Berjaya Philippines Inc Offer Closed - Replacement (4135Q)
October 14 2013 - 3:21AM
UK Regulatory
TIDMHRO
RNS Number : 4135Q
Berjaya Philippines Inc
14 October 2013
Replacement for RNS Number: 3716Q
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
SECURITIES LAWS OF SUCH JURISDICTION
14 October 2013
INCREASED MANDATORY CASH OFFER
BY
BERJAYA PHILIPPINES INC ("BPI")
FOR
H.R. OWEN PLC ("H.R. OWEN")
OFFER CLOSED
Introduction
On 29 July 2013, BPI made a cash offer to acquire the entire
issued and to be issued share capital of H.R. Owen, not already
held by it, at an offer price of 130 pence per Share (the "Offer").
The Offer was by way of an offer document posted to Shareholders on
29 July 2013 as supplemented by the supplementary offer document
published on 6 August 2013 (the "Original Offer Document").
On 12 September 2013 BPI announced an acquisition of 2,350,000
Shares at 170 pence per Share, thereby triggering a mandatory offer
for H.R. Owen ("Increased Mandatory Cash Offer") and BPI posted to
Shareholders a revised offer document ("Increased Mandatory Cash
Offer Document").
On 13 September 2013, the board of H.R. Owen recommended that
Shareholders accept the Increased Mandatory Cash Offer, as the
directors intended to do in respect of their own and their
connected persons' beneficial holdings.
On 23 September 2013, the Offer was declared wholly
unconditional with BPI being the beneficial owner of over 50 per
cent. of the issued share capital of H.R. Owen and on 24 September
2013 BPI confirmed that the Offer will remain open for acceptance
until 1.00 p.m. on 11 October 2013.
Accordingly, BPI declares that the Offer has now closed is
therefore no longer open for acceptances.
Level of Acceptances
As announced on 11 October 2013, H.R. Owen's issued share
capital comprises 25,044,854 Shares with no Shares held in
treasury.
BPI announces that, as at 1.00 p.m. on 11 October 2013, valid
acceptances in relation to the Offer had been received as
follows:
Number of valid acceptances received:
in relation to the Offer 5,980,566 23.9%
BPI shareholding in H.R. Owen 7,039,127 28.1%
Shares purchased and settled by BPI 4,809,858 19.2%
TOTAL 17,829,551 71.2%
The purchases above include the purchase of 244,200 Shares from
Nick Lancaster who is a person acting in concert with BPI.
The acceptances above include acceptances from certain directors
and employees of the H.R. Owen group who were awarded Shares under
the H.R. Owen 2012 Long Term Incentive Plan and acceptances from
certain directors and employees of the H.R. Owen group who
exercised share option awards under H.R. Owen's 2001 Share Option
Plan.
Settlement
As set out in paragraph 16 of the letter from BPI in the
Increased Mandatory Cash Offer Document, cash consideration has
been dispatched in respect of valid acceptances received as at 23
September 2013, being the date on which the Offer was declared
wholly unconditional. Cash consideration will be paid in respect of
valid acceptances received after 23 September 2013 but before 1.00
p.m. on 11 October 2013 within 14 days of the receipt of such valid
acceptances.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on the
Offeror's website www.bcor.com.ph by no later than 12 noon on the
Business Day following the date of this announcement. Neither the
contents of the Offeror's website, nor the content of any other
website accessible from hyperlinks on the Offeror's website, is
incorporated into or forms part of this announcement.
You may request a hard copy of this announcement by contacting
Arden Partners during business hours on +44(0)20-7614-5917. It is
important that you note that unless you make such a request and
save as otherwise required by Rule 2.12 of the Code, a hard copy of
this announcement will not be sent to you.
General
Terms used in this announcement have the same meaning as in the
Original Offer Document, unless stated otherwise.
Enquiries
Arden Partners (Financial adviser to the Offeror)
Richard Day / Adrian Trimmings 020 7614 5900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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