Offer unconditional as to acceptances
August 21 2009 - 7:53AM
UK Regulatory
TIDMCIC TIDMTAPP
RNS Number : 8386X
Conygar Investment Company PLC(The)
21 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
21 August 2009
Offer by
THE CONYGAR INVESTMENT COMPANY PLC ("CONYGAR" OR "THE COMPANY")
for the whole of the issued and to be issued share capital of
THE ADVANTAGE PROPERTY INCOME TRUST LIMITED ("TAP")
Offer unconditional as to acceptances
On 7 August 2009 Conygar announced an offer to acquire the entire issued and to
be issued share capital of TAP not already owned by Conygar at the date of the
offer.
Levels of Acceptances
As at 1.00 p.m. on 21 August 2009 Conygar had received valid acceptances in
respect of 32,768,473 TAP Shares representing approximately 22.96 per cent. of
the current issued share capital of TAP.
Conygar already holds 41,250,000 TAP Shares, representing approximately 28.9 per
cent. of TAP's issued share capital. Accordingly, as at 1.00 p.m. on 21 August
2009 Conygar either owned or had received valid acceptances of the Offer in
respect of a total of 74,018,473 TAP Shares representing in aggregate
approximately 51.85 per cent. of the current issued share capital of TAP.
The Offer is now unconditional as to acceptances. However it remains subject to
other conditions, including the passing of resolutions to be proposed at the
General Meeting of Conygar to be held at 11.00 a.m. on 26 August 2009 at the
offices of Wragge & Co LLP, 3 Waterhouse Square, 142 Holborn, London EC1N 2SW.
Robert Ware, Chief Executive of Conygar, said, "We are pleased that so many TAP
shareholders have moved so promptly to accept the offer and to support our
strategy for the business. I hope that the Board of TAP notes the wishes of the
majority of its shareholders and minimises any further expenditure resisting our
bid or indeed pursuing other alternatives."
Irrevocable commitment and letters of intent
Conygar has received an irrevocable commitment and letters of intent to accept
the Offer in respect of the following numbers of TAP Shares:
+---------------------------------------+----------------+--------------------+
| TAP Shareholder | Number of TAP | Percentage of |
| | Shares | existing issued |
| | | TAP Shares |
| | | (approx) |
+---------------------------------------+----------------+--------------------+
| Maple Lodge | 28,705,743 | 20.1 |
+---------------------------------------+----------------+--------------------+
| Gartmore Investment Limited* | 3,625,000 | 2.5 |
+---------------------------------------+----------------+--------------------+
| Laxey Partners Ltd* | 1,409,382 | 1.0 |
+---------------------------------------+----------------+--------------------+
(*) indicates letter of intent
Valid acceptances are outstanding in respect of 3,625,000 such TAP Shares.
Extension of Offer Period
Conygar further announces that the Offer, which remains subject to the terms and
conditions set out or referred to in the Offer Documentation posted to TAP
Shareholders on 7 August 2009, is being extended and will remain open for
acceptance until the next closing date which will be 1.00 p.m. on 11 September
2009.
Any further extensions of the period for acceptance of the Offer will be
publicly announced by no later than 8.00 a.m. on the Business Day following the
date on which the Offer was otherwise due to expire, or such later date or time
as the Panel may agree.
Acceptance Procedure
Further details of the acceptance procedure can be found in the Offer Document
and, where applicable, the Form of Acceptance.
Copies of the Offer Document, the Equivalent Information Document and the Form
of Acceptance are available, free of charge (subject to certain restrictions in
respect of persons resident in Restricted Jurisdictions), from Conygar's website
(www.conygar.com) and on request from the Company and from Share Registrars
Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL.
If you have any questions relating to the Offer Document or the completion and
return of the Form of Acceptance, please call Share Registrars Limited on 01252
821390 (or, from outside the United Kingdom, +44 1252 821390) between 9.00 a.m.
and 5.00 p.m. Monday to Friday (excluding UK public holidays). Please note that
for legal reasons, Share Registrars Limited will only be able to provide
you with information contained in the Offer Document and the Form of Acceptance
and will be unable to give advice on the merits of the Offer or to provide
legal, financial or taxation advice on the contents thereof.
Compulsory acquisition and cancellation of listing of TAP Shares
If sufficient acceptances are received, Conygar intends to apply the provisions
of sections 336 to 340 (inclusive) of the Companies (Guernsey) Law 2008 to
acquire compulsorily any remaining TAP Shares.
