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RNS Number : 0867C
Stafford Capital Partners Limited
27 September 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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
27 September 2018
Final All-Cash Offer
for
Phaunos Timber Fund Limited ("Phaunos")
by
Mahogany Bidco Limited ("Stafford Bidco")
a company ultimately controlled by
Stafford Capital Partners Limited ("Stafford")
New Zealand Overseas Investment Office Update
Following engagement with the New Zealand Overseas Investment
Office (the "OIO") in relation to the Acquisition of Phaunos,
Stafford is pleased to announce that it has been informed that the
OIO's recommendation in respect of the consent to the Acquisition
of Phaunos has been sent for Ministerial approval.
Accordingly, Stafford Bidco anticipates that it will be able to
announce the satisfaction of the condition relating to the OIO
clearance contained in paragraph 1.3 of Section A of Part II of the
Original Offer Document (as revised by the Final Offer Document) so
as to enable the payment of any consideration due to Phaunos
Shareholders pursuant to the Final Offer by the end of October
2018.
ACCEPT THE FINAL OFFER BY 1.00 P.M. ON SATURDAY 29 SEPTEMBER
2018
Phaunos Shareholders who have not already accepted (and not
validly withdrawn) the Final Offer now have a matter of days in
which to decide whether to:
-- await the outcome of the Asset Realisation Process advocated
by the Phaunos Board for which there is no certainty of value or
timing;
or
-- accept the Final Offer of US$0.52 per Phaunos Share in cash,
expected to be paid to accepting Phaunos Shareholders by the end of
October 2018.
Phaunos Shareholders are reminded that the Final Offer Price of
US$0.52 per Phaunos Share:
-- represents a premium of approximately 18 per cent. to the
Closing Price of US$0.44 per Phaunos Share on 4 June 2018 (being
the last Business Day prior to the commencement of the Offer
Period); and
-- is equal to Phaunos' stated net asset value per share of
US$0.52 (unaudited) as at 30 June 2018.
The procedures for acceptance are set out in the Final Offer
Document and are summarised below.
Procedures for acceptance of the Final Offer
To accept the Final Offer in respect of Phaunos Shares held in
certificated form (that is, not in CREST), you should complete and
return the New Form of Acceptance so as to be received by no later
than 1.00 p.m. (London time) on 29 September 2018 in accordance
with the procedure set out in the New Form of Acceptance and
Section C of Part II of the Final Offer Document.
To accept the Final Offer in respect of Phaunos Shares held in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs by no later than 1.00 p.m. (London time) on 29
September 2018 in accordance with the procedure set out in Section
D of Part II of the Final Offer Document. If you are 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(s) to Euroclear.
You should note that settlement cannot take place on a weekend
such that the input of any TTE instructions should be timed
accordingly in light of 29 September 2018 being a Saturday.
Therefore, Phaunos Shareholders who hold their Phaunos Shares in
CREST should ensure that TTE instructions to accept the Final Offer
are given by not later than 3.00 p.m. (London time) on Friday 28
September 2018.
If you are in any doubt as to the procedure for acceptance of
the Final Offer, please contact the Receiving Agent, Computershare,
on 0370 707 1011 (from within the UK) or on +44 370 707 1011 (if
calling from outside the UK). Lines are open from 8.30 a.m. to 5.00
p.m. (London time) Monday to Friday (excluding UK public holidays).
Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Final Offer nor give any financial, legal or tax advice.
The Final Offer Document and a specimen New Form of Acceptance
are available on Stafford's website at www.staffordcp.com.
Unless otherwise stated, defined terms used but not defined in
this announcement have the meanings set out in the Final Offer
Document.
Enquiries:
Stafford Bidco +44 (0) 20 7535 4915
Stephen Addicott
Lancea LLP (Financial Adviser to Stafford and Stafford Bidco) +44 (0) 20 3301 8000
Peter Thickett
Additional Information
Important notice
Lancea LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Stafford and Stafford Bidco and for no one else in connection with
the Final Offer and will not be responsible to anyone other than
Stafford and Stafford Bidco for providing the protections afforded
to its clients or for providing advice in connection with the Final
Offer.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Final Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities of Phaunos in
any jurisdiction in contravention of applicable law. The Final
Offer will be made solely by means of the Final Offer Document and,
in respect of Phaunos Shares held in certificated form, the New
Form of Acceptance, which will contain the full terms and
conditions of the Final Offer, including details of how to accept
the Final Offer. Any approval, decision or other response to the
Final Offer should be made only on the basis of the information in
the Final Offer Document and, in respect of Phaunos Shares held in
certificated form, the New Form of Acceptance. Phaunos Shareholders
are strongly advised to read the formal documentation in relation
to the Final Offer once it has been despatched.
Overseas jurisdictions
This announcement has been prepared in accordance with English
law, Guernsey law and the Code, and the information disclosed may
not be the same as that which would have been disclosed in
accordance with the laws of jurisdictions outside England and
Guernsey. The statements contained in this announcement are made as
at the date of this announcement, unless some other time is
specified in relation to them, and there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date.
