TIDMNTA
RNS Number : 8182V
Abu Dhabi Capital Management LLC
17 January 2013
Not for release, publication or distribution in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction.
17 January 2013
RECOMMENDED CASH OFFER
by
SPADILLE LIMITED ("SPADILLE")
for
NORTHACRE PLC ("NORTHACRE")
Summary
-- The board of Spadille and the Independent Directors are
pleased to announce that they have reached agreement on the terms
of a recommended cash offer, with a loan note alternative, to be
made by Spadille, for the whole of the issued and to be issued
ordinary share capital of Northacre not already owned by
Spadille.
-- Spadille was incorporated in Jersey on 7 January 2013 for the
specific purpose of making the Offer. The shares in Spadille are
wholly owned by ADCM, an alternative investment company which is
incorporated in the United Arab Emirates.
-- The Offer will be 96 pence in cash for each Northacre Share,
valuing the existing issued ordinary share capital of Northacre at
approximately GBP25.65 million, and represents a premium of
approximately 21.5 per cent to the closing mid-market price of 79
pence of a Northacre Share on 19 December 2012, being the last
Business Day prior to the commencement of the Offer Period.
-- Spadille has decided to offer an unsecured loan note
alternative to the Cash Offer in the form of the Loan Notes.
Northacre Shareholders must elect to accept either the Cash Offer
or the Loan Note Alternative in respect of their entire holding of
Northacre Shares.
-- Spadille has on 16 January 2013 acquired 7,850,000 shares in
Northacre from MAR Investments Limited and it has contractually
agreed to acquire a further 135,000 shares from one of the existing
directors of Northacre, Mohammed AlRafi, subject to his shares
being dematerialised into certificated form. Such shares represent
29.9 per cent of the total issued shares of Northacre.
-- The Independent Directors who have received advice from Ernst
& Young, consider the terms of the Offer to be fair and
reasonable. However, the Independent Directors do not express any
view on the terms of the Loan Note Alternative. In providing such
advice to the Independent Directors, Ernst & Young has relied
upon the Independent Directors' commercial assessments.
PRESS ENQUIRIES
For further information contact:
Spadille
Mustafa Kheriba +9712 639 0099
Northacre
Brian Harris 020 7349 8000
Malcolm Williams 020 7349 8000
finnCap Limited (financial adviser to Spadille)
Stuart Andrews 020 7220 0500
Henrik Persson 020 7220 0500
Ernst & Young LLP (Rule 3 adviser to Northacre)
Julie Green 020 7951 2000
Tim Medak 020 7951 2000
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement. Appendix 2 to this
announcement contains the sources and bases of certain information
used in this summary and in the following announcement. Appendix 4
to this announcement contains definitions of certain terms used in
this summary and the following announcement.
Not for release, publication or distribution in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction.
17 January 2013
RECOMMENDED CASH OFFER
by
SPADILLE LIMITED
for
NORTHACRE PLC
Introduction
The board of Spadille and the Independent Directors are pleased
to announce that they have reached agreement on the terms of a
recommended cash offer, with a loan note alternative, to be made by
Spadille, for the whole of the issued and to be issued ordinary
share capital of Northacre not already owned by Spadille.
The Offer will be 96 pence in cash for each Northacre Share,
valuing the existing issued ordinary share capital of Northacre at
approximately GBP25.65 million.
The Offer
The Offer, which will be subject to the conditions and principal
further terms referred to in Appendix 1 of this announcement, will
be made, other than to certain Overseas Shareholders, on the
following basis:
For each Northacre 96p in cash
Share
The Offer values Northacre's entire issued and to be issued
share capital at approximately GBP25.65 million, and represents a
premium of approximately 21.5 per cent to the closing mid-market
price of 79 pence of a Northacre Share on 19 December 2012, being
the last Business Day prior to the commencement of the Offer
Period.
Northacre Shares will be acquired by Spadille pursuant to the
Offer fully paid and free from all liens, equities, charges,
equitable interests, encumbrances, rights of pre-emption and other
third party rights and/or interest of any nature whatsoever and
together with all rights attaching to them, now or in the future,
including the right to receive and retain all dividends, interest
and other distributions declared, paid or made in the future.
The Offer will extend, subject to the conditions and principal
further terms referred to in Appendix 1 of this announcement, to
any Northacre Shares unconditionally allotted or issued on the date
the Offer is made and to any further Northacre Shares
unconditionally allotted or issued while the Offer remains open for
acceptance (or such earlier date as Spadille may, subject to the
Takeover Code, decide).
The Loan Note Alternative
In addition, Northacre Shareholders will be offered a Loan Note
Alternative as set out below.
