TIDMMET

RNS Number : 6439I

Eagleheads Investments O /div> 27 July 2012

27 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Eagleheads Investments OU ("Eagleheads")

Response to announcements issued by Metro Baltic Horizons plc ("MBH" or the "Company") and withdrawal of Offer

Eagleheads notes the announcements issued by MBH on 20 July 2012 (the "20 July Announcement"), 23 July 2012 (the "23 July Announcement") and 26 July 0212. Defined terms in this announcement are the same as those used in the offer document dated 19 July 2012 (the "Offer Document").

23 July Announcement

Eagleheads notes the acquisition of approximately 3.7 million shares for 10 cents per share by IIU Nominees Limited, Dolmen Securities Limited and a pension fund in which the chairman of MBH is interested. This brings the total announced holdings in the Company of board members and parties related to them to 29.96 per cent. The Company has not publicly disclosed the number of shares owned by other clients of Dolmen Securities Limited or clients of other companies connected to the chairman of MBH.

Upon admission to AIM in 2006, MBH was a company to which the City Code on Takeovers and Mergers of the United Kingdom (the "Code") applied. Due to several board changes resulting in all MBH directors being resident outside the UK, Isle of Man or the Channel Islands the Code did not apply to the Offer by Eagleheads.

The purpose of the Code is to ensure that all shareholders in an offeree Company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment. On this basis, Eagleheads believes that it was in the best interests of the shareholders of MBH to act in relation to the Offer as if the Code applied to it (to the extent reasonably possible), and did so, whilst inviting the MBH Board to do the same.

Parties related to members of the MBH Board have purchased MBH Shares in circumstances where:

(a) the price paid was higher than the Offer Price (assuming that each of the Acquisitions was at the same purchase price of 10 cents a share); and

(b) the same exit opportunity was not provided to all MBH Shareholders.

Eagleheads believes that if the Code applied to the Offer, this behaviour may have been considered action which may result in the Offer being frustrated, and which may deny MBH Shareholders the opportunity to decide on the merits of the Offer. Such action is prohibited under Rule 21 of the Code.

Given the number of MBH Shares now controlled by the MBH Board and related parties and the consequent disadvantage to the success of the Offer that has resulted from the lack of protection provided by the Code, Eagleheads has decided to terminate and withdraw the Offer, meaning it is no longer capable of acceptance.

20 July Announcement

Eagleheads would also like to take the opportunity to address a comment made by MBH in the 20 July Announcement

Eagleheads did not make the Offer for the purpose of preventing MBH pursuing purported legal claims against MCM.

MCM has confirmed to Eagleheads that in its view the claims made by MBH against it are unfounded and, as far as Eagleheads is aware, no legal proceedings have been formally issued against MCM or its related parties by MBH in any jurisdiction.

Enquiries:

 
 Eagleheads Investments 
  OU                       margarita.novikova@eagleheads.eu 
  Margarita Novikova 
 MCM                                  mart.habakuk@metro.ee 
  Mart Habakuk                            Tel: +37256211264

Further information

Terms in this announcement are as defined in the Offer Document.

Publication on Eagleheads website

A copy of the Announcement will be available for inspection free of charge at www.eagleheads.eu

Responsibility

Margarita Novikova, the sole director of Eagleheads, and the board of directors of MCM accept responsibility for the information contained in this Announcement save that the only responsibility accepted by them in respect of all information relating to MBH (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of Margarita Novikova and the board of directors of MCM (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The board of directors of each of the MCM Related Parties (with the sole exception of MCM) and TAS accepts responsibility for the information expressly relating to themselves and the entities they control contained in this Announcement. To the best of the knowledge and belief of such board of directors of each of the MCM Related Parties (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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