TIDMNTBR
RNS Number : 5864O
Cedarvale Holdings Ltd
03 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION
FOR IMMEDIATE RELEASE
3 October 2019
POSTING OF TER OFFER DOCUMENT
On 26 September 2019, Cedarvale Holdings Ltd ("Cedarvale")
announced, by means of a regulatory information service
announcement (the "Announcement"), its intention to make an offer
to acquire up to 5,400,000 ordinary shares in the capital of
Northern Bear plc ("Northern Bear"), at 72 pence per Share,
representing a 20.0% premium above the closing bid price on the
Business Day preceding the Announcement.
Cedarvale is pleased to announce that the tender offer circular
and tender form, containing (among other information) the full
terms of, and conditions to, the Tender Offer and the procedures
for tendering (collectively the "Tender Offer Document") is being
posted by Cedarvale today, together with the accompanying Tender
Form to the holders of ordinary shares in the capital of Northern
Bear plc.
Defined terms used but not defined in this announcement have the
meanings set out in the Tender Offer Document.
Details of the Tender Offer
Cedarvale Holdings Ltd is a private investment holding company
incorporated in England & Wales. Jeff Baryshnik, a Canadian
citizen and resident, is Cedarvale's sole director and beneficial
owner. Mr Baryshnik's principal occupation is as President of
Republic Funds USA Inc, a private asset management firm he founded
in 2009 and whose primary business is advising its affiliated
partnerships on the purchase, sale and asset management of U.S.
real estate. Jeff Baryshnik is a Trustee of True North Commercial
Real Estate Investment Trust, publicly listed on the Toronto Stock
Exchange, for which he also serves on its Investment Committee.
Prior to forming Republic Funds USA Inc, Mr Baryshnik worked at
various financial services firms including Morgan Stanley and
Citadel. Jeff Baryshnik earned an MBA from New York University's
Stern School of Business and an HBA from Western University's
Richard Ivey School of Business.
At the date of the Tender Offer Document, Cedarvale does not
hold any Northern Bear Shares. Cedarvale's Beneficial Owner holds
81,500 Northern Bear Shares in his personal capacity, representing
0.44% of the issued share capital of Northern Bear. Cedarvale and
its Beneficial Owner (collectively, the "Cedarvale Investors") form
a concert party for the purposes of the Code.
No Intention to Make an Offer for Northern Bear
Cedarvale does not intend to make an offer to acquire the entire
issued and to be issued ordinary share capital of Northern Bear
pursuant to Rule 2.7 of the Code.
Rule 2.8 of the Code applies to the foregoing statement.
Accordingly, the Cedarvale Investors and any other persons acting
in concert with them will, except with the consent of the Panel, be
bound by the restrictions under Rule 2.8 of the Code.
Cedarvale reserves the right to acquire Northern Bear Shares,
subject to, and in accordance with, the Code and other applicable
regulations. For the purpose of Rule 2.8 of the Code, Cedarvale
reserves the right to make or participate in an offer for Northern
Bear (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Code) within the next six months
following the date of the Announcement: (i) with the agreement or
recommendation of the board of directors of Northern Bear; (ii)
following the announcement of a firm intention to make an offer for
Northern Bear by or on behalf of a third party; (iii) following the
announcement by Northern Bear of a "whitewash" proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of
the Code) or a reverse takeover (as defined in the Code); or (iv)
where the Panel on Takeovers and Mergers has determined that there
has been a material change of circumstances.
Tender Offer
Pursuant to the Tender Offer, Cedarvale is offering to acquire
on the terms and subject to the conditions set out in the Tender
Offer Document and in the Tender Form, up to 5,400,000 Northern
Bear Shares as follows:
For each Northern Bear Share: 72 pence in cash
The offer is conditional upon Cedarvale obtaining acceptances
representing at least 185,193 Northern Bear Shares, being such
number of Northern Bear Shares as represents 1% of such issued
share capital of Northern Bear carrying voting rights (the "Minimum
Tender Amount").
If the Tender Offer is accepted in full, the Cedarvale Investors
would be interested in 5,481,500 Northern Bear Shares, which would
represent approximately 29.6% of the issued share capital of
Northern Bear as at the date of the Tender Offer Document.
Consideration for Northern Bear Shares tendered in connection
with the Tender Offer will be in cash only.
The Tender Offer will close at 1.00 p.m. on 24 October 2019.
Details of the terms of the Tender Offer also have been set out
in formal advertisements published on the date of the Tender Offer
Document in The Financial Times and The Times newspapers.
