TIDMPAN
RNS Number : 0122M
Belphar Limited
11 July 2014
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
11 July 2014
RECOMMENDED CASH OFFER
FOR
PAN EUROPEAN TERMINALS PLC ("PAN")
BY
BELPHAR LTD
Commencement of Compulsory Acquisition Process
Introduction
On 18 June 2014, Belphar Limited ("Belphar" or the "Offeror")
declared its recommended cash offer to acquire the entire issued
and to be issued ordinary share capital of Pan not already owned by
Belphar (the "Offer") to be wholly unconditional. The full terms
of, and Conditions to, the Offer were set out in the offer document
published by Belphar on 27 May 2014 (the "Offer Document").
Compulsory acquisition
As at 1.00 p.m. (London time) on 17 June 2014, the Offeror had
received valid acceptances of the Offer in respect of 67,310,141
Pan Shares, representing approximately 63.31 per cent. of the
existing issued ordinary share capital of Pan.
In addition, as previously disclosed, at the time of the Offer
Belphar held and continues to hold 31,791,207 Pan Shares,
representing approximately 29.90 per cent. of the existing issued
ordinary share capital of Pan.
Accordingly, valid acceptances have been received by Belphar in
respect of more than 90 per cent. of the Pan Shares to which the
Offer relates. Belphar announces that compulsory acquisition
notices (the "Notices") pursuant to section 979 of the Companies
Act 2006 (the "Act") are today being posted to those Pan
Shareholders who have not yet accepted the Offer (the
"Non-Assenting Shareholders") setting out the Offeror's intention
to acquire compulsorily all remaining Pan Shares on the same terms
as the Offer.
Unless Non-Assenting Shareholders apply to the Court and the
Court orders otherwise, on the expiry of six weeks from the date of
the Notices, being 22 August 2014, the Pan Shares held by
Non-Assenting Shareholders, who have not accepted the Offer by 22
August 2014, will be acquired compulsorily by the Offeror under the
terms of the Offer and such Non-Assenting Shareholders will be
entitled to receive 22 pence in cash for each Pan Share which such
Non-Assenting Shareholders hold on that date.
Delisting
As announced on 18 June 2014, Pan has applied to the London
Stock Exchange for the cancellation of admission to trading of Pan
Shares on AIM. This is expected to take effect at or shortly after
7.00 a.m. (London time) on 16 July 2014. Such cancellation will
significantly reduce the liquidity and marketability of any Pan
Shares not assented to the Offer by that time.
Further acceptances
The Offer remains open for acceptance until further notice. At
least 14 days' notice will be given prior to the closing of the
Offer to those Pan Shareholders who have not accepted the
Offer.
Pan Shareholders who have not yet accepted the Offer in respect
of their Pan Shares are urged to do so as soon as possible, whilst
it remains open for acceptance, rather than wait for their Pan
Shares to be compulsorily acquired by Belphar.
Acceptance procedure
Holders of Pan Shares in certificated form (that is, not in
CREST), who are eligible to do so, can accept the Offer by
completing and returning a Form of Acceptance, in accordance with
the procedure set out in section 13.1 of the letter from Belphar to
Pan Shareholders set out in Part II of the Offer Document as soon
as possible to Equiniti Limited, Corporate Actions, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA.
Holders of Pan Shares in certificated form, but under different
designations, should complete a separate Form of Acceptance for
each designation.
Holders of Pan Shares in uncertificated form (that is, in CREST)
who are eligible to do so can accept the Offer by sending a TTE
Instruction in accordance with the procedure set out in section
13.2 of the letter from Belphar to Pan Shareholders set out in Part
II of the Offer Document as soon as possible. Holders that are
CREST sponsored members should refer to their CREST sponsor before
taking any action. Only a CREST sponsor will be able to send the
TTE Instruction(s) to Euroclear in relation to such holder's Pan
Shares.
Further details of the acceptance procedure can be found in the
Offer Document. Copies of the Offer Document can be obtained in
electronic form on Belphar's website at www.belphar.com.
Additional copies of the Offer Document or Form of Acceptance
can be obtained from Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling
the helpline on 0871 384 2809 from within the UK or +44 121 415
0089 if calling from outside the UK. Calls to the 0871 384 2809
number cost 8 pence per minute (including VAT) plus your service
provider's network extras. Calls to the helpline from outside the
UK will be charged at applicable international rates. 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 Offer nor
give any financial, legal or tax advice.
General
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document dated 27
May 2014.
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on Belphar's website at
www.belphar.com. The content of this website is not incorporated
into and does not form part of this announcement.
Enquiries:
Belphar Ltd Tel: +44 (0)
Khofiz Shakhidi 20 3131 0046
Strand Hanson Limited - Financial Tel: +44 (0)
Adviser to Belphar 20 7409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR to Tel: +44 (0)
Belphar 20 7861 3232
Mark Antelme
Henry Lerwill
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Belphar and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Belphar for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
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 OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
This announcement has been prepared for the purposes of
complying with English law and the 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 and/or regulations of jurisdictions outside of the UK.
The availability of the 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 Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to
applicable UK tender offer rules and securities laws and otherwise
in accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable to tender offers made in accordance with US
procedures and law.
It may be difficult for Pan Shareholders in the US to enforce
their rights and any claim arising out of the US federal securities
laws since Belphar and Pan are located in non-US jurisdictions, and
some or all of their officers and directors may be residents of
non-US jurisdictions. US Pan Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
the judgment of a US court.
In accordance with the Code and normal UK market practice and
pursuant to Rule 14e-5(b)(10) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Shares
outside the United States, otherwise than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. In the
event that Belphar or its nominees or brokers (acting as agents)
purchase or make arrangements to purchase Shares for a higher price
than the Offer Price, the Offer Price will be increased to match
the higher price paid outside the Offer. Such purchases, or
arrangements to purchase, will comply with all applicable United
Kingdom rules, including the Code and the AIM Rules. These
purchases may occur in the open market or as privately negotiated
transactions. Any information about such purchases which is
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved or disapproved of the Offer Document or
determined whether such document is accurate or complete. Any
representation to the contrary is a criminal offence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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