Northacre Shareholders (other than certain Overseas
Shareholders) who validly accept the Offer may elect, in respect of
all (but not part only) of their holdings of Northacre Shares, to
receive Loan Notes instead of all of the cash consideration due to
them under the terms of the Offer on the following basis:
For every GBP1 of cash GBP1 of nominal Loan
consideration under Notes
the Offer
The Loan Notes, which will be governed by and construed in
accordance with English law, will be issued credited as fully paid
in amounts and integral multiples of GBP1 nominal and any
fractional entitlements will be disregarded. The Loan Notes will be
unsecured obligations of Spadille and will bear interest, payable
upon the redemption date of the Loan Notes, at a rate of 10 per
cent per annum. The Loan Notes will not be transferable. No
application will be made for the Loan Notes to be listed or dealt
in on any recognised stock exchange. The Loan Notes will not be
available to certain Overseas Shareholders.
The Loan Notes will be redeemed, together with all accrued
interest, on 17 January 2014. In addition, the Loan Notes may be
redeemed in whole or in part at any time before such date, at the
election of Spadille.
Elections for the Loan Note Alternative will be conditional,
amongst other things, on the Offer becoming or being declared
unconditional in all respects.
A summary of the principal terms of the Loan Notes is contained
in Appendix 3 to this announcement, and full details will be
contained in the Offer Document.
Recommendation
The Independent Directors of Northacre, who have been so advised
by Ernst & Young, consider the terms of the Offer to be fair
and reasonable and intend to unanimously recommend all Northacre
Shareholders to accept the Offer. However, the Independent
Directors do not express any view on the Loan Note Alternative. In
providing advice to the Independent Directors, Ernst & Young
has taken into account the Independent Directors' commercial
assessment.
Information on Northacre
Northacre is engaged in property development, development
management and the provision of architectural and interior design
services for high quality residential property schemes, with recent
such work having been focussed on attractive developments in
sought-after areas of London. It has three segments, being
development management, architectural design and interior
design.
Information on Spadille and ADCM
Spadille
Spadille was incorporated in Jersey on 7 January 2013 for the
specific purpose of making the Offer. All of the issued ordinary
shares in Spadille are directly owned by ADCM, details of which are
set out below.
To date, Spadille has neither traded nor engaged in any
activities, other than those in relation to its incorporation, the
issuing of shares to ADCM and the making of the Offer.
ADCM
ADCM is an alternative investment firm registered in the United
Arab Emirates, with offices in Abu Dhabi and Dubai, serving
institutions and high net worth individuals. ADCM was established
in January 2011 and targets investments in various sectors and
geographies. ADCM is managed, and investment decisions made, at the
sole discretion of its chief executive officer, Jassim
Alseddiqi.
Since its establishment, ADCM has, together with its
subsidiaries, raised in excess of US$140million predominantly from
institutional investors and high net worth individuals based in the
Middle East and North Africa, Europe and the United Kingdom. ADCM
has made several investments, including a loan facility to
Northacre. ADCM has also established Qannas Investments Limited, an
investment company now quoted on the AIM market of the London Stock
Exchange. Abu Dhabi Capital Management Limited, a subsidiary of
ADCM, is registered with the Dubai Financial Services
Authority.
Acquisition of Northacre Shares
Spadille has on 16 January 2013 acquired 7,850,000 shares in
Northacre from MAR Investments Limited and it has contractually
agreed to acquire a further 135,000 shares from one of the existing
directors of Northacre, Mohammed AlRafi, subject to his shares
being dematerialised into certificated form. Such shares represent
29.9 per cent of the total issued shares of Northacre.
Background to and reasons for the Offer
During October 2011, an entity established by ADCM agreed to
provide a GBP10.5 million loan facility to Northacre, in part to
repay the outstanding bank and related party loans which Northacre
had previously had in place, at a time when Northacre had been
experiencing difficulties in securing financing from commercial
banks or private lending sources.
Spadille considers that securing funding for development
projects is currently the greatest challenge facing residential
property developers such as Northacre and, in this environment,
that it is those developers with access to timely funding on
compelling terms that are best positioned to succeed. Since that
original investment, Spadille has been impressed by the development
projects that Northacre has undertaken and the capabilities of its
highly skilled employees. However, Spadille believes that
Northacre's financial performance and capability to develop its
business pipeline have been and continue to be constrained by its
ability to attract development funding.
Spadille believes its acquisition of Northacre will enhance
Northacre's access to sources of development and working capital
funding, and furthermore, complement this by introducing relevant
contacts and projects to Northacre's businesses so as to expand
their operations within the core central London focus, and in due
course, potentially, internationally. Spadille believes that this
strategy can best be pursued under private ownership, without the
requirements of and costs associated with a public listing.
Background to and reasons for the Recommendation
Northacre has produced some of the most successful residential
developments in central London and has been at the forefront of the
prime market for over 20 years.