In accordance with the Code, Cedarvale and any persons acting in
concert with them are not permitted to acquire any Northern Bear
Shares other than pursuant to the Tender Offer before the result of
the Tender Offer has been announced.
Premium Above the Northern Bear Share price
As of the last Business Day preceding Cedarvale's Announcement,
the Tender Offer price represents a 20.0% premium above the closing
bid price of 60 pence per Northern Bear Share and a 17.1% premium
above the middle market closing price of 61.50 pence per Northern
Bear Share.
Terms of the Tender Offer
The Tender Offer is subject to the following terms:
(a) Northern Bear Shares may be tendered under the Tender Offer
at a price of 72 pence per share in cash. Subject to sub-paragraph
(g) below, all Tenders will be irrevocable.
(b) If the total number of Northern Bear Shares tendered exceeds
5,400,000, Tenders will be scaled back pro rata by the number of
Northern Bear Shares tendered.
(c) The Tender Offer will remain open until the Closing Date.
The Tender Offer will only be available to Northern Bear
Shareholders who are on the Register at 6.00 p.m. on the Record
Date and in respect of the number of Northern Bear Shares held by
such Northern Bear Shareholders as at that time.
(d) Northern Bear Shareholders may tender all or any part of their holdings.
(e) Northern Bear Shares successfully tendered pursuant to the
Tender Offer will be acquired by Cedarvale fully paid and free from
all liens, charges, equitable interests and encumbrances and
together with all rights attaching thereto, including but not
limited to the right to all dividends and other distributions (or
equivalent) declared on or after the date of the Tender Offer
Document, and the right to attend and vote at any shareholder
meeting of Northern Bear held after such date.
(f) The results of the Tender Offer and, if applicable, the
extent to which any Tender will be scaled back, will be announced
by 8.00 a.m. on 25 October 2019, being the Business Day following
the Closing Date.
(g) The Tender Offer is conditional on the receipt by Cedarvale
of Tenders totalling not less than the Minimum Tender Amount being
such number of Northern Bear Shares as represents 1% of such issued
share capital of Northern Bear carrying voting rights (the "Minimum
Condition"), by the Closing Date. This condition may not be waived.
Accordingly, if the Minimum Condition is not satisfied by the
Closing Date, the Tender Offer will be void.
(h) In respect of Northern Bear Shares held in uncertificated
form, all Tenders must be made in accordance with the instructions
set out in the Tender Offer Document. A Tender of uncertificated
shares only will be valid when the procedure set out in the Tender
Offer Document is complied with, save where this condition is
expressly waived by Cedarvale in its sole discretion.
Northern Bear Shareholders holding Northern Bear Shares in
uncertificated form should not complete the Tender Form and instead
should follow the instructions detailed herein for uncertificated
shares.
(i) In respect of Northern Bear Shares held in certificated
form, all Tenders must be made on the Tender Form which accompanies
the Tender Offer Document. Tender Forms must be duly completed in
accordance with the instructions set out in the Tender Offer
Document and in the Tender Form, which (together with the notes in
the Tender Form) constitute part of the terms of the Tender Offer.
A Tender of certificated Northern Bear Shares will only be valid
where the procedure for tendering set out in the Tender Offer
Document and in the Tender Form is complied with, save where this
condition is expressly waived by Cedarvale in its sole
discretion.
(j) The Tender Offer and all Tenders will be governed by, and
construed in accordance with, English law and delivery of a Tender
Form or receipt of the TTE Instruction will constitute submission
to the jurisdiction of the English courts.
(k) No person outside the UK receiving a copy of the Tender
Offer Document or any Tender Form may treat the same as
constituting an invitation or offer to him unless the Tender Offer
is lawfully made in the relevant territory. It is the
responsibility of any such person to satisfy himself as to full
observance of the laws of that territory.
(l) All documents and remittances sent by or to Northern Bear
Shareholders will be sent at the risk of the person entitled to
them. If the Tender Offer does not become or is not declared
unconditional or otherwise lapses, Tender Forms, share certificates
and other documents of title will be returned by post not later
than ten Business Days after the date of such lapse, or, in the
case of Northern Bear Shares held in uncertificated form, the
Escrow Agent will provide instructions to Euroclear to transfer all
Northern Bear Shares held in escrow balance by TFE Instruction to
the original available balances to which those Northern Bear Shares
relate, as soon as practicable.
