TIDMLEF
RNS Number : 0996W
Headway Investment Partners III LP
06 February 2017
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
6 February 2017
RECOMMENDED CASH OFFER (the "Offer")
for
Ludgate Environmental Fund Limited ("Ludgate" or the
"Company")
by
Headway Investment Partners III L.P. ("Headway")
RESPONSE TO CORRECTED LUDGATE SHAREHOLDER DISCLOSURE
Headway notes the new Opening Position Disclosure released by
Ludgate Investments Limited and Ocean Capital Holding II B.V.
("Ocean") on 3 February 2017, correcting Ocean's interest in
Ludgate to 5,839,757 Ludgate Shares from the 5,839,798 Ludgate
Shares previously disclosed (the "Amendment").
As a result of the Amendment, references in the Announcement
released on 21 December 2016 and the Offer Document published on 18
January 2017 in respect of the irrevocable undertaking entered into
by Ocean in connection with the Offer (the "Irrevocable
Undertaking") are overstated by 41 Ludgate Shares (representing
0.00008 per cent of the issued Ludgate Shares).
The Irrevocable Undertaking, which is referred to in both the
Announcement and the Offer Document, is therefore restated as being
in respect of 5,839,757 Ludgate Shares, rather than the 5,839,798
Ludgate Shares previously referenced. The Announcement and the
Offer Document should be read accordingly.
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
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.
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 has been made solely through the Offer
Document (together with, in the case of Ordinary Shares in
certificated form, the Form of Acceptance) which 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 (as updated by this
announcement) 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.
Overseas shareholders
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements
Publication on Website
A copy of this announcement will be available (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 (London time)
on 7 February 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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