In addition, subject to the conditions of the Offer having been satisfied or (if
capable of waiver) waived and subject to any applicable legal or regulatory
requirements, Conygar intends to procure that TAP applies to the FSA for the
cancellation of the listing of TAP Shares on the Official List and to the London
Stock Exchange for the cancellation of the admission to trading of TAP Shares on
the London Stock Exchange's main market for listed securities and to CISX for
the cancellation of the listing and admission to trading of TAP shares on CISX.
It is anticipated that should such an application be made, cancellation of TAP's
listing and admission to trading will take effect either: (i) no earlier than 20
Business Days after Conygar announces that all conditions to the Offer have been
satisfied or (if capable of waiver) waived and that it has, by virtue of its
shareholdings in TAP and valid acceptances of the Offer, acquired or agreed to
acquire TAP Shares carrying at least 75 per cent. of the voting rights of TAP or
(ii) no earlier than 20 Business Days after TAP Shareholders approve the
cancellation in general meeting in the event that Conygar announces that all
conditions to the Offer have been satisfied or (if capable of waiver) waived
and procures a general meeting of TAP Shareholders to be held for the purpose of
approving a resolution for such cancellation.
The cancellation of the listing and admission to trading of TAP Shares on the
Official List, the London Stock Exchange and CISX will significantly reduce the
liquidity and marketability of TAP Shares that are not acquired under the Offer
and their value may be materially and adversely affected as a consequence.
General
Save as described above none of Conygar, any of the Directors, their immediate
families or related trusts or, so far as Conygar is aware, any party acting in
concert with Conygar, has any interest in or right to subscribe in respect of
any relevant securities of TAP or has any short positions in respect of relevant
securities of TAP or has borrowed or lent any relevant security of TAP.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document, the Equivalent Information Document
or the Circular, as appropriate.
All the times referred to in this announcement are London times.
A copy of this announcement will shortly be available on the Company's website:
www.conygar.com
Enquiries
+----------------------------------------------+-----------------------+
| The Conygar Investment Company PLC | Tel: +44 (0) 20 7408 |
| | 2322 |
+----------------------------------------------+-----------------------+
| Robert Ware / Peter Batchelor | |
+----------------------------------------------+-----------------------+
| | |
+----------------------------------------------+-----------------------+
| Oriel Securities Limited | Tel: +44 (0) 20 7710 |
| | 7600 |
+----------------------------------------------+-----------------------+
| (Financial Adviser, Nominated Adviser and | |
| Broker) | |
+----------------------------------------------+-----------------------+
| Michael Shaw / James Nevin | |
+----------------------------------------------+-----------------------+
Overseas Shareholders
The availability of the Offer to TAP Shareholders not resident in or citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are citizens or in which they are resident or ordinarily resident.
Such persons should inform themselves about and observe any applicable legal or
regulatory requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction, or in any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction and
the Offer is not capable of acceptance by any such use, means, instrumentality
or facility from or within any Restricted Jurisdiction where to do so would
constitute a breach of any relevant securities laws of that Restricted
Jurisdiction. Accordingly, copies of this Announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from any
Restricted Jurisdiction or any such other jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. Conygar will retain the right to
permit the Offer to be accepted and any sale of any securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any applicable legal
or regulatory requirements. Further information in relation to overseas TAP
Shareholders is set out in the Offer Documentation and in the Equivalent
Information Document.
NEITHER THIS SUMMARY NOR THE FULL TEXT OF THIS ANNOUNCEMENT CONSTITUTES OR FORMS
PART OF AN OFFER, OR ANY SOLICITATION OF AN OFFER, OR AN INVITATION TO PURCHASE
OR SUBSCRIBE FOR ANY SECURITIES. THE OFFER IS MADE SOLELY BY THE OFFER
DOCUMENTATION AND THE EQUIVALENT INFORMATION DOCUMENT, WHICH TOGETHER CONTAIN
THE FULL TERMS AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW THE OFFER
MAY BE ACCEPTED.
Oriel Securities, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for Conygar and no one else in connection with the
Offer and will not be responsible to anyone other than Conygar for providing the
protections afforded to customers of Oriel Securities or for providing advice in
relation to the Offer or any other matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Conygar or TAP, all "dealings" in
any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the Business Day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Conygar or TAP, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Conygar or TAP by Conygar or TAP, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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