TIDMPIL
RNS Number : 1199G
Promethean Investments LLP
02 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
2 November 2018
Recommended Cash Offer with Unlisted Partial Share and Loan Note
Alternative
for
Produce Investments plc
by
April 1983 Bidco Limited
OFFER WHOLLY UNCONDITIONAL
On 15 October 2018, it was announced that April 1983 Bidco
Limited ("April 1983"), a Jersey company ultimately owned and
controlled by funds managed by Promethean Investments LLP
("Promethean Investments") had on 12 October 2018 posted the Offer
Document in respect of its recommended Cash Offer, with an Unlisted
Partial Share and Loan Note Alternative, for the entire issued and
to be issued share capital of Produce Investments plc ("Produce
Investments"). This announcement adopts the terms defined in the
Offer Document, unless otherwise indicated.
Offer Unconditional in All Respects
April 1983 is pleased to announce that the acceptance Condition,
as set out in the Offer Document, has been satisfied. April 1983
also confirms that all other Conditions in respect of the Offer
have been waived or satisfied. Accordingly, April 1983 is pleased
to declare the Offer unconditional in all respects.
Level of Acceptances
As at the close of business on 1 November 2018, being the last
business day prior to the release of this announcement, April 1983
had received valid acceptances in respect of a total of 21,929,047
Produce Investments Shares, equivalent to 79.89 per cent. of the
existing voting rights of Produce Investments, which may be counted
towards the satisfaction of the acceptance Condition, including
3,344,239 Produce Investments Shares, equivalent to 12.18 per cent.
of the existing voting rights of Produce Investments, which were
subject to Irrevocable Undertakings from Produce Investments
Directors who are also Produce Investments Shareholders.
In addition, as at close of business on 1 November 2018, being
the last business day prior to the release of this announcement,
April 1983 had acquired 3,697,316 Produce Investments Shares,
equivalent to 13.47 per cent. of the existing voting rights,
including 2,972,316 Produce Investments Shares the subject of a
Share Purchase Agreement between April 1983 and Barrie Clapham,
Chairman of Produce Investments, dated 11 September 2018.
Accordingly, as at 1 November 2018, being the last business day
prior to the release of this announcement, April 1983 either owned
or had received valid acceptances of the Offer in respect of a
total of 25,626,363 Produce Investments Shares, representing
approximately 93.36 per cent. of the current issued share capital
of Produce Investments, all of which may count towards the
satisfaction of the acceptance condition.
As the Offer has been declared unconditional in all respects, it
is expected that options held under the Produce Investments Share
Option Schemes will now become exercisable, as the change of
control provisions contained within such schemes will be triggered.
Promethean Investments has also received an Irrevocable Undertaking
from Angus Armstrong, CEO of Produce Investments, in respect of
options over 102,447 Produce Investments Shares held by him,
equivalent to 0.36 per cent. of the fully diluted share capital of
Produce Investments. Participants in the Produce Investments Share
Option Schemes will be contacted regarding the effect of the Offer
becoming unconditional on their rights, and appropriate proposals
will be made to such participants in letters to be sent
imminently.
The percentages listed in this announcement are based on a
current issued share capital of 27,449,313 Produce Investments
Shares and a fully diluted share capital of 28,647,492 Produce
Investments Shares.
No Extension to Offer Timetable
The Offer Document stipulated a First Closing Date for receipt
of valid acceptances under the Offer of 1:00 p.m. today, 2 November
2018. April 1983 confirms that the Offer will not be extended
beyond the First Closing Date save as required under Rule 31.4 of
the Code and will therefore remain open for acceptances only until
16 November 2018 and will not be further extended thereafter. A
further announcement relating to acceptances received in respect of
the Offer upon first closing will be made in due course.
Cancellation of Admission to Trading on AIM, Re-Registration as
a Private Company and Compulsory Acquisition
As Promethean Investments has acquired or agreed to acquire
Produce Investments Shares which, together with the Produce
Investments Shares already beneficially owned by Promethean
Investments, carry at least 75 per cent. of the voting rights
attaching to the Produce Investments Shares, Promethean Investments
intends to procure the making of an application by Produce
Investments to the London Stock Exchange for the cancellation of
admission to trading on AIM of Produce Investments Shares as soon
as possible, and to re-register Produce Investments as a private
company as soon as it appropriate to do so under the provisions of
the Companies Act. A further announcement as to the timetable for
the cancellation of admission to trading on AIM of Produce
Investments Shares will be made in due course.
Cancellation would significantly reduce the liquidity and
marketability of any Produce Investments Shares.
As Promethean Investments has received acceptances of the Offer
in respect of, and/or otherwise acquired not less than 90 per cent
of the Produce Investments Shares to which the Offer relates by
nominal value and the voting rights attaching to those shares, it
intends to invoke its rights to acquire compulsorily, on the same
terms as the Offer, the remainder of the Produce Investments Shares
to which the Offer relates.
Settlement
Settlement for valid acceptances in respect of the Offer
received by 1.00 p.m. 2 November 2018 will be effected promptly in
accordance with the terms of the Offer as set out at Paragraph 13
of Part II of the Offer Document, in accordance with applicable law
and regulation and, in any event, on or before 15 November
2018.
April 1983 Produce Investments
Nplus1 Singer Advisory LLP Shore Capital (Financial Adviser
(Financial Adviser to April and Broker to Produce Investments)
1983 ) Stephane Auton / Patrick Castle
Sandy Fraser / Lauren Kettle / Anita Ghanekar / James Thomas
/ George Tzimas 0207 408 4090
020 7496 3000
In accordance with Rule 26.1 of the Code, a copy of this
announcement is available, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
the website of April 1983 at www.april1983bidco.com promptly and in
any event by no later than 12 noon (London time) on the Business
Day following the date of this announcement. For the avoidance of
doubt, the contents of such website are not incorporated into, and
do not form part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
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
OUPGGBDBBSGBGID
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