TIDMLEF
RNS Number : 4962U
Ludgate Environmental Fund Limited
18 January 2017
The following is the text of the announcement released by
Headway Investments Partners III LP at 10.40 a.m. this
morning
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OF
SUCH JURISDICTION
18 January 2017
RECOMMED CASH OFFER
for
Ludgate Environmental Fund Limited ("Ludgate" or the
"Company")
by
Headway Investment Partners III L.P. ("Headway")
POSTING OF OFFER DOCUMENT (INCORPORATING NOTICE OF INDEPENT
LUDGATE SHAREHOLDERS MEETING)
INCREASE IN OFFER PRICE TO 16.3 PENCE PER LUDGATE SHARE
Summary
On 21 December 2016, Headway and Ludgate announced that
agreement had been reached regarding the terms of a recommended
cash offer to be made by Headway for the entire issued ordinary
share capital of Ludgate, to be effected by means of a takeover
offer within the meaning of Article 116 of the Jersey Companies
Law, at 16 pence per Ludgate Share.
On 17 January 2017, the Company announced that on 31 December
2016, the unaudited net asset value per Ludgate Share was 21.7
pence (30 September 2016: 20.7 pence).
Headway and Ludgate announce that the recommended Offer Price
has been increased to 16.3 pence per Ludgate Share (from the 16
pence per Ludgate Share previously indicated).
Headway and Ludgate are also pleased to announce that a document
containing the full terms and conditions of the Offer, the
procedures for acceptance of the Offer, the notice of the
Independent Ludgate Shareholders Meeting and the procedure for
Independent Ludgate Shareholders to vote at the Independent Ludgate
Shareholders Meeting (the "Offer Document") is being posted today,
together with related Forms of Acceptance and Forms of Proxy, to
Ludgate Shareholders.
The Offer Document will also be made available free of charge
(subject to applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Ludgate's website at
www.ludgateenvironmental.com for the duration of the Offer.
As further detailed in the Offer Document, the Offer is
conditional, amongst other things, upon the passing of the Ordinary
Resolution on a poll of Independent Ludgate Shareholders at the
Independent Ludgate Shareholders Meeting to approve amendments
proposed to be made to the Investment Advisory Agreement currently
in place between Ludgate and Ludgate Investments (the "Proposed
Amendments") and upon Headway receiving valid acceptances of the
Offer in respect of more than 50 per cent. of the Ludgate
Shares.
The Ludgate Directors are unanimously recommending that Ludgate
Shareholders accept the Offer. In addition, by virtue of the fact
that the Offer is conditional, amongst other things, upon the
approval of the Proposed Amendments by Independent Ludgate
Shareholders and in light of the Ludgate Directors' unanimous
recommendation that Ludgate Shareholders accept the Offer, the
Ludgate Directors also unanimously recommend that Independent
Ludgate Shareholders vote in favour of the Ordinary Resolution to
be proposed at the Independent Ludgate Shareholders Meeting to
approve the Proposed Amendments.
Actions to be taken by Ludgate Shareholders
To accept the Offer
If they wish to accept the Offer, Ludgate Shareholders who hold
their Ludgate Shares in certificated form, should complete, sign
and return the Form of Acceptance accompanying the Offer Document
in accordance with the instructions printed on it and set out in
paragraph 16.1 of Part B of the Offer Document, together with any
share certificate(s) and/or any other appropriate documents of
title, so as to be received by post or by hand as soon as possible
and, in any event, so as to be received by no later than 1.00 p.m.
on 8 February 2017.
If they wish to accept the Offer in respect of Ludgate Shares
held in uncertificated form (that is, Ludgate Shares held in CREST)
their acceptances should be made electronically through CREST by
following the procedure set out in paragraph 16.2 of Part B of the
Offer Document, so that the relevant TTE Instruction settles as
soon as possible and, in any event, no later than 1.00 p.m. on 8
February 2017.
To vote in favour of the Proposed Amendments
Independent Ludgate Shareholders who hold their Ludgate Shares
in certificated form should complete the Form of Proxy accompanying
the Offer Document in accordance with the instructions printed
thereon and to return it to Computershare Investor Services
(Jersey) Limited, as soon as possible and, in any event, so that it
is received no later than 10.00 a.m. on 6 February 2017.
Independent Ludgate Shareholders who hold their Ludgate Shares
in uncertificated form (i.e. in CREST) may appoint a proxy by
completing and transmitting a CREST Proxy Instruction, in
accordance with the procedures set out in the CREST Manual, so that
it is received by Computershare Investor Services (Jersey) Limited
(under CREST participant ID: 3RA50) as soon as possible and, in any
event, by no later than 10.00 a.m. on 6 February 2017.
The completion and return of the Form of Proxy or completion and
transmission of a CREST Proxy Instruction will not preclude Ludgate
Shareholders from attending and voting at the Independent Ludgate
Shareholders Meeting in person should they wish to.