(m) If only part of a holding of Northern Bear Shares is
successfully tendered pursuant to the Tender Offer, the relevant
Northern Bear Shareholder will be entitled to the following:
i. if Northern Bear Shares are held in certificated form - a
certificate in respect of the unsold Northern Bear Shares from
Northern Bear; or
ii. if Northern Bear Shares are held in uncertificated form -
the transfer by the Escrow Agent, of the original available
balances of those unsold Northern Bear Shares.
(n) Further copies of the Tender Form may be obtained on request
from the Receiving Agent, Neville Registrars Limited, whose office
is at Neville House, Steelpark Road, Halesowen, West Midlands B62
8HD and whose additional contact details are on page 3.
(o) All decisions as to the number of Northern Bear Shares
tendered and the validity, eligibility (including the time and date
of receipt), priority and acceptance for payment of any Tender of
Northern Bear Shares will be made by Cedarvale in its sole
discretion, which decision shall be final and binding on all of the
parties (except as otherwise required under applicable law).
Cedarvale reserves the absolute right to reject any or all Tenders
it determines not to be in proper form or the acceptance or payment
for which, in the opinion of Cedarvale, may be unlawful. No Tender
of Northern Bear Shares will be deemed to be validly made until all
defects or irregularities have been cured or waived.
None of Cedarvale, its Beneficial Owner, the Receiving Agent or
any other person is or will be obliged to give notice of any
defects or irregularities in Tenders, and none of them will incur
any liability for failure to give any such notice.
(p) Northern Bear Shares successfully tendered will be acquired
by Cedarvale, up to a maximum of 5,400,000 Northern Bear Shares,
representing approximately 29.6% of the issued share capital of
Northern Bear when aggregated with the Northern Bear Shares already
held by Cedarvale Investors.
(q) Any accidental omission to provide, or any delay or
non-receipt of, the Tender Offer Document or the Tender Form by any
person entitled to receive the same shall not invalidate any aspect
of the Tender Offer. Any capitalised term used herein and not
defined in this letter shall have the meaning ascribed thereto in
the Tender Offer. Certain figures have been subjected to rounding
adjustments.
Procedure for Tendering
To take up the Tender Offer:
(a) Northern Bear Shareholders who hold Northern Bear Shares in
uncertificated form, i.e. electronically in CREST, must follow the
procedure set out in the "shares held in uncertificated form"
paragraph below; and
(b) Northern Bear Shareholders who hold Northern Bear Shares in
certificated form, i.e. in paper form, must complete and return the
Tender Form in accordance with the instructions set out in "shares
held in certificated form" paragraph below, and the instructions
printed on the Tender Form. The below instructions should be read
together with the notes on the Tender Form.
(c) If you hold Northern Bear Shares in both certificated and
uncertificated forms, you should complete a Tender Form in respect
of the Northern Bear Shares held in certificated form and send a
TTE Instruction in respect of the Northern Bear Shares held in
uncertificated form.
Northern Bear Shareholders who do not wish to tender any
Northern Bear Shares under the Tender Offer should take no action,
either in relation to the Tender Form or the sending of a TTE
Instruction.
Shares held in uncertificated form (i.e. electronically in
CREST)
If the Northern Bear Shares which you wish to tender are held in
uncertificated form, you must take (or procure to be taken) the
action set out below to transfer (by means of a TTE Instruction)
the number of Northern Bear Shares which you wish to Tender under
the Tender Offer to an escrow balance, specifying Neville
Registrars, (in its capacity as a CREST receiving agent under its
participant ID 7RA11 and member account NORTHERN referred to below)
as the Escrow Agent, as soon as possible and in any event so that
the transfer to escrow settles by not later than the Closing
Date.
If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Your CREST sponsor will be
able to confirm details of your participant ID and the member
account ID under which your Northern Bear Shares are held. In
addition, only your CREST sponsor will be able to send the TTE
Instruction to Euroclear in relation to the Northern Bear Shares
which you wish to tender.
You should send (or, if you are a CREST sponsored member,
procure that your CREST sponsor sends) a TTE Instruction to
Euroclear which must be properly authenticated in accordance with
Euroclear's specifications and which must contain, in addition to
other information that is required for the TTE Instruction to
settle in CREST, the following details:
-- the number of Northern Bear Shares to be transferred to an escrow balance;
-- your member account ID;
-- your participant ID;
-- the participant ID of the Escrow Agent, this is: 7RA11;
-- the member account ID of the Escrow Agent, this is: NORTHERN;
-- the corporate action number for the Tender Offer. This is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST;
-- a contact name and telephone number inserted in the shared note field;
-- the intended settlement date. This should be as soon as
possible and, in any event, not later than the Closing Date;
-- the Corporate Action ISIN. This is GB00B19FLM15; and
-- input with standard TTE Instruction of priority 80.