Northacre's joint venture in The Lancasters project is reaching
a successful conclusion with the final returns to Northacre from
the project expected to be received later this year. The other
significant business of Northacre is its involvement as development
manager at Vicarage Gate.
In Northacre's report and accounts for 2012 and in its recent
announcements Northacre has stated that the payment of a dividend
is a priority and it is the view of the Independent Directors that
there is substantial appetite amongst the current shareholders for
a significant realisation of shareholder value compared with a
policy of retaining earnings for future projects. Furthermore as
other sources of finance for working capital are not readily
available the Independent Directors believe that under the new
ownership structure Northacre will have greater opportunity to
source further developments.
The Independent Directors believe that the Offer is at a level
that recognises the value of Northacre and represents an attractive
and timely opportunity for current shareholders to exit and for UK
tax paying shareholders there is the additional benefit that the
realisation of value will be taxed under the capital gains regime
rather than as income (as would be the case if the return of value
were by a dividend).
Management and Employees
ADCM and Spadille recognise and respect the capabilities and
experience of the existing management and employees of Northacre.
ADCM and Spadille intend to grow Northacre's business over the
coming years. Accordingly, ADCM and Spadille confirm that the
existing employment rights and benefits of all Northacre employees
will be fully safeguarded on completion of the Offer.
Following completion of the Offer, ADCM and Spadille intend to
work with Northacre's management and employees to ensure that the
business is optimally structured and, while no material changes to
the employee base are expected to result from this, it is possible
that the review may result in minor changes to the employee
base.
Confidentiality Agreement
On 28 December 2012, Northacre entered into a non-disclosure
agreement ("NDA") with ADCM in relation to the Offer.
Under the NDA, ADCM agrees to keep all confidential information
in respect of Northacre and the Offer secret and only use the
confidential information for the purpose of considering, evaluating
and negotiating the Offer. ADCM is obliged to inform Northacre if
confidential information is disclosed to an unauthorised
person.
ADCM is permitted to disclose confidential information to its
officers, employees, professional advisers and investors, other
persons as Northacre may agree in writing and to any judicial,
governmental or regulatory body. Should the Offer lapse, ADCM shall
return the confidential information to Northacre on request.
The NDA prevents ADCM (and any company in ADCM's group) from
engaging with, or having contact with, any employees (except
directors) in connection with the Offer. ADCM are also not
permitted to solicit employees, clients or customers of
Northacre.
ADCM's obligations under the NDA end on completion of the Offer
or, if ADCM does not proceed with the Offer, on 28 December
2015.
Financing of Offer
Full acceptance of the Offer in cash will result in the payment
by Spadille of approximately GBP18 million in cash to Northacre
Shareholders. The cash consideration due under the Cash Offer will
be funded by proprietary funds of ADCM made available to Spadille
pursuant to an inter-company loan agreement dated 17 January
2013
finnCap, which is advising Spadille in relation to the cash
confirmation pursuant to Rules 2.7(d) and 24.8 of the Code, is
satisfied that resources are available to Spadille sufficient to
satisfy in full the cash consideration payable under the terms of
the Offer.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover 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 paper 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 paper 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 paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the
10(th) business day following the commencement of the Offer Period
and, if appropriate, by no later than 3.30 pm (London time) on the
10(th) business day following the announcement in which any paper
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures 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. If you
are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129."
Forward-looking statements
This announcement may contain "forward-looking statements"
concerning the Northacre Group and the Spadille Group. Generally,
the words "anticipate", "believe", "estimate", "expect",
"forecast", "intend", "may", "plan", "project", "should" and
similar expressions identify forward-looking statements. Such
statements reflect the relevant company's current views with
respect to future events and are subject to risks and uncertainties
that could cause the actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as changes in
general economic and business conditions, changes in currency
exchange rates and interest rates, lack of acceptance of new
exchange rates and interest rates, introduction of competing
products or services, lack of acceptance of new products or
services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be
placed on such statements. Neither Northacre nor Spadille intends
or assumes any obligation to update these forward-looking
statements other than as required by law.
Cancellation of admission, compulsory acquisition of Northacre
Shares and re-registration of Northacre
As soon as it is appropriate to do so, and subject to the Offer
becoming or being declared unconditional in all respects and
subject to any applicable requirements of the London Stock Exchange
and subject to Spadille having by virtue of its shareholdings and
acceptances of the Offer, acquired or agreed to acquire issued
share capital carrying 75 per cent of the voting rights of
Northacre, Spadille intends to procure that Northacre applies to
the London Stock Exchange for the admission to trading of the
Northacre Shares to be cancelled. It is anticipated that such
cancellation will take effect no earlier than twenty business days
after Spadille has by virtue of its shareholdings and acceptances
of the Offer, acquired or agreed to acquire issued share capital
carrying 75 per cent of the voting rights of Northacre.
