Minerva Bidco Limited
29 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONRECOMMENDED CASH OFFER
for
Jacques Vert plc ("Jacques Vert")
by
Minerva Bidco Limited ("Minerva Bidco")
OFFER DECLARED WHOLLY UNCONDITIONAL
Minerva Bidco announces that as at 1.00 p.m. on 28 December 2011, it had received valid acceptances under the Offer in respect of 5,510,813 Jacques Vert Shares, representing approximately 2.86 per cent. of the existing issued ordinary share capital of Jacques Vert. Accordingly, by virtue of such acceptances and the market purchases of Jacques Vert Shares made by Minerva Bidco (further details of which are set out below), as at 1.00 p.m. on 28
December 2011, Minerva Bidco together with persons deemed to be acting in concert with it has acquired or agreed to acquire, whether pursuant to the Offer or otherwise, approximately
66.72 per cent. of the existing issued ordinary share capital of Jacques Vert.
The Offer has therefore been declared unconditional in all respects.
The Offer will initially remain open for acceptance until 1.00 p.m. on 9 January 2012.
By virtue of market purchases made by Minerva Bidco in respect of 122,893,857 Jacques Vert Shares (representing approximately 63.85 per cent. of the existing issued ordinary share capital of Jacques Vert) subsequent to the posting of the offer document dated 19 December 2011 ("Offer Document"), Minerva Bidco now holds or has agreed to acquire, in aggregate
128,404,670 Jacques Vert Shares, comprising approximately 66.72 per cent. of the existing issued ordinary share capital of Jacques Vert.
Prior to the announcement of the Offer, irrevocable undertakings to accept the Offer were received by Minerva Bidco in respect of 2,383,465 Jacques Vert Shares, representing approximately 1.24 per cent. of the existing issued ordinary share capital of Jacques Vert.
As at 1.00 p.m. on 28 December 2011, being the latest practicable time prior to this announcement, valid acceptances in respect of 2,383,465 Jacques Vert Shares that are subject to these irrevocable undertakings had been received under the Offer, comprising approximately 1.24 per cent. of the existing issued ordinary share capital of Jacques Vert.
SettlementSettlement of the consideration to which any Jacques Vert Shareholder is entitled under the
Offer will be despatched (in the manner set out in, and subject to the provisions of, paragraph
13 of Part II of the Offer Document) to validly accepting Jacques Vert Shareholders or credited
to CREST accounts as appropriate (i) in the case of acceptances received, valid and complete in all respects, within 14 days of 29 December 2011, or (ii) in the case of acceptances received, valid and complete in all respects, after such date but while the Offer remains open for acceptance, within 14 days of such receipt.
If you hold your Jacques Vert Shares in certificated form (that is, not in CREST), and wish to accept the Offer the Form of Acceptance (enclosed with the Offer Document) must be completed and returned by post, together with the relevant share certificate(s) and/or other documents of title, in the enclosed reply-paid envelope or by hand (during normal business hours only) to Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible and in any event so as to be received no later than 1.00 p.m. on 9 January 2012.
If your Jacques Vert Shares are held in uncertificated form (that is, in CREST), acceptances should be made electronically through CREST so that the TTE Instruction settles no later than
1.00 p.m. on 9 January 2012 by following the procedure set out in paragraph 12.6 of Part II
and Part D of Appendix I to the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your sponsor will be able to send the necessary TTE Instruction to Euroclear.
Compulsory acquisition, de-listing and cancellation of admission to trading of Jacques Vert SharesIf Minerva Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Jacques Vert Shares to which the Offer relates and of the voting rights carried by those Jacques Vert Shares, Minerva Bidco intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Jacques Vert Shares on the same terms as the Offer.
Subject to any applicable requirements of the AIM Rules, Minerva Bidco intends to procure that Jacques Vert applies to the London Stock Exchange for the cancellation of trading in the Jacques Vert Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days after Minerva Bidco receives acceptances under the Offer and/or otherwise acquires or contracts to acquire, 75 per cent. or more in nominal value of the Jacques Vert Shares. The cancellation of trading of Jacques Vert Shares will significantly reduce the liquidity and marketability of any Jacques Vert Shares not acquired by Minerva Bidco.
It is also intended that assuming the cancellation of trading of Jacques Vert Shares on AIM, Jacques Vert will be re-registered as a private company.
Terms defined in the Offer Document have the same meaning in this document
Enquiries:
Zeus Capital Limited(Financial Adviser to Minerva Bidco)
Richard Hughes Tel: 0161 831 1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting
exclusively for Minerva Bidco and for no one else in
connection with the Offer and is not advising any other
person or treating any other person as its client in relation
thereto and will not be
responsible to anyone other than Minerva Bidco for providing
the protections afforded to clients of Zeus Capital, or for
giving advice to any other person in relation to the Offer,
the contents of this announcement or any other matter
referred to herein.
This announcement is not intended to and does not constitute
an offer to sell, or form part of, or constitute the
solicitation of an offer to purchase or subscribe for or an
invitation to purchase, any securities.
This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders are advised to
read carefully the Offer Document. The proposal for the Offer
is being made solely through the Offer Document (as amended
by this announcement) and the accompanying Form of
Acceptance, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer.
Please read carefully the Offer Document in its entirety
before making a decision with regards to the Offer. Any
acceptance or other response to the proposals should be made
on the basis of the information in the Offer Document.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 City 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(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 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. 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.
Overseas Jurisdictions
The release, publication or distribution of this announcement
in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should
inform themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction
outside of England.
In particular, this announcement is not an offer which is
being made, directly or indirectly, in or into or by the use
of the mails of, or by any means or instrumentality
(including, without limitation, email, facsimile
transmission, telex, telephone, the internet or other forms
of electronic transmission) of interstate or foreign
commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility
from or within a Restricted Jurisdiction.
distribué par | Ce noodl a été diffusé par Jacques Vert plc et initialement mise en ligne sur le site http://www.jacques-vert-plc.co.uk. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2011-12-30 07:29:22 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
29 December 2011 Offer Declared Wholly Unconditional |