By sending a TTE Instruction, you irrevocably authorise and
instruct the Receiving Agent to undertake all necessary steps and
actions in order to complete and settle your acceptance of the
Tender Offer on your behalf.
After settlement of the TTE Instruction, you will not be able to
access the Northern Bear Shares concerned in CREST for any
transaction or for charging purposes, notwithstanding that they
will be held by the Escrow Agent for the Tender Offer until
completion or lapsing of the Tender Offer. If the Tender Offer
becomes unconditional, the Receiving Agent will collect the
Northern Bear Shares in escrow which have been tendered for onward
transfer to Cedarvale.
You are recommended to refer to the CREST Manual published by
Euroclear for further information on the CREST procedures outlined
above.
You should note that Euroclear does not make available special
procedures, in CREST, for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE Instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your CREST
sponsor) to enable a TTE Instruction relating to your Northern Bear
Shares to settle prior to the Closing Date. In this connection you
are referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
You are reminded that the Tender Offer closes at 1.00 p.m. on 24
October 2019, the Closing Date. The Tender Offer will only be
available to Northern Bear Shareholders who are on the Register at
6.00 p.m. on the Record Date and in respect of the number of
Northern Bear Shares held by such Northern Bear Shareholders as at
that date.
An appropriate announcement will be made if any of the details
contained in this paragraph are altered for any reason.
Shares held in certificated form (i.e. shares held in paper
form)
If the Northern Bear Shares which you wish to tender are held in
certificated form, you should complete the enclosed Tender Form and
return it together with the original certificate(s) and/or any
other forms of title. The completed and signed Tender Form should
be sent either by post or by hand during normal business hours only
to Neville Registrars Limited, whose office is at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD, as soon as
possible, and in any event, so as to be received not later than 1pm
on the Closing Date. No Tenders received after that time will be
accepted. No acknowledgement of receipt of documents will be given.
Any Tender Form received in an envelope postmarked in any
Restricted Jurisdiction or otherwise appearing to the director of
Cedarvale or its agents to have been sent from Restricted
Jurisdictions may be rejected as an invalid tender. For further
information on Overseas Shareholders, see the section headed
"Overseas Shareholders" below.
The completed and signed Tender Form should be accompanied by
the relevant share certificate(s) and/or other document(s) of
title.
If your share certificate(s) and/or other document(s) of title
are not readily available (for example, if they are with your
stockbroker, bank or other agent) or are lost, the Tender Form
should nevertheless be completed, signed and returned as described
above so as to be received by the Receiving Agent as soon as
possible, and in any event, so as to be received not later than 1pm
on the Closing Date, together with any share certificate(s) and/or
document(s) of title that you may have available.
In respect of those Northern Bear Shares for which your
certificate(s) is/are unavailable, you should complete a letter of
indemnity, which can be obtained by writing to Northern Bear's
registrar, Link Asset Services, 34 Beckenham Road, Beckenham, Kent
BR3 4TU or by first telephoning 0371 664 0445 or, if telephoning
from outside the UK, on +44 371 664 0445. The completed indemnity
should be returned to Northern Bear's registrar, who also should be
instructed at the time of completing the indemnity to send the
resulting new share certificate to the Receiving Agent, in order to
accompany your completed Tender Form.
Deposits of Shares into, and out of, CREST
Normal CREST procedures (including timings) apply in relation to
any Northern Bear Shares that are, or are to be, converted from
uncertificated to certificated form, or from certificated to
uncertificated form, during the course of the Tender Offer (whether
such conversion arises as a result of a transfer of Northern Bear
Shares or otherwise). Northern Bear Shareholders who elect to
convert any such Northern Bear Shares are recommended to ensure
that the conversion procedures are implemented in sufficient time
to enable the person holding or acquiring the Northern Bear Shares
as a result of the conversion to take all necessary steps in
connection with such person's participation in the Tender Offer (in
particular, as regards delivery of share certificates and/or other
documents of title or transfers to an escrow balance as described
above) prior to the Closing Date.