Cancellation of admission would significantly reduce the liquidity
and marketability of any Northacre Shares in respect of which
acceptances of the Offer are not submitted.
If sufficient acceptances are received, Spadille intends to
apply the provisions of sections 979-991 (inclusive) of the
Companies Act 2006 to acquire compulsorily any outstanding
Northacre Shares to which the Offer relates.
It is also proposed that Northacre will be re-registered as a
private company in due course.
General
The formal offer document setting out details of the Offer will
be despatched to Northacre Shareholders by finnCap (on behalf of
Spadille) as soon as practicable and in any event within 28 days of
the date of this announcement.
This announcement does not constitute an offer or an invitation
to purchase any securities.
The Offer will comply with the applicable rules and regulations
of the London Stock Exchange, the Takeover Code and the AIM Rules
for Companies, will be governed by English law and will be subject
to the exclusive jurisdiction of the English courts. In addition,
it will be on the terms and subject to the conditions set out in
this announcement and in the Offer Document.
The Independent Directors accept responsibility for the
information, background and reasons provided for the basis of their
recommendation of the Offer. The Northacre Directors accept
responsibility for all further information contained in this
announcement relating to the Northacre Group, themselves and their
immediate families, related trusts and connected persons. The
Spadille Directors accept responsibility for all of the other
information contained in this announcement. To the best of the
knowledge and belief of the Independent Directors, the Northacre
Directors and the Spadille Directors (who have taken all reasonable
care to ensure that such is the case) the information contained in
this announcement for which they are respectively responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
The Conditions and certain further terms of the Offer are set
out in Appendix 1 to this announcement. Appendix 1 also sets out
the sources and bases of certain financial and other information
contained in this announcement. Appendix 2 contains a summary of
the terms of the Loan Notes. Appendix 3 contains the definitions of
certain terms used in this announcement.
finnCap has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which they
appear.
Ernst & Young has given and has not withdrawn its written
consent to the issue of this announcement with the inclusion herein
of the references to its name in the form and context in which they
appear.
finnCap, which is regulated by the Financial Services Authority,
is acting for Spadille in connection with the Offer and no-one else
and will not be responsible to anyone other than Spadille for
providing the protections afforded to customers of finnCap or for
providing advice in relation to the Offer.
Ernst & Young, which is regulated by the Financial Services
Authority, is acting for Northacre in connection with the Offer and
no-one else and will not be responsible to anyone other than
Northacre for providing the protections afforded to customers of
Ernst & Young or for providing advice in relation to the
Offer.
Please note that addresses, electronic addresses and certain
other information provided by Northacre shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Northacre may be provided to an offeror as
required under the Takeover Code.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent to you. This announcement and
all future documents, announcements and information can be
requested in hard copy form (free of charge), by submitting a
request in writing to Northacre PLC, 8 Albion Riverside, 8 Hester
Road, London SW11 4AX or by calling 020 7349 8000.
A copy of this announcement will be published on Northacre's
website by 12 noon on Friday 18 January 2013. The announcement can
be viewed at www.northacre.com.
Display documents
The following documents will be published on Northacre's website
by 12 noon on Friday 18 January 2013:
-- the Loan Note Instrument dated 17 January 2013;
-- an intercompany loan agreement between ADCM and Spadille
dated 17 January 2013; and
-- the NDA.
Overseas territories
Unless otherwise determined by Spadille and permitted by
applicable law and regulation, this announcement will not be made,
directly or indirectly, in or into, or by the use of the mails or
by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, Canada,
Australia or Japan). Accordingly, copies of this announcement are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from a
Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from a Restricted Jurisdiction. This announcement has been
prepared for the purposes of complying with English law and the
Takeover 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 jurisdiction outside of
England. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. If
you are in any doubt about your position, you should consult your
legal adviser in the relevant territory without delay.
The Loan Notes to be issued in connection with the proposed
Offer have not been, nor will they be, registered under the US
Securities Act or under the securities laws of any state of the
United States; the relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Loan Notes have not
been, nor will they be, registered under or offered in compliance
with applicable securities laws of any state, province, territory
or jurisdiction of Canada, Australia or Japan. Accordingly, the
Loan Notes are not being and may not be (unless an exemption under
relevant securities laws is applicable) offered, sold, resold or
delivered, directly or indirectly, in or into or from the United
States, Canada, Australia or Japan or any other jurisdiction if to
do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for
the account or benefit of, any United States, Canadian, Australian
or Japanese person.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Northacre announced on
20 December 2012 and confirms that it still has in issue 26,723,643
ordinary shares of 2.5 pence each all of which are admitted to
trading on AIM. The ISIN of the Northacre Shares is
GB0006877939.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions of the Offer
Except where the context otherwise requires, references in this
Appendix to:
(a) the "Offer" include any revision or extension of it; and
(b) the Offer "becoming unconditional" include references to the
Offer being declared unconditional, and are to be construed as
references to the Offer becoming unconditional as to acceptances
whether or not any other condition of the Offer remains to be
fulfilled.
