TIDMHSTN TIDMIMPT
RNS Number : 4819X
Hansteen Holdings plc
22 February 2017
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
BY HANSTEEN HOLDINGS PLC
("Hansteen")
FOR
INDUSTRIAL MULTI PROPERTY TRUST PLC
("IMPT")
22 February 2017
PUBLICATION OF OFFER DOCUMENT
On 17 February 2017, the Directors of Hansteen and the
Independent Directors of IMPT announced that they had reached
agreement on the terms of a recommended all cash offer for the
entire issued ordinary share capital of IMPT by Hansteen, to be
implemented by way of a takeover Offer under under Chapter 1 of
Part 28 of the Companies Act 2006.
Further to that announcement, the Directors of Hansteen and the
Independent Directors of IMPT are pleased to announce that the
offer document containing the full terms and conditions of the
Offer and the procedures for its acceptance (the "Offer Document")
is being posted today, together with the related Forms of
Acceptance, to IMPT Shareholders, and, for information purposes
only, to persons with information rights.
The First Closing Date of the Offer is 15 March 2017
To accept the Offer in respect of IMPT Shares held in
certificated form (that is, not in CREST), IMPT Shareholders should
complete and return the Form of Acceptance so as to be received by
no later than 1.00 p.m. (London time) on 15 March 2017 in
accordance with the procedure set out in the Offer Document.
To accept the Offer in respect of shares held in uncertificated
form (that is, shares held in CREST), an IMPT Shareholder should
ensure that an Electronic Acceptance is made by it or on its behalf
and that settlement occurs no later than 1.00 p.m. (London time) on
15 March 2017 in accordance with the procedure set out in the Offer
Document. If an IMPT Shareholder is a CREST sponsored member, it
should refer to its CREST sponsor as only the CREST sponsor will be
able to send the necessary TTE instruction to Euroclear.
Subject to certain restrictions relating to persons in
Restricted Jurisdictions, the Offer Document, together with those
documents listed in paragraph 15 of PART V of the Offer Document,
will be made available on the Hansteen website at
www.hansteen.co.uk/investors/offer-documents and on the IMPT
website at www.industrialmultipropertytrust.com/offer/#. Further
copies of the Offer Document and the Form of Acceptance may be
obtained by contacting the Receiving Agent, Capita Asset Services,
on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Different charges may
apply to calls from mobile telephones. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. If requested, copies will be provided, free of
charge, within two business days of the request.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries:
Peel Hunt Tel: +44 (0) 20 7418 8900
(Sole Financial Adviser and Broker to Hansteen)
Capel Irwin
James Britton
Tavistock Tel:+44 (0) 20 7920 3150
(PR Adviser to Hansteen)
Jeremy Carey
Stockdale Securities Tel: +44 (0) 20 7601 6100
(Sole Financial Adviser and Broker to IMPT)
Alastair Moreton
Robert Finlay
Important Notices relating to Financial Advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for
Hansteen and no one else in connection with the Offer and will not
be responsible to anyone other than Hansteen for providing the
protections afforded to its clients or for providing advice in
connection with the Offer or any other matter referred to herein or
in the Offer Document.
Stockdale Securities Limited ("Stockdale"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for IMPT in connection with the matters set out in this
document and for no one else and will not be responsible to anyone
other than IMPT for providing the protections afforded to its
clients or for providing advice in connection with the Offer or any
other matter referred to herein or in the Offer Document.
Further Information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form any part of, any
offer to sell or subscribe for or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, or the solicitation of an offer to buy securities,
pursuant to the Offer or otherwise, nor shall there be any sale,
issuance or transfer of securities by IMPT or Hansteen pursuant to
the Offer in any jurisdiction in contravention of applicable laws.
The Offer will be effected solely through the Offer Document and,
in respect of IMPT Shares held in certificated form, the Form of
Acceptance, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in those
documents. IMPT Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
dispatched.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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 securities exchange offeror(s) (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(s) 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) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th Business Day following
the announcement in which any securities exchange offeror(s) is
first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror(s) 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 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror(s) must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any securities
exchange offeror(s). 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 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 pm (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(s), they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 either of them (see Rules 8.1, 8.2 and 8.4
of the Code).
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. An IMPT Shareholder should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if it is in any doubt as
to whether it is required to make an Opening Position Disclosure or
a Dealing Disclosure.
Overseas Shareholders
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any such persons should inform themselves
about and observe any applicable legal or regulatory requirements
in their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to overseas shareholders will be contained in the Offer
Document.
In particular, copies of this announcement and any formal
documentation relating to the Offer 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 and persons
receiving such documents (including, without limitation, any
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Unless otherwise determined by the offeror
or required by the City Code, and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, 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,
email 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by IMPT Shareholders
may be a taxable transaction under applicable national, state or
local, as well as foreign and other, tax laws. Each IMPT
Shareholder is urged to consult its independent professional
adviser regarding the tax consequences of accepting the Offer.
This announcement has been prepared in compliance with English
law, the rules of the London Stock Exchange and the 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 of jurisdictions outside of England and Wales.
Information relating to IMPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IMPT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IMPT may be provided to Hansteen during the offer period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at
www.hansteen.co.uk/investors/offer-documents and
www.industrialmultipropertytrust.com/offer/# in each case, until
the Offer becomes unconditional in all respects. For the avoidance
of doubt, neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Hansteen's or IMPT's websites (or any other website)
is incorporated into, or forms part of, this announcement.
Availability of hard copies
An IMPT Shareholder may request hard copies of any document
published on IMPT's or Hansteen's website (including this
announcement) in connection with the Offer by requesting this from
either Hansteen by contacting Richard Lowes, Finance Director, at
Hansteen Holdings PLC, 1st Floor Pegasus House, 3743 Sackville
Street, London W1S 3DL or telephone number +44 (0) 207 408 7000; or
IMPT by contacting Philip Scales at Industrial Multi Property Trust
PLC c/o FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle
of Man IM1 1AP or +44 (0) 1624 681 250.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPDMGZZNMDGNZM
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