TIDMNTA
RNS Number : 9664Y
Abu Dhabi Capital Management LLC
01 March 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.
RECOMMENDED MANDATORY CASH OFFER
by
SPADILLE LIMITED ("SPADILLE")
for
NORTHACRE PLC ("NORTHACRE")
First and Final Closing Date
On 17 January 2013, Spadille announced a mandatory cash offer to
acquire the entire issued and to be issued share capital of
Northacre, the full terms and conditions of which and the
procedures for acceptance were set out in the offer document posted
to Northacre Shareholders on 7 February 2013 ("Offer Document"). On
15 February 2013, Spadille announced that the Offer was wholly
unconditional.
Spadille is now pleased to announce that, as at 1.00 p.m. on 28
February 2013 (being the first closing date of the Offer), Spadille
had received valid acceptances of the Offer in respect of 3,972,998
Northacre Shares (representing approximately 14.86 per cent. of the
existing issued share capital of Northacre), all of which Spadille
may count towards the satisfaction of the acceptance condition to
the Offer. Together with the 13,365,000 Northacre Shares already
acquired, these represent 64.88 per cent. of Northacre's issued
share capital.
The Offer is wholly unconditional and has been since 15 February
2013 and therefore the Offer will now only remain open for
acceptances until 1.00 p.m. (London time) on 14 March 2013.
Northacre Shareholders who have not yet accepted the Offer are,
therefore, encouraged to do so without delay.
Acceptances of the Offer should be received in accordance with
the instructions contained in the Offer Document. In the case of
Northacre Shares held in certificated form, the Form of Acceptance
should be completed and returned. If you are a holder of Northacre
Shares in uncertificated form (that is in CREST), you should ensure
that your TTE Instruction is settled.
If you are in any doubt about the Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
Save as set out above, on 27 February 2013 (being the last
practicable date prior to the publication of this announcement),
neither Spadille, nor any person acting in concert with Spadille
has any interest in or right to subscribe for any relevant
securities of Northacre nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of
Northacre. For these purposes, "arrangement" includes any agreement
to sell or any delivery obligation or right to require another
person to purchase or take delivery of any relevant securities of
Northacre and any borrowing or lending of any relevant securities
of Northacre which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to the Northacre Shares.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
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
finnCap Ltd, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Spadille and for no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Spadille for providing the
protections afforded to clients of finnCap Ltd nor for providing
advice in connection with the Offer or any matter referred to
herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Offer or otherwise.
This announcement has been prepared for the purpose of complying
with English law and the City 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 the United Kingdom.
The directors of Spadille accept responsibility for all of the
information contained in this announcement. To the best of the
knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case) the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 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 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 Code, any person who is, or becomes,
interested in 1% 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 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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