1 The Offer will comply with the Takeover Code and will be
subject to the following conditions.
1.1 Valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 pm on the first closing date of the Offer (or
such later time(s) and/or date(s) as Spadille may (subject to the
Takeover Code) decide) in respect of such number of Northacre
Shares which, together with Northacre Shares that Spadille shall
have acquired or agreed to acquire, whether pursuant to the Offer
or otherwise, will result in Spadille holding Northacre Shares
carrying in aggregate more than 50 per cent of the voting rights
then normally exercisable at general meetings of Northacre
(including for this purpose to the extent, if any, required by the
Panel, any votes attributable to Northacre Shares which are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the
exercise of conversion or subscription rights or otherwise).
For the purpose of this condition, Northacre Shares which have
been unconditionally allotted but not issued shall be deemed to
carry the votes which they will carry upon issue.
1.2 It being established in terms satisfactory to Spadille that
the proposed acquisition of Northacre by Spadille, or any matters
arising from it, will not be referred to the Competition Commission
under the Enterprise Act 2002 and/or that it is not the intention
of the European Commission, pursuant to Council Regulation (EC)
139/2004, either to initiate proceedings under article 6(1)(c) or
to make a referral to a competent authority of the United Kingdom
under article 9(1).
1.3 No government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency,
professional association or any other person or body in any
jurisdiction ("Authorities") having instituted or threatened any
action, proceedings, suit, enquiry or investigation or made,
proposed or enacted after the date of this announcement any
statute, regulation or order that would or might:
(a) make the Offer or the acquisition or proposed acquisition of
any Northacre Shares illegal or otherwise restrain, prohibit,
restrict or interfere in or materially delay implementation of, or
impose additional conditions or obligations with respect to, or
otherwise challenge the proposed acquisition of Northacre or any
Northacre Shares by Spadille;
(b) require or prevent the divestiture by Spadille or any of its
subsidiaries (the "Spadille Group") or any of its associated
companies (together the "wider Spadille Group") or by Northacre or
any of its subsidiaries (the "Northacre Group") or any associated
person (together the "wider Northacre Group") of all or any part of
their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or
property;
(c) impose any limitation on the ability of a member of the
Spadille Group to acquire or hold or effectively to exercise all
rights of ownership of Northacre Shares or on the ability of a
member of the Northacre Group or of the Spadille Group to hold or
effectively to exercise all or any rights of ownership of shares in
a member of the wider Northacre Group or to exercise management
control over a member of the wider Northacre Group; or
(d) otherwise adversely affect the business, profits or
prospects of a member of the wider Northacre Group or of the wider
Spadille Group;
and all applicable waiting periods during which any such
Authority could institute, implement or threaten any such action,
proceedings, suit, enquiry or investigation having expired or been
terminated. For this purpose "associated" means a corporation of
which not less than 20 per cent of the equity share capital is
held, directly or indirectly, by the relevant Group and a
partnership or joint venture in which a member of the relevant
Group is interested, directly or indirectly.
1.4 Save as Disclosed, there being no provision of any
arrangement, agreement, licence or other instrument to which a
member of the wider Northacre Group is a party, or by or to which
any of those members or any of their assets may be bound or be
subject, which could, in consequence of the proposed acquisition of
any of the Northacre Shares by Spadille or otherwise, result
in:
(a) monies borrowed by or other indebtedness of any such member
being or becoming repayable or capable of being declared repayable
prior to their stated maturity or the ability of any such member to
incur indebtedness being withdrawn or inhibited;
(b) any arrangement, agreement, licence, or other instrument
being terminated or adversely modified or adverse action being
taken or an onerous obligation arising under it;
(c) the interests or business of any member of the wider
Northacre Group in or with another firm, venture, company, body or
asset (or any arrangements relating to that business or interests)
being terminated, modified or affected;
(d) any member of the wider Northacre Group ceasing to be able
to carry on business under a name under which it presently does
so;
(e) the creation of a mortgage, charge, security or other
interest over the whole or any part of the business, property or
assets of any member of the wider Northacre Group or any such
security (whenever arising or having arisen) becoming enforceable;
or
(f) the disposal of assets or creation of liabilities by any
member of the wider Northacre Group (other than in the ordinary
course of business).