You are advised to read the Tender Offer Document carefully. If
you have any queries relating to the procedure for tendering,
please contact the Receiving Agent, Neville Registrars Limited, on
0121 585 1131 or, if telephoning from outside the UK, on +44 121
585 1131. Calls are chargeable at your network provider's standard
rate, and may be included within certain allowances. Calls from
outside the UK are chargeable at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. Lines are open from 9.00 a.m. until 5.00 p.m.
(London time) Monday to Friday (excluding UK public holidays) The
helpline cannot provide advice on the merits of the Tender Offer
nor give any financial, legal or tax advice. You also may email the
Receiving Agent at info@nevilleregistrars.co.uk.
Northern Bear Shareholders should note that, once tendered
pursuant to the Tender Offer, Northern Bear Shares may not be sold,
transferred, charged or otherwise disposed of other than in
accordance with the Tender Offer.
Settlement
Settlement of the consideration to which any Northern Bear
Shareholder is entitled pursuant to valid tenders accepted by
Cedarvale will be made within 14 days of the Closing Date (or such
later date as Cedarvale, in its sole discretion, may reasonably
determine is necessary to verify that any relevant Tender Form is
valid but in such case, not later than an additional 14 days), as
follows:
(i) Northern Bear Shares held in uncertificated form, i.e. electronically in CREST
Where an accepted Tender relates to Northern Bear Shares held in
uncertificated form, the consideration due will be paid by means of
a CREST payment in favour of the tendering Northern Bear
Shareholder's payment bank in accordance with the CREST payment
arrangements.
(ii) Northern Bear Shares held in certificated form, i.e. Share certificates made of paper
Where an accepted Tender relates to Northern Bear Shares held in
certificated form, cheques for the consideration due will be
dispatched by the Receiving Agent by first class post to the
Northern Bear Shareholder(s) or agent whose name and address
(outside of Australia, Canada, Japan, New Zealand, South Africa,
and the United States) is set out in Box 1 (or, if relevant, Box 3)
of the Tender Form or, if none is set out, to the registered
address of the tendering Northern Bear Shareholder or, in the case
of joint holders, the address of the first named. All payments will
be made in pounds sterling by cheque drawn on a branch of a UK
clearing bank.
Effect of Tender
Each Northern Bear Shareholder by whom, or on whose behalf a
Tender Form is executed, or a TTE Instruction is given irrevocably
undertakes, represents, warrants and agrees to and with Cedarvale
(so as to bind him, his personal representatives, heirs, successors
and assigns) that:
(a) the execution of the Tender Form or the receipt of a TTE
Instruction (as the case may be) shall constitute an offer to sell
to Cedarvale such number of Northern Bear Shares as are inserted
(or deemed to have been inserted) in Boxes 1A or 1B of the Tender
Form, included in the TTE Instruction or deemed to be rendered, in
each case, on and subject to the terms and conditions set out or
referred to in the Tender Offer Document and the Tender Form and
that, once lodged or received (as the case may be), such Tender
shall be irrevocable;
(b) such Northern Bear Shareholder has full power and authority
to tender, sell, assign or transfer the Northern Bear Shares in
respect of which such offer is accepted (together with all rights
attaching thereto) and, when the same are purchased by Cedarvale,
Cedarvale will acquire such Northern Bear Shares with full title
guarantee and free from all liens, charges, encumbrances, equitable
interests, or pre-emption rights or other third party rights of any
nature and together with all rights attaching thereto, on or after
the date of the Tender Offer Document including the right to
receive all dividends and other distributions declared after that
date;
(c) the execution of the Tender Form or receipt of the TTE
Instruction will, subject to the Tender Offer becoming
unconditional, constitute the irrevocable appointment of Cedarvale,
or any person authorised by Cedarvale as such Northern Bear
Shareholder's attorney ("attorney"), and an irrevocable instruction
and authority to that attorney to complete and execute all or any
instruments of transfer and/or other documents at the attorney's
discretion in relation to the Northern Bear Shares referred to in
sub-paragraph (a) above in favour of Cedarvale or such other person
or persons as Cedarvale may direct and to deliver such
instrument(s) of transfer and/or other documents at the discretion
of the attorney, together with the share certificate(s) and/or
other document(s) relating to such Northern Bear Shares, for
registration within six months of the Tender Offer becoming
unconditional and to do all such other acts and things as may in
the opinion of such attorney be necessary or expedient for the
purpose of, or in connection with, the Tender Offer and to vest in
Cedarvale or its nominee(s) or such other person(s) as Cedarvale
may direct such Northern Bear Shares;
(d) such Northern Bear Shareholder agrees to ratify and confirm
each and every act or thing which may be done or effected by
Cedarvale or any of its directors or any person nominated by
Cedarvale as attorney in the proper exercise of its or his or her
