TIDMSUH
RNS Number : 7800A
FB Investors LLP
03 January 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
3 January 2018
RECOMMED PARTIAL CASH OFFER
by
FB INVESTORS LLP
for up to 67,393,960 ordinary shares, representing 70 per cent.
of the issued ordinary share capital, of
SUTTON HARBOUR HOLDINGS PLC
and
Proposed Share Subscription
Partial Offer declared wholly unconditional
1. Background
On 23 November 2017, FB Investors LLP ("FB Investors") and
Sutton Harbour Holdings plc ("SHH") jointly announced they had
reached agreement on the terms of a recommended partial cash offer
to be made by FB Investors to acquire up to 67,393,960 SHH Shares,
representing 70 per cent. of the issued ordinary share capital of
SHH, by way of a contractual offer under the Takeover Code at a
price of 29.5 pence per SHH Share (the "Partial Offer").
The full terms and conditions of the Partial Offer and the
procedures for approval and acceptance of the Partial Offer were
set out in the offer document dated 7 December 2017 (the "Partial
Offer Document").
2. Partial Offer declared wholly unconditional
FB Investors announces that the Acceptance Condition in respect
of the Partial Offer, as set out in sub-paragraph (a) of Part A of
Appendix 1 to the Partial Offer Document, has been satisfied. The
Partial Offer is, therefore, unconditional as to acceptances.
In addition, FB Investors announces that the Approval Condition
in respect of the Partial Offer, as set out in sub-paragraph (b) of
Part A of Appendix 1 to the Partial Offer Document, has been
satisfied.
All other remaining Conditions to the Partial Offer have been
satisfied or otherwise waived and accordingly the Partial Offer is
declared wholly unconditional.
3. Closing of the Partial Offer
In accordance with Rule 31.4 of the Takeover Code, the Partial
Offer, which remains subject to the further terms set out in the
Partial Offer Document, will remain open for acceptances until 1.00
p.m. on 16 January 2018, when the Partial Offer will close.
SHH Shares tendered in excess of those representing the Relevant
Percentage of an accepting SHH Shareholder's holding at the Record
Date will be subject to scaling down in accordance with paragraph
14 of Part II of, and paragraph 2 of Part B of Appendix 1 to, the
Partial Offer Document. FB Investors will make an announcement
stating the basis of such scaling down by 9.00 a.m. on 18 January
2018.
Details of the procedures for accepting the Partial Offer are
set out in the Partial Offer Document sent to SHH Shareholders on 7
December 2017. The Partial Offer Document is also available on the
websites of FB Investors, www.fbllp.co.uk, and SHH,
www.suttonharbourholdings.co.uk, respectively.
4. Settlement
With the consent of the Takeover Panel, the consideration to
which any SHH Shareholder is entitled under the Partial Offer will
be effected by the despatch of cheques or the crediting of CREST
accounts within 48 hours of the closing of the Partial Offer (i.e.
by 1.00 p.m. on 18 January 2018).
5. Level of acceptances and interest in SHH Shares
As at 1.00 p.m. on 2 January 2018, being the First Closing Date
of the Partial Offer, FB Investors had received valid acceptances
from SHH Shareholders in respect of 80,375,668 SHH Shares,
representing approximately 83.483 per cent. of the existing issued
ordinary share capital of SHH, which FB Investors may count towards
the satisfaction of the Acceptance Condition to the Partial
Offer.
These acceptances include those received in respect of
56,184,768 SHH Shares (representing approximately 58.36 per cent.
of the issued ordinary share capital of SHH) which were subject to
irrevocable undertakings given by SHH Directors and certain other
SHH Shareholders.
The valid acceptance of the Partial Offer by a SHH Director who
provided an irrevocable undertaking to do so in respect of 10,000
SHH Shares (representing approximately 0.01 per cent. of the issued
ordinary share capital of SHH) remains outstanding, although
instructions have been given by the relevant SHH Director to accept
the Partial Offer and the relevant SHH Director's acceptance is
expected to be received before the closing of the Partial Offer
referred to in paragraph 3 above.
6. Disclosure of interests
FB Investors does not hold any SHH Shares. FB Investors confirms
that no other holding of SHH Shares is required to be disclosed by
it under Rule 8 of the Takeover Code, other than pursuant to the
irrevocable undertakings referred to above.