The release, publication or distribution of this announcement
and the availability of the Final Offer in or into jurisdictions
other than the United Kingdom and Guernsey may be affected by the
laws and regulations of those jurisdictions. Persons who are not
resident in the United Kingdom or Guernsey, or who are subject to
the laws of any jurisdiction other than the United Kingdom or
Guernsey, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Final Offer Document or any
accompanying document to any jurisdiction outside the United
Kingdom or Guernsey should refrain from doing so and seek
appropriate professional advice before taking any action. Any
failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Final Offer disclaim any responsibility and liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders will be contained in the Final
Offer Document.
The Final Offer will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and no person may accept the Final Offer by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and the
formal documentation relating to the Final Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and
persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it into or from a
Restricted Jurisdiction.
US shareholders
The Final Offer will be made for securities of a company
domiciled in Guernsey and Phaunos Shareholders in the United States
should be aware that this announcement, the Final Offer Document
and any other documents relating to the Final Offer have been or
will be prepared in accordance with English law, Guernsey law and
the Code and applicable disclosure requirements, format and style
thereunder, all of which differ from those in the United
States.
The Final Offer will be made in the United States pursuant to
applicable US tender offer rules, including Regulation 14E under
the Exchange Act, and securities laws and otherwise in accordance
with the requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange, the FCA and the GFSC.
Accordingly, the Final Offer will be 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 under United
States domestic tender offer procedures and law. The Final Offer
will be made in the United States by Stafford Bidco and no one
else.
Neither the US Securities Exchange Commission nor any US state
securities commission has approved or disapproved the Final Offer
or passed upon the adequacy or completeness of this announcement.
It may be difficult for US holders of Phaunos securities to enforce
their rights under and any claim arising out of the US federal
securities laws, since Stafford Bidco and Phaunos are located
outside the United States, and some or all of their officers and
directors may be resident outside the United States. US Phaunos
Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement and a US court may lack jurisdiction over such
persons.
The receipt of cash pursuant to the Final Offer may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Phaunos Shareholders are urged to consult with their own legal, tax
and financial advisors in connection with making a decision
regarding the Final Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Stafford Bidco or nominees or brokers of Stafford Bidco
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase,
Phaunos Shares or other Phaunos securities other than pursuant to
the Final Offer at any time prior to completion of the Final Offer.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable requirements of the Code, the Listing Rules and
Regulation 14E under the US Exchange Act including Rule 14e-5, to
the extent applicable. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed on a next day basis to
the Panel and will be available from any Regulatory Information
Service, including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com. To the extent that
such information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Cautionary note regarding forward-looking statements
This Announcement and other information published by Stafford or
Stafford Bidco may contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Stafford or Stafford Bidco (as applicable) about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include, among others, statements relating to the potential
exposure of Phaunos to market risks, and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions.
Although Stafford and Stafford Bidco believe that the
expectations reflected in such forward-looking statements are
reasonable, they can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. All
forward-looking statements contained in this announcement are
expressly qualified in their entirety by the cautionary notes
contained or referred to in this section, and you are cautioned not
to place undue reliance on these forward-looking statements.
Neither Stafford nor Stafford Bidco nor any of its or their
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur.
Other than in accordance with their legal or regulatory
obligations, neither Stafford nor Stafford Bidco is under any
obligation, and both Stafford and Stafford Bidco expressly disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period.
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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26 disclosure
In accordance with Rule 26 of the Code, a copy of this
announcement will be available at www.staffordcp.com by no later
than 12 noon (London time) on 28 September 2018.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Availability of hard copies
You may request a hard copy of this announcement by contacting
the Receiving Agent, Computershare, on 0370 707 1011 (from within
the UK) or on +44 370 707 1011 (if calling from outside the UK).
You may also request that all future documents, announcements and
information to be sent to you in relation to the Final Offer should
be in hard copy form. A hard copy of this announcement will not be
sent to you unless so requested.
Copies of this announcement and any other document relating to
the Final Offer may not be mailed, distributed, forwarded or
otherwise transmitted or made available in, into or from any
jurisdiction where this would violate applicable law (including by
custodians, nominees and trustees).
Information relating to Phaunos Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Phaunos Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Phaunos may be provided to Stafford Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code in order to comply with Rule 2.11(c) of the Code.
Sources of information and bases of calculation
In this announcement, unless otherwise stated, or the context
otherwise requires, the following sources of information and bases
of calculation have been used.
1. Unless otherwise stated, all prices for Phaunos Shares are
Closing Prices as of the relevant date.
2. The premium calculation to the Final Offer Price per Phaunos
Share have been calculated by reference to a price of US$0.44 per
Phaunos Share, being the Closing Price on 4 June 2018 (the last
Business Day prior to the Possible Offer Announcement).
3. References to Phaunos' stated net asset value per share of
US$0.52 (unaudited) are taken from the Phaunos 2018 Half Year
Report.
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
OUPDBGDCISDBGIL
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