Timetable
The expected timetable of principal events in relation to the
Offer and the Independent Ludgate Shareholders Meeting are set out
below:
Event Time and/or Date
Latest time for receipt of 10.00 a.m. on 6 February
valid Forms of Proxy 2017
Voting Record Date 10.00 a.m. on 6 February
2017
Independent Ludgate Shareholders 10.00 a.m. on 8 February
Meeting 2017
First Closing Date 1.00 p.m. on 8 February
2017
All times refer to London times
General
Unless otherwise stated, capitalised terms used herein but not
defined have the same meanings as set out in the Offer
Document.
Enquiries
Headway Capital (Investment Tel: +44 (0)
Adviser to Headway) 20 7518 8878
Christiaan de Lint
GCA Altium (Financial Adviser Tel: +44 (0)
to Headway) 20 7484 4040
Tim Richardson / Declan O'Connor
Ludgate Environmental Fund Limited Tel: +44 (0)
1534 609034
John Shakeshaft (Chairman)
Panmure Gordon (Rule 3 Adviser Tel: +44 (0)
to Ludgate) 20 7886 2500
Paul Fincham / Jonathan Becher
IMPORTANT NOTICES
Disclaimers
GCA Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting for Headway and no one else
in connection with the matters set out in this announcement. In
connection with such matters, GCA Altium will not regard any other
person as its client, nor will it be responsible to any other
person for providing the protections afforded to clients of GCA
Altium or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither GCA
Altium 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 other than Headway in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon, which is authorised and regulated in the UK by
the Financial Conduct Authority is acting exclusively for Ludgate
and no one else in connection with the matters set out in this
announcement. In connection with such matters, Panmure Gordon will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Panmure Gordon or for providing advice in
relation any matter referred to herein. Panmure Gordon does not
accept any responsibility whatsoever to any person other than
Ludgate for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Offer. Panmure Gordon accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such
statement.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer Document
(together with, in the case of Ordinary Shares 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 the Offer Document and, in the case of Ordinary Shares in
certificated form, the Form of Acceptance. Each Ludgate Shareholder
is urged to consult its independent professional advisers
immediately regarding the tax consequences of the Offer applicable
to them.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the Offer
and the distribution of this announcement the Offer Document and
any other documents relating to the Offer in, into or from
jurisdictions other than the United Kingdom or Jersey may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement, the Offer Document or any
other documents relating to the Offer comes should inform
themselves of, and observe, any such restrictions. Any person
(including without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the
Offer Document, the Forms of Acceptance or any accompanying
document to any jurisdiction outside the United Kingdom or Jersey
should refrain from doing so and seek appropriate professional
advice before taking any action. If any Overseas Shareholder
remains in any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without delay. In
particular, the ability of persons who are not resident in the
United Kingdom or Jersey to execute and deliver Forms of Acceptance
may be affected by the laws of the relevant jurisdiction in which
they are located.
Failure to comply with any such 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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement and the Offer Document has been prepared for the
purposes of complying with the laws of England and Jersey and the
Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement, the
Offer Document and other accompanying documents had been prepared
in accordance with the laws of jurisdictions outside of England and
Jersey.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Offer or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Notice to US Investors
The Offer is made for securities in a Jersey company and Ludgate
Shareholders in the United States should be aware that this
announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
Takeover Code and UK disclosure requirements, format and style, all
of which may differ from those in the United States. All financial
information that is included in this announcement or that may be
included or referred to in the Offer Document or any other
documents relating to the Offer, have been, or will be, prepared in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Takeover Code, the Panel and the London Stock
Exchange. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Headway and not by its financial
adviser.
Ludgate is a company incorporated under the laws of Jersey and
Headway is a limited partnership established under the laws of
Scotland. It may not be possible for Ludgate Shareholders in the
United States to effect service of process within the United States
upon Ludgate or Headway or their respective officers or directors
or to enforce against any of them judgments of the United States
predicated upon the civil liability provisions of the federal
securities laws of the United States. It may not be possible to sue
Ludgate or Headway or their respective officers or directors in a
non-US court for violations of the US securities laws. There is
also doubt as to enforceability in the United Kingdom in original
actions, or in actions for the enforcement of judgments of US
courts, based on civil liability provisions of US federal
securities laws.
Neither the United States Securities and Exchange Commission nor
any other US federal or state securities commission or regulatory
authority has reviewed, approved or disapproved this announcement
or any of the proposals described in this announcement or passed an
opinion on the accuracy or the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
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 is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror 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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 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, 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 any 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. 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.
Information relating to Ludgate Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Ludgate Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ludgate may be provided to Headway 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
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Ludgate's website
www.ludgateenvironmental.com by no later than 12 noon on 19 January
2017.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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