REG - Adriatic Metals - RECOMMENDED SHARE AND CASH OFFER

MacquarieAnnouncement

05/09/2025 08:16

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RNS Number : 1199Y  Adriatic Metals PLC  05 September 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

5 September 2025

 

RECOMMENDED SHARE AND CASH OFFER

for

Adriatic Metals Plc ("Adriatic")

by

Dundee Precious Metals Inc. ("DPM")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

RESULTS OF ELECTIONS UNDER THE MIX AND MATCH FACILITY

On 13 June 2025, the Adriatic Board and 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"). The Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006.

On 14 July 2025, the scheme document in respect of the Acquisition (the
"Scheme Document") was published and made available to Adriatic Shareholders.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London time unless otherwise specified.

On 29 August 2025, Adriatic announced that the High Court of Justice in
England and Wales had sanctioned the Scheme at the Court Sanction Hearing held
on that date and on 3 September 2025, Adriatic and DPM announced that the
Scheme had become effective in accordance with its terms and that the
Acquisition had been completed.

Under the Scheme,  Scheme Shareholders (other than CDN) on the register of
members of Adriatic at the Scheme Record Time, being 6.00 p.m. on 1 September
2025, and Adriatic CDI Holders on the CDI Register at the CDI Record Time,
being 7.00 p.m. (AEST) on 1 September 2025, are entitled to receive 0.1590 New
DPM Shares and 93 pence in cash for each Adriatic Share held (the "Base
Consideration"), subject to any adjustments to such consideration resulting
from valid Mix and Match Elections made pursuant to the Mix and Match
Facility.

The deadline for receipt of valid Mix and Match Elections under the Mix and
Match Facility was 1.00 p.m. on 22 August 2025 (or 5.00 p.m. (AEST) on 22
August 2025 for Adriatic CDI Holders).

Under the Mix and Match Facility, there were 234,317,959 valid Mix and Match
Elections received from Scheme Shareholders and Adriatic CDI Holders for more
New DPM Shares, equating to approximately 67.8 per cent. of the aggregate
number of Adriatic Shares. There were 6,922,939 valid Mix and Match Elections
received from Scheme Shareholders and Adriatic CDI Holders for more cash,
equating to approximately 2 per cent. of the aggregate number of Adriatic
Shares.

The ability to satisfy valid Mix and Match Elections was dependent upon Scheme
Shareholders or Adriatic CDI Holders making equal and opposite elections.

Scheme Shareholders and Adriatic CDI Holders who made valid Mix and Match
Elections for more cash have had their valid Mix and Match Elections satisfied
in full. In respect of the Adriatic Shares for which valid Mix and Match
Elections have been received for more cash, Scheme Shareholders or Adriatic
CDI Holders will receive £2.67741 per Adriatic Share.

Scheme Shareholders and Adriatic CDI Holders who made valid Mix and Match
Elections for more New DPM Shares have had their Mix and Match Elections
scaled back on a pro rata basis by approximately 94.44 per cent. so that
approximately 5.55 per cent. of valid Mix and Match Elections for more New DPM
Shares has been satisfied. In respect of the Adriatic Shares for which valid
Mix and Match Elections for more New DPM Shares which have been satisfied,
Scheme Shareholders or Adriatic CDI Holders will receive 0.243622383985 of a
New DPM Share per Adriatic Share. The remainder shall be satisfied by
reference to the Base Consideration.

Scheme Shareholders or Adriatic CDI Holders who did not make valid Mix and
Match Elections have not participated in the Mix and Match Facility, and in
such instances, Scheme Shareholders or Adriatic CDI Holders will receive the
Base Consideration for each Adriatic Share held.

The latest date for settlement of the cash and share consideration in relation
to the Acquisition is 17 September 2025.

Full details of the Acquisition are set out in the Scheme Document published
on 14 July 2025.

