RNS Number:0296R
Panther Securities PLC
17 October 2003
17th October, 2003
This announcement is not for release, publication or distribution in whole or in
part, in or into the United States of America, Canada, Australia, Japan or the
Republic of Ireland.
Offer by
John East & Partners Limited
on behalf of
Panther Securities PLC for
Oakburn Properties plc ("Oakburn")
Introduction
The Board of Panther announces the terms of an offer to be made by John East &
Partners on behalf of Panther for the whole of the issued and to be issued share
capital of Oakburn.
The Offer
The Offer which is subject to the conditions set out in Appendix I and further
terms set out in Appendix II and to be set out in the formal Offer Document and
in the Form of Acceptance when issued, will be made on the following basis:
For each Oakburn Share #5.60 in cash
The Offer values Oakburn's existing issued share capital at approximately #4.74
million, based on there being 845,968 Ordinary Shares in Oakburn in issue.
The Offer will extend to any Oakburn Shares allotted as a result of the exercise
of Oakburn Options while the Offer remains open for acceptance. To the extent
that any of the 144,000 Oakburn Options, which are currently outstanding, lapse
prior to the offer becoming or being declared unconditional in all respects, the
offer price will be increased of 5p per share for every 14,400 options that
lapse by that time and pro rata for any greater or lesser number of options that
so lapse. Accordingly, in the event that all the options currently outstanding
lapse by the time the offer becomes or is declared unconditional in all respects
the Offer will be #6.10 in cash for every Oakburn Share.
The Cash Consideration payable under the Offer will be satisfied out of
Panther's own cash resources and facilities. John East & Partners is satisfied
that the necessary financial resources are available to Panther to satisfy full
acceptance of the Offer.
Immediately prior to this announcement, save as disclosed in this announcement,
neither Panther, nor, as far as Panther is aware, any person acting in concert
with Panther, owned or controlled any Oakburn Shares or holds any options to
purchase Oakburn Shares or has entered into any derivative contracts referenced
to the securities of Oakburn which remain outstanding.
Terms and conditions of the Offer
The Oakburn Shares will be acquired by Panther fully paid and free from all
liens, charges, equitable interests, encumbrances and other interests and
together with all rights now or hereafter attaching thereto.
Information on Panther Securities PLC
Panther Securities PLC is a company listed on the Official List whose principal
activities consist of investment and dealing in property and listed securities
and, as at 16th October, 2003, had a market capitalisation of #29.6 million.
During the year ended 31st December, 2002 Panther achieved a profit before tax
of #2.96 million on turnover of #8.24 million and had net assets of #38.24
million at that date. In the six months ended 30th June, 2003 Panther achieved
an unaudited profit before tax of #1.41 million on turnover of #4.76 million and
had unaudited net assets of #38.44 million at that date.
The Offer Document
The Offer Document containing the full terms and conditions of the Offer,
together with a Form of Acceptance will be despatched to Oakburn Shareholders in
due course.
Compulsory acquisition
If acceptances are received under the Offer in respect of 90 per cent or more of
the Oakburn Shares to which the Offer relates, Panther will be entitled, and
intends, to exercise its rights pursuant to the provisions of sections 428 to
430F of the Act to acquire compulsorily the remaining Oakburn Shares.
This announcement does not constitute an offer or invitation to purchase any
securities.