powers and/or authorities under the Tender Offer Document;
(e) such Northern Bear Shareholder holding Northern Bear Shares
in certificated form will deliver to the Receiving Agent their
share certificate(s) and/or other document(s) of title in respect
of the Northern Bear Shares referred to in sub-paragraph (a) above,
or an indemnity acceptable to Cedarvale and Northern Bear in lieu
thereof, or will procure the delivery of such document(s) to such
person as soon as possible afterwards and, in any event, no later
than 1.00 pm (London time) on the Closing Date;
(f) the provisions of the Tender Form shall be deemed to be
incorporated into the terms and conditions of the Tender Offer;
(g) such Northern Bear Shareholder shall do all such acts and
things as shall be necessary or expedient and execute any
additional documents deemed by Cedarvale to be desirable, in each
case to complete the purchase of the Northern Bear Shares and/or to
perfect any of the authorities expressed to be given under the
Tender Offer Document;
(h) such Northern Bear Shareholder, if an Overseas Shareholder,
has fully observed any applicable legal requirements, that the
invitation under the Tender Offer may be made to him under the laws
and regulations of the relevant jurisdiction and that he is
entitled to accept the Tender Offer under the laws and regulations
of the relevant jurisdiction;
(i) such Northern Bear Shareholder has not received or sent
copies or originals of the Tender Offer Document, the Tender Form
or any related documents in, into or from any Restricted
Jurisdiction and has not otherwise utilised in connection with the
Tender Offer, directly or indirectly, the mails or any means or
instrumentality (including, without limitation, facsimile
transmission, e-mail or other electronic transmission or telephone)
of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction, the Tender Form has not been mailed or otherwise sent
in, into or from any Restricted Jurisdiction, and such Northern
Bear Shareholder is accepting the Tender Offer from outside any
Restricted Jurisdiction;
(j) the creation of an assured payment obligation in favour of
such Northern Bear Shareholder's payment bank in accordance with
the CREST assured payment arrangements as referred to in
sub-paragraph (i) of the Settlement section above will, to the
extent of the obligations so created, discharge fully any
obligation of Cedarvale to pay such Northern Bear Shareholder the
consideration to which he is entitled under the Tender Offer in
respect of Northern Bear Shares held in uncertificated form;
(k) on execution, the Tender Form takes effect as a deed; and
(l) the execution of the Tender Form or the receipt of a TTE
Instruction (as the case may be) constitutes such Northern Bear
Shareholder's submission to the jurisdiction of the courts of
England in relation to all matters arising out of or in connection
with the Tender Offer or the Tender Form.
To the extent not prohibited by or ineffective under applicable
law, each Northern Bear Shareholder by whom or on whose behalf a
Tender Form is executed or a TTE Instruction is given, irrevocably
agrees to assume liability for, pay and indemnify Cedarvale from
and against any and all liabilities, obligations, damages, losses,
settlements, judgments, claims, actions, suits, penalties, costs,
expenses and other sanctions (civil or criminal) suffered or
incurred by Cedarvale as a result of the breach by such Northern
Bear Shareholder of any of the undertakings, representations,
warranties, or agreements contained in this paragraph.
A reference above to a Northern Bear Shareholder includes a
reference to the person or persons executing the Tender Form or
giving the TTE Instruction. In the event of more than one person
executing a Tender Form or giving a TTE Instruction, the above
provisions will apply to them jointly and severally.
Overseas Shareholders
(i) The making of the Tender Offer in, or to persons who are
citizens or nationals of, or resident in, jurisdictions outside the
United Kingdom or custodians, nominees or trustees for citizens,
nationals or residents of jurisdictions outside the United Kingdom,
may be prohibited or affected by the laws of the relevant overseas
jurisdiction. Northern Bear Shareholders, who are Overseas
Shareholders, should inform themselves about and observe any
applicable legal requirements. It is the responsibility of any such
Northern Bear Shareholder wishing to tender Northern Bear Shares to
satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection with the Tender, including the
obtaining of any governmental, exchange control or other consents
which may be required, the compliance with other necessary
formalities and the payment of any transfer or other taxes or other
requisite payments due in such jurisdiction. Any such Northern Bear
Shareholder will be responsible for payment of any such transfer or
other taxes or other requisite payments due by whomsoever payable
and Cedarvale and any person acting on its behalf shall be fully
indemnified and held harmless by such Northern Bear Shareholder for
any such transfer or other taxes or other requisite payments such
person may be required to pay. No steps have been taken to qualify
the Tender Offer or to authorise the extending of the Tender Offer
or the distribution of the Tender Form in any territory outside the
United Kingdom.