Enquiries

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

 Farid Dadashev, Mark Preston, James Agnew and Samuel Jackson
 Macquarie Capital (Joint Financial Adviser to Adriatic)                         +44 (0) 20 3037 2000

 Michael Clifton, Magnus Scaddan and Peter Cho
 Stifel Nicolaus Europe Limited (Capital Markets Adviser to Adriatic)            +44 (0) 20 7710 7600

 Ashton Clanfield and Varun Talwar
 Burson Buchanan (PR Adviser to Adriatic)                                        +44 (0) 20 7466 5000

 Bobby Morse and Christopher Jones                                               adriatic@buchanan.uk.com

 DPM                                                                             +1 416 219 6177

 David Rae and Jennifer Cameron
 BMO (Financial Adviser to DPM)                                                  +44 (0) 207 236 1010

 Gary Mattan, Thomas Rider and Nick Macann
 Tavistock (PR Adviser to DPM)                                                   +44 (0) 207 920 3150

 Gareth Tredway and Tara Vivian-Neal

Herbert Smith Freehills Kramer LLP is acting as legal adviser to Adriatic as
to English law and Australian law in connection with the Acquisition. Stikeman
Elliott LLP is acting as legal adviser to Adriatic as to Canadian law in
connection with the Acquisition.

Bryan Cave Leighton Paisner LLP is acting as legal adviser to DPM as to
English law in connection with the Acquisition. Cassels Brock & Blackwell
LLP is acting as legal adviser to DPM as to Canadian law in connection with
the Acquisition. Gilbert + Tobin is acting as legal adviser to DPM as to
Australian law in connection with the Acquisition.

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.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Adriatic and for
no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Adriatic or providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement. Neither Stifel, nor any of its
affiliates, 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 Stifel in connection with this
Announcement, any statement contained herein or otherwise.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for DPM and no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement
and will not be responsible to anyone other than DPM for providing the
protections afforded to clients of BMO nor for providing advice in relation to
any matter referred to in this announcement. Neither BMO nor any of its
affiliates 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 BMO in connection with this
announcement, any statement contained herein or otherwise.

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.

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.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

This announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.

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
mailing of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Adriatic or DPM for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Adriatic or DPM respectively.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

Overseas Shareholders

The availability of the Acquisition and/or the New DPM Shares in, and the
release, publication or distribution of this announcement in or into or from
jurisdictions other than the United Kingdom or Australia may be restricted by
law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements of their jurisdictions. This
announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to the Scheme Document or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

Persons who are not resident in the United Kingdom or Australia should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by DPM or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction. Accordingly, 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 or into or from any Restricted Jurisdiction or any
other jurisdiction where to do so would constitute a violation of the laws of,
or require registration thereof in, that jurisdiction and any persons
receiving this announcement and all such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such documents in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Acquisition. If
the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into or from, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The availability of New DPM Shares pursuant to the Acquisition to Adriatic
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Adriatic
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

Further details in relation to Overseas Shareholders are included in the
Scheme Document.

Notice to Australian Adriatic CDI Holders

The New DPM Shares to be offered to Adriatic Shareholders under the
Acquisition are proposed to be offered in Australia in reliance on ASIC
Corporations (Compromises or Arrangements) Instrument 2015/358 which provides
disclosure relief for the offer of securities for issue or sale under a
foreign compromise or arrangement made in accordance with the laws in force in
the United Kingdom, being an eligible foreign country. Neither this
announcement nor any other offering or marketing material relating to the
Scheme or the New DPM Shares constitutes a disclosure document, prospectus,
scheme booklet or product disclosure statement under Part 5.1, Part 6D.2 or
Chapter 7 of the Australian Corporations Act 2001 (Cth) and this announcement
has not been, and will not be, lodged with the Australian Securities and
Investments Commission. This announcement does not contain the information
required to be contained in a disclosure document, prospectus, scheme booklet
or product disclosure statement for the purposes of the Australian
Corporations Act. Neither this announcement, nor any other offering or
marketing material relating to the New DPM Shares or the Acquisition, may be
made available or distributed in Australia other than to Adriatic Shareholders
with a registered address in Australia and their advisors and in compliance
with Australian law. Failure to comply with this restriction may contravene
applicable Australian law.