Enquiries
Panther Securities PLC
Andrew Perloff Tel: 020 7278 8011
John East & Partners Limited
David Worlidge / Simon Clements Tel: 020 7628 2200
Attention is drawn to Rule 8.3 of the City Code on Takeovers and Mergers under
which the dealings during an offer period in "relevant securities" of every
person who owns or controls, or will own or control in consequence of any
dealing (directly or indirectly), 1 per cent. of any class of such securities,
and also the dealings of any other person through whom such ownership or control
is derived, must be publicly disclosed. The rule does not apply to recognised
market makers dealing in that capacity, but relevant securities comprised in
investment accounts managed on a discretionary basis are treated as controlled
by the managers. "Relevant Securities" include, in essence, the securities of
Oakburn for which the offer is made, any equity share capital of the offeror,
any securities carrying conversion or subscription rights into, options over and
derivatives referenced to, any of the foregoing and a dealing includes the
taking, granting or exercising of any option (including a traded option), the
exercise of any such conversion or subscription rights, or the acquisition of,
entering into, closing out, exercise of rights under, or variation of the
derivative. Disclosure must be made not later than 12 noon on the business day
following the date of the transaction and a copy must be faxed or e-mailed to
the Panel on Takeovers and Mergers. This is only a summary of the rules. Further
information is to be found in the City Code on Takeovers and Mergers and can be
obtained from the Panel. Telephone 020 7382 9026, Fax 020 7638 1554 or from the
Panel's website at www.thetakeoverpanel.org.uk.
Save as disclosed in this announcement, neither Panther nor, so far as Panther
is aware, any person acting in concert with Panther, owns or controls any
Oakburn Shares or has any option to acquire Oakburn Shares or has entered into
any derivative contract referenced to Oakburn Shares which remain outstanding:
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable requirements.
The Offer will not be made directly or indirectly, in or into, or by use of the
mails of, or by any other means or instrumentality (including, without
limitation, facsimile transmission or telephone) of interstate or foreign
commerce of, or any facilities of a national securities exchange of the United
States, Canada, Australia, Japan or the Republic of Ireland and will not be
capable of acceptance by any such use, means instrumentality or facilities or
within the United States, Canada, Australia, Japan or the Republic of Ireland.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia, Japan or the Republic of Ireland.
The Panther Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Panther
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
John East & Partners Limited, which is regulated by the Financial Services
Authority is acting exclusively for Panther and no one else in connection with
the Offer and will not be responsible to anyone other than Panther for providing
the protections afforded to customers of John East & Partners Limited nor for
providing advice in relation to the Offer.
APPENDIX I
CONDITIONS OF THE OFFER
1. Conditions
The Offer, which will be made by John East & Partners Limited on behalf of
Panther, will comply with the applicable rules of the Financial Services
Authority, the London Stock Exchange and any other relevant regulatory bodies
and the City Code (except to the extent of any dispensation, waiver or exemption
by the appropriate body or, as the case may be, the Panel). The Offer will be
governed by English Law and subject to the jurisdiction of the Courts of England
and will be subject to the terms and conditions set out below and further terms
to be set out in the Offer Document and the related Form of Acceptance.
The Offer is subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by not later than 3.00pm on the first closing date, being
21 days after the publication of the Offer Document or such later time(s) and/or
date(s) as Panther may, with the consent of the Panel or subject to the Code,
decide in respect of not less than 60 per cent. in nominal value (or such lower
percentage (as Panther may decide) of the Oakburn Shares to which the Offer
relates, provided that this condition will not be satisfied unless Panther shall
have acquired or agreed to acquire (whether pursuant to the Offer or otherwise)
directly or indirectly Oakburn Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Oakburn (including for this purpose, to the extent (if any) required by the
Panel, any voting rights attaching to any Oakburn Shares which may be
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise); and for this
purpose (i) the expression "Oakburn Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Act; and (ii) Oakburn
Shares which have been unconditionally allotted but not issued shall be deemed
to carry the voting rights which they will carry upon issue; and
(b) since 25th March 2003 (being the date to which the latest published
audited report and accounts of Oakburn were made up) and save as disclosed in
Oakburn's published report and accounts for the year ended 25th March 2003:-
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the Wider Oakburn Group or to
which any member of the Wider Oakburn Group is or may become a party (whether as
plaintiff, defendant or otherwise) which is material in the context of the Wider
Oakburn Group taken as a whole;
(ii) in relation to each member of the Wider Oakburn Group, no corporate
action having been taken or proposed by it and no legal proceedings having been
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;
(iii) no material adverse change having occurred in the financial or trading
position of any member of the Wider Oakburn Group which is material in the
context of the Wider Oakburn Group taken as a whole; and
(iv) no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding which in each case
might be material to the Wider Oakburn Group taken as a whole;
Panther reserves the right to waive condition (b) above, in whole or in part.