(ii) In particular, the Tender Offer is not being made, directly
or indirectly, in or into or by use of mail or by any means or
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission or telephone) or interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction, and the Tender
Offer cannot be accepted by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction.
Accordingly, copies of the Tender Offer Document, the Tender
Forms and any related documents are not being and must not be
mailed or otherwise distributed or sent in, into or from a
Restricted Jurisdiction including to Northern Bear Shareholders
with registered addresses in a Restricted Jurisdiction or to
persons who are custodians, nominees or trustees holding shares for
persons in a Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute, send or
mail them in, into or from a Restricted Jurisdiction or use such
mails or any such means, instrumentality or facility in connection
with the Tender Offer, and so doing will render invalid any related
purported acceptance of the Tender Offer. Persons wishing to accept
the Tender Offer should not use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
relating to acceptance of the Tender Offer. Envelopes containing
Tender Forms should not be postmarked in a Restricted Jurisdiction
or otherwise dispatched from a Restricted Jurisdiction and all
accepting Northern Bear Shareholders must provide addresses outside
a Restricted Jurisdiction for the remittance of cash or return of
Tender Forms.
(iii) If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards the Tender Offer Document, the Tender Forms or any related
documents in, into or from any Restricted Jurisdiction or uses the
mails or any means or instrumentality (including, without
limitation, facsimile transmission, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction in connection with such forwarding,
such persons should: (i) inform the recipient of such fact; (ii)
explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and (iii) draw the attention
of the recipient to this paragraph.
(iv) The provisions of this paragraph and any other terms of the
Tender Offer relating to Overseas Shareholders may be waived,
varied or modified as regards specific Northern Bear Shareholders
or on a general basis by Cedarvale in its absolute discretion but
only if Cedarvale is satisfied that such waiver, variation or
modification will not constitute or give rise to a breach of
applicable securities law, or other law
(v) The provisions of this paragraph supersede any terms of the
Tender Offer inconsistent with this paragraph.
Overseas Shareholders should inform themselves about, and
observe, any applicable legal or regulatory requirements. If you
are in any doubt about your position, you should consult your
professional adviser in the relevant jurisdictions.
Taxation
The disposal of Northern Bear Shares pursuant to the Tender
Offer will constitute a disposal of Northern Bear Shares for the
purposes of UK taxation on capital gains and may give rise to
liability to taxation. Liability to UK taxation on capital gains
will depend on the individual circumstances of holders of Northern
Bear Shares, and any taxation matter may be subject to change in
the future. Any holders of Northern Bear Shares who are in any
doubt as to their own tax position, should consult their
professional advisers.
No Stamp Duty
Whilst Northern Bear is an AIM listed security, no stamp duty
reserve tax (SDRT) liability is applicable to any tendering
shareholders (or to Cedarvale) as of the date hereof.
If you have any queries relating to the procedure for tendering,
you may contact the Receiving Agent, Neville Registrars Limited, on
0121 585 1131 or, if telephoning from outside the UK, on +44 121
585 1131 and please refer to the important additional information
on page 3. You also may email the Receiving Agent at
info@nevilleregistrars.co.uk.
