TIDMMET
RNS Number : 1057I
Eagleheads Investments O /div> 20 July 2012
Eagleheads Investments OU
Cash Offer for Metro Baltic Horizons plc
20 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
CASH OFFER
by
Eagleheads Investments OU ("Eagleheads")
for
Metro Baltic Horizons plc ("MBH")
Receipt of irrevocable undertaking to accept the Offer in
respect of 1,408,000 MBH Shares, representing 5.37 per cent. of the
existing issued share capital of MBH
On 19 July 2012, Eagleheads announced a firm intention to make
an offer for 100 per cent. of the issued share capital of MBH not
already owned by Eagleheads. Eagleheads is interested in 4,149,525
MBH Shares, equivalent to 15.84 per cent. of the existing issued
share capital of MBH and The Eagleheads Group is interested in
4,193,091 MBH Shares, equivalent to 16 per cent. of the existing
issued share capital of MBH.
Eagleheads has now received an irrevocable undertaking from an
MBH Shareholder ("Relevant Shareholder") to accept the Offer in
respect of the 1,408,000 MBH Shares held by it, representing 5.37
per cent. of the existing issued share capital of MBH. This holding
represents the Relevant Shareholder's entire interest in the
capital of MBH at the date of this announcement.
The undertaking is revocable only where, in the reasonable
opinion of the person giving the undertaking, an offer has been
made for the relevant MBH Shares on terms that are more favourable
than the Offer.
Eagleheads (including The Eagleheads Group) and the Relevant
Shareholder are interested, in aggregate, in 5,601,091 MBH Shares,
equivalent to 21.37 per cent. of the existing issued share capital
of MBH.
All capitalised terms in this announcement, unless expressly
otherwise stated, shall have the same meaning as defined in the
announcement of its firm intention to make an offer for 100 per
cent. of the issued share capital of MBH not already owned by
Eagleheads earlier today.
The Offer is open for acceptance until 1.00 p.m. on 9 August
2012 (or such later time(s) and/or date(s) as Eagleheads may
determine).
To accept the Offer in respect of MBH Shares in certificated
form, the completed and signed Forms of Acceptance should be
returned and received, in accordance with the instructions printed
thereon, by the Receiving Agent as soon as possible and, in any
event, no later than 1.00 p.m. on 9 August 2012.
To accept the Offer in respect of MBH Shares in uncertificated
form, that is, in CREST, Electronic Acceptances should be made and
settled, in accordance with the instructions set out in the Offer
Document, as soon as possible and, in any event, no later than 1.00
p.m. on 9 August 2012.
A copy of the Offer Document is available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Eagleheads website at
www.eagleheads.eu.
For further information:
Eagleheads Investments margarita.novikova@eagleheads.eu
OU
Margarita Novikova
MCM mart.habakuk@metro.ee
Mart Habakuk Tel: +37256211264
Shore Capital and Corporate Tel: +4420 7408 40
Limited 90
(Financial Aviser to Eagleheads)
Pascal Keane
Bidhi Bhoma
Toby Gibbs
Further information
The Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise, nor shall there be any sale, issue or transfer
of the securities referred to in the Announcement in or into any
jurisdiction in contravention of any applicable law. The Offer will
be made solely by the Offer Document (together with, in the case of
MBH Shares in certificated form, the Form of Acceptance), which
will contain the full terms of the Offer, including details of how
the Offer may be accepted. MBH Shareholders should carefully read
the Offer Document (and, if they hold their MBH Shares in
certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer.
Shore Capital and Corporate Limited ("Shore Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Eagleheads and no-one
else in connection with the Offer and will not be responsible to
anyone other than Eagleheads for providing the protections afforded
to clients of Shore Capital nor for providing advice in relation to
the Offer or in relation to the contents of the Announcement or any
transaction or arrangement referred to herein.
You may request a hard copy of the Announcement (and any
information incorporated by reference in the Announcement) by
contacting Shore Capitalduring business hours on 020 7408 4090 or
by submitting a request in writing to Shore Capital & Corporate
Limited at Bond Street House, 14 Clifford Street, London W1S 4JU.
It is important that you note that unless you make such a request,
a hard copy of the Announcement and any information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
The Offer shall be made solely by Eagleheads and neither Shore
Capital nor any of its affiliates are making the Offer.
To the extent permitted by applicable law and, in accordance
with, and to the extent permitted by normal UK market practice,
Eagleheads or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases
of, or arrangements to purchase, MBH Shares, other than pursuant to
the Offer, before or during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the rules of
the London Stock Exchange to the extent applicable. In addition, in
accordance with, and to the extent permitted by normal UK market
practice, Shore Capital and its affiliates may engage in purchasing
activities consistent with their respective normal and usual
practice and applicable law. Any information about such purchases
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
The distribution of this Announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons 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 involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Offer to MBH Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of those
jurisdictions. In particular, the Offer is not, unless decided
otherwise by Eagleheads, being made in or into or from, and is not
capable of acceptance in or from, any Restricted Jurisdiction.
Further details in relation to overseas MBH Shareholders will be
contained in the Offer Document.
Unless otherwise determined by Eagleheads and permitted by
applicable law and regulation, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the
mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national
state or other securities exchange of any Restricted Jurisdiction
and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
The Offer is not intended to be made, directly or indirectly,
in, into or from any Restricted Jurisdiction and the Offer will not
be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of the Announcement and any
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving the Announcement (including custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into
or from any Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer. Any person (including, without
limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal
obligation to, forward the Announcement and/or the Offer
documentation and/or any other related document to any jurisdiction
outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of any
relevant jurisdiction.
The Announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if the Announcement had
been prepared in accordance with the laws of jurisdictions outside
the UK.
Forward-looking statements
The Announcement, including information included in the
Announcement, contains "forward-looking statements" concerning
Eagleheads and the Eagleheads Group and MBH and the MBH Group that
are subject to risks and uncertainties. Information in the
Announcement relating to MBH has been compiled from published
sources.
Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These
forward-looking statements involve risks and uncertainties that
could cause 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 Eagleheads
Group's ability to control or estimate precisely, such as future
market conditions, changes in regulatory environment and the
behaviour of other market participants. Eagleheads cannot give any
assurance that such forward-looking statements will prove to have
been correct. The reader is cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of the Announcement. Eagleheads does not undertake any
obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the Eagleheads Group or the MBH Group following
completion of the Offer unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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