Condition (b) must be satisfied as at, or waived on or before, 21 days after the
later of the first closing date of the Offer and the date on which condition (a)
is fulfilled (or in each case such later date as the Panel may agree) provided
that Panther shall be under no obligation to waive or treat as satisfied
condition (b) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that there are no other conditions of the
Offer which may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If Panther is required by the Panel to make an offer for Oakburn Shares under
the provisions of Rule 9 of the Code, Panther may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.
APPENDIX II
FURTHER INFORMATION
1. Further details of the Offer
The formal Offer by John East & Partners Limited will be made on and subject to
the terms and conditions as set out in Appendix I and this Appendix II and as
will be set out in the Offer Document and accompanying Form of Acceptance, or as
may be required to comply with the provisions of the City Code.
The Offer will extend to any Oakburn Shares unconditionally allotted or issued
while the Offer remains open for acceptance (or before such earlier date as
Panther may, subject to the City Code, decide, not being earlier than the date
on which the Offer becomes or is declared unconditional as to acceptances or, if
later, the first closing date of the Offer). The Offer will not extend to any
Oakburn Shares which may already be held by Panther at the date of the Offer
(within the meaning of Section 428 (1) of the Companies Act).
The Oakburn Shares which are subject to the Offer are to be acquired fully paid
and free from all liens, charges and encumbrances, equitable interests, rights
of pre-emption and any other third party rights or interests of any nature
whatsoever and together with all rights attaching thereto, including the right
to receive and retain all dividends or other distributions declared, paid or
made on or after 17th October 2003, being the date of this announcement.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and Oakburn Shareholders and Panther will thereupon cease to be bound by any
Form of Acceptance submitted before that time.
If sufficient acceptances are received, Panther intends to apply the provisions
of Sections 428-430F (inclusive) of the Act to acquire compulsorily any
outstanding Oakburn Shares to which the Offer relates.
2. Overseas Shareholders
The making of the Offer to certain persons not resident in the United Kingdom,
or who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries ("overseas shareholders"), may be
prohibited or affected by the laws of the relevant overseas jurisdictions. Such
overseas shareholders should inform themselves about and observe any applicable
legal requirements. It is the responsibility of any overseas shareholder wishing
to accept the Offer to satisfy himself as to the full observance of the laws of
the relevant jurisdiction in connection herewith, including the obtaining of any
governmental, exchange control or other consents which may be required,
compliance with other formalities needing to be observed and the payment of any
issue, transfer or other formalities needing to observed and the payment of any
issue, transfer or other taxes due in such jurisdiction. Any such overseas
shareholder will be responsible for payment of any issue, transfer or other
taxes, duties or other requisite payment (s) due in such jurisdiction(s) by
whomsoever payable and Panther and any person acting on its behalf shall be
entitled to be fully indemnified and held harmless by such overseas shareholder
for any issue, transfer or other taxes or duties or other requisite payments as
Panther or any person acting on behalf of Panther may be required to pay in
respect of the Offer insofar as they relate to such overseas shareholders.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce or, or any
facilities of a securities exchange of, Australia, Canada or Japan, and, subject
to certain exceptions, the Offer will not be capable of acceptance by any such
use, means or instrumentality or facilities or from or within the United States,
Australia, Canada, Japan or the Republic of Ireland. Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into the United States,
Australia, Canada, Japan or the Republic of Ireland and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into the United States,
Australia, Canada, Japan or the Republic of Ireland. Doing so may render invalid
any purported acceptance of the Offer.
Any person (including, without limitation, nominees, trustees or custodians) who
are overseas persons or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related documents to
any jurisdiction outside the United Kingdom or to overseas persons should seek
appropriate advice before taking any action.