The following definitions apply throughout this announcement,
the Tender Offer Document and the Tender Form unless the context
requires otherwise:
"Announcement" the regulatory information service
announcement dated 26 September 2019;
"Australia" the Commonwealth of Australia, its
states, territories or possessions;
"Beneficial Owner" Jeff Baryshnik, beneficial owner of
Cedarvale Holdings Ltd;
"Business Day" a day (excluding Saturdays, Sundays
and public holidays) on which banks
are open for business in the City
of London;
"Cedarvale" Cedarvale Holdings Ltd, a company
incorporated in England & Wales with
registered number 12195328, whose
registered office is at 10 Finsbury
Square, London EC2A 1AF;
"Cedarvale Investors" a concert party consisting of Cedarvale
and its Beneficial Owner;
"Canada" Canada, its provinces, territories,
and all areas subject to its jurisdiction
and any political sub-division thereof;
"certificated" or shares in certificated form; that
"in certificated form" is, shares held in paper form;
"closing bid price" the bid quotation for the relevant
share on the close of trading on the
AIM market of the London Stock Exchange
on the relevant date;
"Closing Date" 1.00 p.m. on 24 October 2019;
"middle market closing the middle market quotation for the
price" relevant share on the close of trading
on the AIM market of the London Stock
Exchange on the relevant date;
"Code" the City Code on Takeovers and Mergers;
"CREST" the system for the electronic settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear in accordance with Regulations;
"CREST Manual" the CREST Reference Manual referred
to in agreements entered into by Euroclear;
"CREST member" a person who is, in relation to CREST,
a system-member (as defined in the
Regulations);
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in
the Regulations);
"CREST payment" has the meaning given to that term
in the CREST Manual;
"CREST sponsor" a person who is, in relation to CREST,
a sponsoring system-participant (as
defined in the Regulations);
"CREST sponsored member" a CREST member admitted to CREST as
a sponsor member;
"Escrow Agent" Neville Registrars Limited, whose
registered office is at Neville House,
Steelpark Road, Halesowen, West Midlands
B62 8HD and whose contact details
are listed on page 3;
"Euroclear" Euroclear UK & Ireland Limited;
"FSMA" the Financial Services and Markets
Act 200 (as amended);
"Japan" Japan, its cities, prefectures, territories
and possessions and all areas subject
to its jurisdiction and any political
sub-division thereof;
"London Stock Exchange" London Stock Exchange plc;
"member account ID" the identification code or number
attached to a participant ID in CREST;
"Minimum Tender Amount" such number of Northern Bear Shares
as represents 1% of such issued share
capital of Northern Bear carrying
voting rights;
"Overseas Shareholders" Northern Bear Shareholders whose registered
addresses are outside the UK or who
are citizens, residents or nationals
of countries other than the UK or
who are nominees of, or trustees for,
citizens, residents or nationals in
countries other than the UK;
"Northern Bear" Northern Bear plc;
"Northern Bear Shareholder" a holder or holders of Northern Bear
Shares;
"Northern Bear Shares" shares of 1 pence each in the capital
of Northern Bear;
"Panel" the Panel on Takeovers and Mergers;
"participant ID" the identification code used in CREST
to identify a particular CREST participant;
"Receiving Agent" Neville Registrars Limited, whose
registered office is at Neville House,
Steelpark Road, Halesowen, West Midlands
B62 8HD and whose contact details
are listed on page 3;
"Record Date" 6.00 p.m. on 24 October 2019;
"Register" the register of members of Northern
Bear;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755);
"Restricted Jurisdiction" Australia, Canada, Japan, New Zealand,
South Africa, the United States or
any other jurisdiction where the making
or acceptance of the Tender Offer
would violate the relevant laws of
that jurisdiction;
"Tender" a tender made by a Northern Bear Shareholder
in order to accept the Tender Offer;
"Tender Form" the tender form issued by Cedarvale
for use by Northern Bear Shareholders
in connection with the Tender Offer;
"Tender Offer" the tender offer by Cedarvale to Northern
Bear Shareholders to tender their
Northern Bear Shares on the terms
and conditions set out in the circular
and the Tender Form and, where the
context admits, any revision or subsequent
version, variation, extension or renewal
thereof;
"TFE Instructions" a transfer from escrow instruction
(as defined in the CREST Manual);
"TTE Instructions" a transfer to escrow instruction (as
defined in the CREST Manual);
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"uncertificated" or recorded on the Register as being
"in uncertificated form" held electronically, in uncertificated
form in CREST and title to which,
by virtue of the Regulations, may
be transferred by means of CREST;
and
"United States" the United States of America, its
possessions and territories, all areas
subject to its jurisdiction or any
political subdivision thereof, any
state of the United States of America
and the District of Columbia.
Enquiries:
Arden Partners plc
Tel: 020 7614 5900
Ciaran Walsh
Arden Partners plc, which is regulated by the Financial Conduct
Authority, has approved the Tender Offer Document for the purposes
of Section 21 of the Financial Services and Markets Act 2000, as
amended. Arden Partners plc is listed on the Financial Services
Register with the registration number 214032. Arden Partners plc is
a company incorporated under the laws of England and Wales and has
its registered office at 5 George Road, Edgbaston, Birmingham, B15
1NP. Arden Partners plc is acting for Cedarvale in relation to the
Tender Offer and is not acting for or advising any other person or
treating any other person as its customer in relation to such
transaction and will not be responsible to any other person for
providing the protections afforded to customers of Arden Partners
plc.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENMTBRTMBBMBTL
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