1.5 All necessary filings having been made, all appropriate
waiting periods under any applicable legislation or regulation of
any territory having expired or been terminated, all necessary
statutory and regulatory obligations in connection with the Offer
in any jurisdiction having been complied with and all
authorisations, orders, grants, recognitions, confirmations,
clearances, consents, permissions and approvals necessary for or
appropriate to the proposed acquisition in any jurisdiction being
obtained in terms and in form satisfactory to Spadille from all
appropriate Authorities or persons with whom any member of the
wider Northacre Group has entered into contractual arrangements,
and those authorisations, orders, grants, recognitions,
confirmations, clearances, consents, permissions and approvals
remaining in full force and effect and no notice of an intention to
revoke or not to renew them having been received.
1.6 Other than as disclosed in the audited consolidated accounts
of the Northacre Group for the year ended 29 February 2012 or the
unaudited interim results of the Northacre Group for the six months
period ended 31 August 2012 or otherwise Disclosed, no member of
the wider Northacre Group having, since 20 December 2012:
(a) issued or authorised or proposed the issue of additional
shares of any class or securities convertible into, or rights,
warrants or options to acquire, any shares or other securities or
redeemed, purchased or reduced any part of its share capital;
(b) declared, paid or made or proposed to declare, pay or make a
dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in Northacre;
(c) authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change
in its share or loan capital or, save in the ordinary course of
business, a disposal of assets, creation of a mortgage or
encumbrance over assets (or any right, title or interest in any
assets) or issue of debentures;
(d) otherwise than in the ordinary course of business incurred
or increased any indebtedness or contingent liability which is
material in the context of the Northacre Group taken as a whole, or
entered into a material contract, arrangement, reconstruction or
amalgamation;
(e) purchased, redeemed or announced a proposal to purchase or
redeem any of its own shares or other securities;
(f) proposed a voluntary winding-up;
(g) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(h) waived or compromised a claim which is material in the
context of the relevant member of the Northacre Group;
(i) disposed or transferred, mortgaged or encumbered assets or
any right, title or interest in an asset or entered into a contract
or commitment (whether in respect of capital expenditure or
otherwise) which is of a long-term or unusual nature or which
involves or could involve an obligation of a nature or magnitude
which is material in the context of the Northacre Group taken as a
whole;
(j) entered into or varied the terms of a service or consultancy
agreement with or in respect of the services of any of the
directors of Northacre; or
(k) entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in
this paragraph (other than those specifically excluded).
1.7 Other than as disclosed in the audited consolidated accounts
of the Northacre Group for the year ended 29 February 2012 or the
unaudited interim results of the Northacre Group for the six months
period ended 31 August 2012, since 20 December 2012 or otherwise
Disclosed:
(a) there having been no receiver or administrative receiver or
administrator appointed over a material part of the assets of any
member of the wider Northacre Group or analogous proceedings or
steps having taken place under the laws of any relevant
jurisdiction and there having been no application made for the
administration of, or notice of intention to appoint an
administrator filed in relation to, any member of the wider
Northacre Group or any equivalent proceedings or steps taken under
the laws of any relevant jurisdiction;
(b) there having been no material adverse change in the
financial or trading position or prospects of a member of the wider
Northacre Group;
(c) no material litigation, arbitration proceedings, prosecution
or other legal proceedings having been instituted or threatened or
remaining outstanding against or by a member of the wider Northacre
Group (whether as plaintiff or defendant or otherwise); and
(d) no contingent liability having arisen which might be likely
materially and adversely to affect a member of the wider Northacre
Group.
1.8 Spadille not having discovered:
(a) that the financial or business information concerning the
wider Northacre Group as contained in the information publicly
disclosed at any time by a member of the wider Northacre Group
either contains a material misrepresentation of fact or omits a
fact necessary to make the information contained in it not
materially misleading or that any contingent liability disclosed in
that information would or might materially and adversely affect
directly or indirectly the business, profits or prospects of a
member of the wider Northacre Group;
(b) that a partnership or company in which a member of the wider
Northacre Group has a significant economic interest and which is
not a subsidiary of Northacre is subject to a material liability,
contingent or otherwise, which is not disclosed in the annual
report and accounts of Northacre for the financial year ended 29
February 2012; or
(c) that there is a material liability (whether actual or
contingent) to make good, repair, reinstate or clean-up any
property now or previously owned, occupied or made use of by a past
or present member of the wider Northacre Group under any
environmental legislation, regulation or order of any
Authority,
and for the purposes of this Clause 1.8 a person shall be deemed
to own or have owned property if it has or had (as the case may be)
any interest in it.
Certain further terms of the Offer
2 The Offer will comply with the Takeover Code and will be
governed by and construed in accordance with English law. The
English courts will have exclusive jurisdiction for determining any
matter which may arise under or in connection with any such
contract.