3. Disclosure of interest
Save as disclosed in this announcement, immediately prior to this announcement
no member of Panther Group has received any irrevocable commitment to accept the
Offer and neither Panther nor, so far as the Panther Directors are aware, any
person acting in concert with Panther owned or controlled any Oakburn Shares or
holds any options to purchase Oakburn Shares or has entered into any derivative
contract referenced to the securities of Oakburn which remain outstanding, or
has any arrangement in respect of Oakburn Shares. For these purposes,
"arrangement" includes any indemnity or option arrangement and any agreement or
understanding, formal or informal, of whatever nature relating to Oakburn shares
which may be an inducement to deal or refrain from dealing in Oakburn shares.
4. Arrangements with Oakburn Directors
There are currently no arrangements between Panther and the Directors relating
to the Offer. If any such arrangements are put in place, they will be set out in
full in the Offer Document.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acquisition" the proposed acquisition by Panther of Oakburn pursuant to the
Offer
"Act" or The Companies Act 1985, as amended
"Companies
Act"
"Associated to be construed in accordance with the Act (but for this purpose
undertaking" ignoring paragraph 20(1)(b) of Schedule 4A thereof)
"Australia" Australia, its possessions and territories and all areas subject
to its jurisdiction and any political subdivision thereof
"Canada" Canada, its possessions and territories and all areas subject to
its jurisdiction and any political subdivision thereof
"City Code" The City Code on Takeovers and Mergers
"Oakburn" Oakburn Properties Plc
"Oakburn the existing issued and fully paid ordinary shares of #1 each in
Shares" the capital of Oakburn and any further such shares which are
unconditionally allotted or issued after the date hereof and
before the Offer closes (or before such other time as Panther
may decide in accordance with the terms and conditions of the
Offer)
"Oakburn Holders of any Oakburn Shares
Shareholders"
"Form of the form of acceptance, election and authority for use in
Acceptance" connection with the Offer.
"Japan" Japan, its possessions and territories and all areas subject to
its jurisdiction and any political subdivision thereof
"London Stock London Stock Exchange plc
Exchange"
"Offer" the offer to be made on behalf of Panther for the Oakburn Shares
on the terms and subject to the conditions described in this
announcement and to be set out in the Offer Document and the
Form of Acceptance (including, where the context so requires,
any subsequent revision, variation, renewal or extension
thereof)
"Offer the formal offer document to be sent to Oakburn Shareholders
Document" containing the Offer
"Panel" The Panel on Takeovers and Mergers
"Panther" Panther Securities PLC
"Panther Board" the directors of Panther, being Andrew Stewart Perloff, Peter
or "Panther Aston Rowson, Peter Michael Kellner and Bryan Richard Galan
Directors"
"Panther Panther and its subsidiary undertakings
Group"
"Relevant means any government, government department or governmental,
Authority" quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body or authority, any trade
agency, or any court, tribunal or any association, institution
or other similar person or body whatsoever in any jurisdiction
"Substantial in relation to an undertaking an interest, direct or indirect,
interest" in 20 per cent. or more of the voting rights exercisable in
relation to the undertaking or in the capital or of any class of
capital of such undertaking
"Subsidiary" to be construed in accordance with the Act
and "Subsidiary
Undertaking"
"Undertaking" to be construed in accordance with the Act
"UK Listing The Financial Services Authority, acting in its capacity as the
Authority" competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
"USA " or The United States of America, its territories and possessions,
"United any state of the United States and the District of Columbia and
States" all other areas subject to its jurisdiction
"Wider Oakburn Oakburn and its subsidiary undertakings and associated
Group" undertakings (if any) and any other undertakings in which
Oakburn and any such undertakings (aggregating their interests)
have a substantial interest
Any references to legislation in this document are to English Legislation,
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neuter gender.
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The company news service from the London Stock Exchange
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