If DPM were to exercise its right (with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer and determines to extend such Takeover
Offer into Australia, DPM may seek relief from the Australian Securities and
Investments Commission from the disclosure and secondary sale requirements of
Chapters 6D.2 and 6D.3 of the Australian Corporations Act in order to
distribute the offer document to Adriatic Shareholders in Australia in respect
of Adriatic CDIs listed on the ASX.

Notice to New Zealand holders of Adriatic Shares

Neither this announcement nor any other offering or marketing material
relating to the Scheme or the New DPM Shares is a New Zealand disclosure
document and has been registered, filed with or approved by any New Zealand
regulatory authority under or in accordance with the Financial Markets Conduct
Act 2013 or any other New Zealand law. The offer of New DPM Shares under the
Scheme is being made to Adriatic Ordinary Shareholders and Adriatic CDI
Holders with registered addresses in New Zealand in reliance on the Financial
Markets Conduct (Incidental Offers) Exemption Notice 2021 and, accordingly,
this announcement is not a product disclosure statement under the Financial
Markets Conduct Act 2013 and may not contain all the information that a
disclosure document is required to contain under New Zealand law.

Notice to US holders of Adriatic Shares

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the Companies Act. A
transaction effected by a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to the disclosure requirements and practices applicable
to schemes of arrangement involving a company incorporated in England and
listed on the LSE and the ASX, which differ from the disclosure requirements
of US tender offer rules.

The New DPM Shares to be issued pursuant to the Acquisition have not been
registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act.

The New DPM Shares to be issued pursuant to this Acquisition by means of a
scheme of arrangement are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act, pursuant to the
exemption from registration set forth in Section 3(a)(10) thereof. Adriatic
Ordinary Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Adriatic or DPM
prior to, or of DPM after, the Effective Date will be subject to certain US
transfer restrictions relating to the New DPM Shares received pursuant to the
Scheme (as described below).

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereunder,
Adriatic will advise the Court through counsel that its sanctioning of the
Scheme will be relied on by DPM as an approval of the Scheme following a
hearing on the fairness of the terms and conditions of the Scheme to Adriatic
Shareholders, at which Court hearing all Adriatic Shareholders are entitled to
attend in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification has been given to all such
holders.

If DPM were to exercise its right (with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer and determines to extend such Takeover
Offer into the United States, such Takeover Offer will be made in compliance
with the applicable US laws and regulations, including, without limitation, to
the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and subject, in the case of participation by Adriatic Shareholders
resident in the United States, to the availability of an exemption (if any)
from the registration requirements of the US Securities Act and of the
securities laws of any state or other jurisdiction of the United States. Such
Takeover Offer would be made by DPM and no one else.

In accordance with normal United Kingdom practice, and pursuant to Rule
14e-5(b) of the US Exchange Act, DPM or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Adriatic outside of the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the LSE website at www.londonstockexchange.com.

US holders of Adriatic Shares should also be aware that the Acquisition
described in the Scheme Document may have tax consequences in the United
States and, that such consequences, if any, are not described herein. Each US
holder of Adriatic Shares is strongly advised to consult an appropriately
qualified independent, professional adviser immediately regarding the tax
consequences of the Scheme applicable to them, including under applicable
United States state and local, as well as overseas and other, tax laws.

Each US holder of Adriatic Shares is urged to consult his, her or its
independent professional adviser(s) immediately regarding the tax, legal, and
financial consequences of the Acquisition.

Neither the SEC nor any US state securities commission or any other US
regulatory authority has approved or disapproved the Acquisition and/or the
New DPM Shares to be issued in connection with the Acquisition, or determined
if the Scheme Document is truthful or complete. Any representation to the
contrary is a criminal offence in the United States.