As at the close of business on 2 January 2018, being the last
practicable date prior to the publication of this Announcement,
except for the irrevocable undertakings referred to in paragraph 5
above and the proposed Share Subscription described in the Partial
Offer Document, neither FB Investors nor any of its officers nor,
so far as the FB Investors Executive Committee is aware, any person
acting, or deemed to be acting, in concert with FB Investors:
-- had an interest in, or right to subscribe for, relevant securities of SHH;
-- had any short position in (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
obligation or right to require another person to purchase or take
delivery of, relevant securities of SHH;
-- had procured an irrevocable commitment or letter of intent to
accept the Partial Offer in respect of relevant securities of SHH;
or
-- had borrowed or lent any SHH Shares.
Save for the Subscription Agreement and as disclosed above, no
arrangement exists with FB Investors or any person acting in
concert with FB Investors in relation to SHH Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to SHH Shares which may be
an inducement to deal or refrain from dealing in such
securities.
7. Level of Approvals
As at 1.00 p.m. on 2 January 2018, being the First Closing Date
of the Partial Offer, FB Investors had received approvals from SHH
Shareholders in respect of 63,841,567 SHH Shares representing
66.310 per cent. of the voting rights of SHH. Such level of
approvals satisfy the Approval Condition in respect of the Partial
Offer as set out in sub-paragraph (b) of Part A of Appendix 1 to
the Partial Offer Document.
8. Share Subscription and SHH General Meeting
On 23 November 2017, FB Investors and SHH also announced that
they had agreed the terms on which FB Investors would make a
conditional subscription for 9,322,034 new SHH Shares (the
"Subscription Shares"), representing approximately 8.83 per cent.
of the enlarged issued ordinary share capital of SHH following
completion of the Share Subscription and the Partial Offer, at a
price of 29.5 pence per Subscription Share, being the Offer Price
(the "Share Subscription").
The Share Subscription is conditional upon (i) the Partial Offer
becoming, or being declared, wholly unconditional in accordance
with its terms, which has now occurred, and (ii) SHH Shareholders
approving at the SHH General Meeting the Resolutions necessary to
grant the SHH Directors sufficient authorities to issue the
Subscription Shares.
The SHH General Meeting is being held at 10.00 a.m. today.
9. Procedure of acceptance
SHH Shareholders who have not yet accepted the Partial Offer and
wish to do so may accept the Partial Offer, in accordance with the
procedures set out below and in paragraph 19 of Part 2 of the
Partial Offer Document, by no later than 1.00 p.m. on 16 January
2018 when the Partial Offer will close.
If you hold your SHH Shares in Certificated Form:
If you hold your SHH Shares, or any of them, in Certificated
Form (that is, not in CREST), to accept the Partial Offer in
respect of all or some of those SHH Shares, you must follow the
procedure set out in paragraph 19.2 of the Letter from FB Investors
set out in Part 2 of the Partial Offer Document. In particular, you
must complete the personalised Form of Acceptance in accordance
with the instructions printed on it and return the completed Form
of Acceptance (along with your original share certificate(s) and/or
other document(s) of title) by post or by hand (during normal
business hours only) to Neville Registrars, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible
and, in any event, so as to be received by no later than 1.00 p.m.
(London time) on 16 January 2018. If you are posting in the UK, a
reply-paid envelope has been provided for your convenience.
If you hold your SHH Shares in Uncertificated Form:
If you hold your SHH Shares, or any of them, in Uncertificated
Form (that is, in CREST), to accept the Partial Offer in respect of
some or all of those SHH Shares, you must follow the procedure set
out in paragraph 19.3 of the Letter from FB Investors set out in
Part 2 of the Partial Offer Document so that the TTE Instruction
settles as soon as possible and, in any event, no later than 1.00
p.m. (London time) on 16 January 2018. If you hold your SHH Shares
as a CREST sponsored member, you should refer to your CREST Sponsor
as only your CREST Sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Helpline
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance), or have
questions in relation to the Form of Acceptance or in respect of
making an electronic acceptance, please contact the Receiving
Agent, Neville Registrars Limited, on +44 (0)121 585 1131. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 am
- 5.00 pm, Monday to Friday excluding public holidays in England
and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Partial Offer nor give any financial, legal or
tax advice.