3 The Northacre Shares will be acquired free from all liens,
charges, equitable interests and encumbrances and third-party
rights and together with all rights attaching to them, including
the right to all dividends or other distributions declared, made or
paid after the date of this announcement.
4 Spadille will reserve the right to waive, in whole or in part,
all or any of Clause 1.2 to Clause 1.8 inclusive. Clause 1.2 to
Clause 1.8 inclusive must be satisfied as at, or waived on or
before, the 21st day after the later of the first closing date of
the Offer and the date on which Clause 1.1 is fulfilled (or in each
such case such later date as the Panel may agree). Spadille shall,
however, be under no obligation to waive or treat as fulfilled any
of Clause 1.2 to Clause 1.8 inclusive by a date earlier than the
latest date specified above for its satisfaction notwithstanding
that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment.
5 If Spadille is required by the Panel to make an offer or
offers for Northacre Shares under the provisions of Rule 9 of the
Takeover Code, Spadille may make such alterations to the conditions
as are necessary to comply with the provisions of that rule.
6 The Offer will lapse if, before 3.00 pm on the first closing
date or before the date when the Offer becomes or is declared
unconditional as to acceptances, whichever is the later, the
acquisition by Spadille of Northacre is either referred to the
Competition Commission or results in the European Commission,
pursuant to Council Regulation (EC) 139/2004, initiating
proceedings under article 6(1)(c) or making a referral to a
competent authority of the United Kingdom under article 9(1). In
such circumstances, the Offer will cease to become capable of
further acceptance and accepting Northacre Shareholders and
Spadille shall cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.
7 The availability of the Loan Note Alternative will be
conditional upon the consent of the Jersey Financial Services
Commission pursuant to the Control of Borrowing (Jersey) Order
1958, as amended, to the issue by Spadille of the Loan Notes and
the consent of the Jersey Registrar of Companies pursuant to the
Companies (General Provisions) (Jersey) Order 2002, to the
circulation of the Offer Document.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
In this announcement:
1 Unless otherwise stated:
(a) financial information relating to the Northacre Group has
been extracted or derived (without any adjustment) from the audited
consolidated accounts of the Northacre Group for the year ended 29
February 2012 or the unaudited interim results of the Northacre
Group for the six month period ended 31 August 2012; and
(b) the value of the Offer based on the Offer price of 96 pence
per Northacre Share is calculated on the basis of the number of
Northacre Shares in issue referred to in paragraph 2 below.
2 As at the close of business on 19 December 2012 (being the
last Business Day prior to the commencement of the Offer Period)
Northacre had in issue 26,723,643 Shares. The ISIN Number for
Northacre Shares is GB0006877939.
3 Unless otherwise stated, all prices and closing prices for
Northacre Shares are closing quotations of a Northacre Share at the
close of business on a particular trading day as derived from the
Daily Official List of the London Stock Exchange published for that
day.
4 The premium calculation to the price per Northacre Share have
been calculated by reference to a price of 79 pence per Northacre
Share being the closing mid--market price on 19 December 2012, the
Business Day immediately prior to the commencement of the Offer
Period.
Appendix 3
PRINCIPAL TERMS OF THE LOAN NOTES
Loan note To be issued by Spadille.
issuer:
------------------ ---------------------------------
Loan note Repayable in full on 17 January
maturity 2014 (the "maturity date").
date and In addition, the issuer of
early repayment: the loan notes may repay the
loan notes in whole or in
part at any time before such
maturity date.
------------------ ---------------------------------
Loan note Interest rate of 10 per cent
interest: (ten per cent) per annum.
Interest payable on the earlier
of the repayment in full of
the loan notes and the maturity
date.
------------------ ---------------------------------
Loan note Not transferable.
transferability:
------------------ ---------------------------------
Security Unsecured.
------------------ ---------------------------------
Appendix 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"ADCM" means Abu Dhabi Capital Management LLC.
"Australia" means the commonwealth of Australia, its states,
territories or possessions.
"Business Day" means any day (other than a Saturday or Sunday or
a public holiday) on which banks generally are open for business in
London (other than solely for settlement and trading in Euro).
"Canada" means Canada, its possessions, provinces and
territories and all areas subject to its jurisdiction or any
political subdivision thereof.
"Cash Offer" means the recommended cash offer to be made by
Spadille to acquire all of the issued and to be issued Northacre
Shares not already owned by Spadille on the terms and subject to
the conditions to be set out in the Offer Document and the Form of
Acceptance and, where the context so requires, any subsequent
revision, variation, extension or renewal thereof.
"Dealing Disclosure" shall have the meaning as set out in Rule 8
of the Takeover Code.
"Disclosed" means disclosed by Northacre, or its advisers, to
Spadille, ADCM or their advisers before the date of this
announcement.