It may be difficult for US holders of Adriatic Shares to enforce their rights
and any claims arising out of the US federal securities laws or the laws of
any state or territory within the United States in connection with the
Acquisition, since DPM and Adriatic are incorporated under the laws of a
non-US jurisdiction, and some or all of their respective directors and
officers may be residents of a non-US jurisdiction, and a substantial portion
of DPM's and Adriatic's assets and these non-resident persons are located
outside of the United States. US holders of Adriatic Shares may not be able to
sue a non-US company or its directors and officers in a non-US court for
violations of the US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to the
jurisdiction or judgment of a US court.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published or to be published by DPM and/or Adriatic, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of DPM and/or Adriatic (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the timing of certain events relating to the
Acquisition, the timing of the settlement and delivery of the securities to be
issued in connection with the Acquisition, and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts and may use forward-looking words, phrases and expressions such as
"anticipate", "target", "expect", "believe", "intend", "foresee", "predict",
"project", "estimate", "forecast", "intend", "plan", "budget", "scheduled",
"goal", "believe", "hope", "aims", "continue", "likely", "will", "may",
"might", "should", "would", "could", "seek", "plan", "scheduled", "possible",
"continue", "potential", "outlook", "target" or other similar words, phrases,
and expressions; provided that the absence thereof does not mean that a
statement is not forward-looking. Similarly, statements that describe
objectives, plans or goals are or may be forward-looking statements. These
statements are based on assumptions and assessments made by Adriatic and/or
DPM (as applicable) in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance, actions, achievements or developments to differ
materially from those expressed in or implied by such forward-looking
statements, because they relate to events and depend on circumstances that
will occur in the future. Although DPM and/or Adriatic believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement.

There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: changes in the global, political, economic, social,
business and competitive environments and in market and regulatory forces;
changes in future inflation, deflation, exchange and interest rates; changes
in tax and national insurance rates; future business combinations, capital
expenditures, acquisitions or dispositions; changes in general and economic
business conditions; changes in the behaviour of other market participants;
the anticipated benefits of the Acquisition not being realised as a result of
changes in general economic and market conditions in the countries in which
DPM and Adriatic operate; changes in or enforcement of national and local
government legislation, taxation, controls or regulations and/or changes in
the administration of laws, policies and practices; any public health crises,
pandemics or epidemics and repercussions thereof; safety and technology risks;
exposures to terrorist activity, IT system failures, cyber-crime, fraud and
pension scheme liabilities; changes to law and/or the policies and practices
of regulatory and governmental bodies; and any cost of living crisis or
recession. Specific reference is made to the most recent Annual Information
Form filed by DPM at www.sedarplus.ca for additional information on some of
the factors and risks that may affect DPM's ability to achieve the
expectations set forth in the forward-looking statements contained in this
announcement. Other unknown or unpredictable factors could cause actual
results, performance, actions, achievements or developments to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results,
performance, actions, achievements or developments may differ materially from
those expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.

Any forward-looking statement in this announcement speaks only as at the date
of this announcement. Neither DPM nor Adriatic, nor any of their respective
associates, directors, officers or advisers, 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.
Neither Adriatic nor DPM is under any obligation, and Adriatic and DPM
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

You are cautioned not to place any reliance on these forward-looking
statements. Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated. Due to the scale of Adriatic, there may be additional changes to
Adriatic's operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially greater or less
than those estimated. All subsequent oral or written forward-looking
statements attributable to DPM or Adriatic or any of their respective
associates, directors, officers, employees or advisers, or any person acting
on their behalf, are expressly qualified in their entirety by the cautionary
statement above.

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.

Rounding

Certain figures included in this announcement 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.

General

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 from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 if you are a resident in the United Kingdom or,
if not, from another appropriate authorised independent financial adviser.

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