10. General
Unless otherwise defined in this Announcement, capitalised terms
defined in the Partial Offer Document have the same meanings in
this Announcement.
The percentages of SHH Shares referred to in this Announcement
are based upon a figure of 96,277,086 SHH Shares in issue on 2
January 2018.
This Announcement should be read by SHH Shareholders in
conjunction with the Partial Offer Document.
Enquiries:
FB Investors LLP via WH Ireland Limited
Philip Beinhaker
WH Ireland Limited
(Financial adviser to FB
Investors)
Mike Coe / Ed Allsopp 0117 945 3472
Sutton Harbour Holdings plc
Graham Miller, Chairman
Jason Schofield, Chief Executive
Officer 01752 204 186
Rothschild
(Financial adviser to Sutton
Harbour Holdings plc)
John Byrne / Andrew Graham
/ Tom Palmer 0207 280 5000
Arden Partners plc (Nominated
Adviser to Sutton Harbour
Holdings plc)
John Llewellyn-Lloyd / Benjamin
Cryer 0207 614 5900
DCA (Financial PR to Sutton
Harbour Holdings plc)
Philip Ranger 07768 534 641
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FB Investors and
no-one else in connection with the Partial Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than FB Investors for providing the protections
afforded to clients of WH Ireland or for providing advice in
relation to the Partial Offer, the contents of this Announcement or
any other matter referred to in this Announcement. WH Ireland has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context
in which it appears.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
SHH and no-one else in connection with the Partial Offer and other
matters described in this Announcement, and will not be responsible
to anyone other than SHH for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the
Partial Offer, the contents of this Announcement or any other
matter referred to herein. Rothschild has given, and not withdrawn,
its consent to the inclusion in this Announcement of the references
to its name and the advice it has given to SHH in the form and
context in which they appear.
Arden Partners plc ("Arden Partners"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as nominated adviser to SHH and no-one else
in connection with the Partial Offer and other matters described in
this Announcement, and will not be responsible to anyone other than
SHH for providing the protections afforded to clients of Arden
Partners or for providing advice in relation to the Partial Offer,
the contents of this Announcement or any other matter referred to
herein. Arden Partners has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name in
the form and context in which it appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE PARTIAL OFFER IS BEING MADE
SOLELY BY MEANS OF THE PARTIAL OFFER DOCUMENT, WHICH CONTAINS THE
FULL TERMS AND CONDITIONS OF THE PARTIAL OFFER, AND, IN THE CASE OF
SHH SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY
DECISION, ACCEPTANCE OR APPROVAL IN RELATION TO THE PARTIAL OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE FORM OF
ACCEPTANCE (IF APPLICABLE). SHH SHAREHOLDERS ARE ADVISED TO READ
CAREFULLY THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE
FORM OF ACCEPTANCE (IF APPLICABLE).
Publication of this Announcement and availability of hard
copies
A copy of this Announcement and the display documents required
to be published under Rule 26.1 and Rule 26.2 of the Takeover Code
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on SHH's website at
www.suttonharbourholdings.co.uk and on FB Investors' website at
www.fbllp.co.uk by no later than 12 noon on the Business Day
following the date of this Announcement until the closing of the
Partial Offer.
Neither the content of FB Investors' nor SHH's websites nor the
content of any websites accessible from hyperlinks on such websites
(or any other websites) are incorporated into, or form part of,
this Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
The Partial Offer is subject to the provisions of the Takeover
Code.
SHH Shareholders outside the United Kingdom
The availability of the Partial Offer and the release,
publication and distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons who are not resident in
the United Kingdom into whose possession this Announcement comes
should inform themselves about and observe any such
restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Partial Offer disclaim any responsibility
or liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Partial Offer
Document, the Form of Acceptance, the Form of Approval and/or any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons in such Restricted
Jurisdictions receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may violate the laws of such
jurisdictions and may make invalid any purported acceptance or
approval of the Partial Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Partial Offer by SHH
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other tax laws.
Each SHH Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Partial Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange, the AIM
Rules 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
jurisdictions outside England and Wales.
The Partial Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, New
Zealand, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and the Partial Offer will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction. Accordingly, copies of
this Announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, New Zealand, Japan, South Africa or any other Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may violate the
laws of such jurisdictions and may make invalid any purported
acceptance of the Partial Offer by persons in any such
jurisdiction.
Status of Announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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