects from accounting
standards applicable in the UK.

 

If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
US, the Acquisition will be made in compliance with applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.

 

The receipt of cash pursuant to the Acquisition by US DORE Shareholders as
consideration for the transfer of DORE Shares pursuant to the Scheme may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each DORE Shareholder
(including each US DORE Shareholder) is urged to consult their own
independent professional adviser immediately regarding the legal and tax
consequences of the Acquisition applicable to them.

 

Neither the SEC nor any US state securities commission has approved or
disapproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the US.

 

Each of DORE and Bidco is incorporated under the laws of England and Wales. In
addition, some or all of their respective officers and directors reside
outside the US, and some or all of their respective assets are or may be
located in jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those persons or
recovering against DORE or Bidco or their respective officers or directors on
judgments of US courts, including judgments based upon the civil liability
provisions of US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue DORE or Bidco or their
respective officers or directors in a non-US court for violations of US
securities laws.

 

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, to the extent applicable, Bidco or its
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, DORE Shares outside the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn, in compliance with
applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website at:
http://www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

Further details in relation to US investors in DORE are contained in the
Scheme Document.

 

Forward-looking statements

 

This announcement and the Scheme Document (including information incorporated
by reference into the Scheme Document) contain certain statements which are,
or may be deemed to be, "forward-looking statements". These statements are
prospective in nature and are not based on historical facts, but rather on the
current expectations and projections of the management of Bidco, Bagnall
and/or DORE  (as the case may be) about future events, and are, therefore,
naturally subject to risks, uncertainties and changes in circumstances that
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

 

Forward-looking statements often use words such as, without limitation,
"anticipate", "target", "expect", "estimate", "intend", "plan", "forecast",
"project", "goal", "believe", "aim", "will", "may", "hope", "continue",
"would", "could" or "should" or other words of similar meaning or the negative
thereof. Forward-looking statements include, but are not limited to,
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, financial conditions, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the operations of DORE or Bidco; and (iii) the
effects of government regulation on the business of DORE or Bidco. There are
many factors which could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Among such factors are
changes in global, political, economic, business, competitive, market and
regulatory forces, circumstances or conditions, future exchange and interest
rates, changes in tax rates and future business combinations or disposals.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.

 

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. Except as expressly provided in this
announcement, neither they nor any other statements have been reviewed by the
auditors of Bidco, Bagnall and/or DORE. By their nature, these forward-looking
statements involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that will or may occur in the
future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable,
none of Bidco, Bagnall and/or DORE can give any assurance that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. None of Bidco, Bagnall and/or DORE or their respective members,
directors, officers, employees, advisers or any person acting on behalf of one
or more of them, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.

 

Except as required by the FCA, the London Stock Exchange, the Part VI Rules or
any other applicable law and/or regulation, none of Bidco, Bagnall and/or DORE
or their respective members, directors, officers, employees, advisers or any
person acting on behalf of one or more of them, has any intention or accepts
any obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written forward-looking
statements attributable to Bidco, Bagnall, DORE or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.

 

 

Publication on websites

 

A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Code will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions), free
of charge, on DORE's website at https://www.doretrust.com/announcement and on
Bidco's website at https://www.downing.co.uk/offer by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement.

 

Neither the contents of these websites nor any website accessible from
hyperlinks is incorporated into, or forms part of, this announcement.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Code, DORE Shareholders and persons with
information rights may request a hard copy of this announcement, free of
charge, by contacting DORE's registrar, MUFG Corporate Markets (UK) Limited
("MUFG Corporate Markets") in accordance with the procedure set out
below. DORE Shareholders and persons with information rights may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition be sent in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent to you unless
you have previously notified DORE's registrar, MUFG Corporate Markets, that
you wish to receive all documents in hard copy form or unless requested in
accordance with the procedure set out below.

 

If calling from within the United Kingdom, you should contact MUFG Corporate
Markets on 0371 664 0300, or if calling from outside the United Kingdom, you
should call +44 (0) 371 664 0300 or by submitting a request in writing by post
to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
or by email to shareholderenquiries@cm.mpms.mufg.com. Calls are charged at
the standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 09:00 -17:30, Monday to Friday excluding public holidays in
England and Wales.

 

Information relating to DORE Shareholders

 

Please be aware that addresses, electronic addresses and certain other
information provided by DORE Shareholders, persons with information rights and
other relevant persons for the receipt of communications from DORE may be
provided to Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

 

Rounding

 

Certain figures included in this announcement and the Scheme Document have
been subjected to rounding adjustments. Accordingly, figures shown for the
same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange 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
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Right to switch to a Takeover Offer

 

Bidco reserves the right to elect, with the consent of the Panel (and subject
to the terms of the Co-operation Agreement), to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is
effected by way of a Takeover Offer, and such offer becomes or is declared
unconditional and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining DORE Shares in
respect of which the Takeover Offer has not been accepted.

 

General

 

If you are in any doubt about the contents of this announcement or the Scheme
Document or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.

 

Time

 

All times shown in this announcement are London, United Kingdom time, unless
otherwise stated.

 

Scheme process

 

In accordance with section 5 of Appendix 7 of the Code, DORE will announce
through a Regulatory Information Service key events in the Scheme process
including the outcome of the Court Sanction Hearing and that the Scheme has
become Effective.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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