"Ernst & Young" means Ernst & Young LLP, financial
adviser to Northacre.
"finnCap" means finnCap Limited, financial adviser to
Spadille.
"Form of Acceptance" means the form of acceptance and authority
relating to the Offer to be sent to Northacre Shareholders with the
Offer Document.
"Independent Directors" means each of Brian Harris and Malcolm
Williams.
"Japan" means Japan, its cities, prefectures, territories and
possessions.
"Loan Note Alternative" means the alternative under the Offer
whereby eligible Northacre Shareholders (other than certain
Overseas Shareholders) who validly accept the Offer may elect to
receive Loan Notes instead of all of the cash consideration to
which they would otherwise be entitled under the Offer.
"Loan Note Instrument" means the document constituting the Loan
Notes.
"Loan Notes" means the 10 per cent unsecured loan notes to be
issued by Spadille pursuant to the Loan Note Alternative.
"London Stock Exchange" means London Stock Exchange plc.
"Offer" means the recommended offer to be made by Spadille to
acquire all of the issued and to be issued Northacre Shares not
already owned by Spadille on the terms and subject to the
conditions to be set out in the Offer Document and the Form of
Acceptance (including, where the context so requires, any
subsequent revision, variation, extension or renewal of such
offer).
"Offer Document" means the document to be sent to Northacre
Shareholders containing the terms and conditions of the Offer.
"Offer Period" means the period commencing on 20 December 2012
until the latest of (i) the date falling 21 days following the date
of the Offer; (ii) the date on which the Offer lapses; and (iii)
the date on which the Offer becomes unconditional.
"Opening Position Disclosure" shall have the meaning as set out
in Rule 8 of the Takeover Code.
"Northacre" means Northacre plc.
"Northacre Directors" means each of Klas Nilsson, Ken MacRae,
Mohamed AlRafi, Brian Harris and Malcolm Williams, being all of the
directors of Northacre.
"Northacre Group" means Northacre and its subsidiary
undertakings.
"Northacre Shareholders" means holders of Northacre Shares.
"Northacre Shares" means the existing unconditionally allotted
or issued and fully paid (or credited as fully paid) ordinary
shares of 2.5 pence each in the capital of Northacre and any such
further shares which are unconditionally allotted or issued fully
paid while the Offer remains open for acceptance or, subject to the
provisions of the Takeover Code, by such earlier date as Spadille
may determine.
"Overseas Shareholders" means Northacre Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom.
"Panel" means the Panel on Takeovers and Mergers.
"relevant Spadille securities" means ordinary shares in the
capital of Spadille, any other securities in the capital of
Spadille which are equity share capital, and securities convertible
into, rights to subscribe for, options (including traded options)
in respect of and derivatives referenced to, any of the
foregoing.
"relevant Northacre securities" means Northacre Shares, any
other securities in the capital of Northacre which carry voting
rights or which are equity share capital, and securities
convertible into, rights to subscribe for, options (including
traded options) in respect of and derivatives referenced to, any of
the foregoing.
"Restricted Jurisdictions" means the United States, Canada,
Australia or Japan or any other jurisdiction where extension or
acceptance of the Offer would violate the law of that
jurisdiction.
"short position" means a short position whether conditional or
absolute and whether in the money or otherwise including any short
position under a derivative, any agreement to sell or any delivery
obligations or right to require another person to purchase or take
delivery.
"Spadille" means Spadille Limited.
"Spadille Directors" means each of Jassim Alseddiqi and Mustafa
Kheriba, being all of the directors of Spadille.
"Spadille Group" means Spadilleand its subsidiary
undertakings.
"subsidiary" and "subsidiary undertaking" shall be construed in
accordance with the Companies Act 2006.
"Takeover Code" means the City Code on Takeovers and
Mergers.
"Treasury Share" means any share held as a treasury share as
defined in section 724(5) of the Companies Act 2006.
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland.
"US" or "United States" means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction.
In this announcement (including in the definitions of "Northacre
Shares" and "Offer"):
(a) any reference to a share or shares of Northacre being or to
be "unconditionally allotted or issued" on or before a specified
date, excludes:
(i) any ordinary share of 2.5 pence each held by Northacre as a
Treasury Share on the date of the Offer; and
(ii) any ordinary share of 2.5 pence each held by Northacre as a
Treasury Share after the date of the Offer but before the specified
date,
but includes any ordinary share of 2.5 pence each that ceases or
will cease to be held as a Treasury Share before the specified
date; and
(b) any reference to the entire or all of the "issued and to be
issued" share capital of Northacre or Northacre Shares shall be
construed accordingly; and
(c) percentages of voting rights, share capital and relevant
Northacre securities and relevant Spadille securities are
calculated by reference to the relevant percentage held and in
issue outside treasury.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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