Acceptances for offer


 

TIDMRTY 
 
RNS Number : 4461V 
Black Sea Global Properties Limited 
10 July 2009 
 

OFFER FOR RUTLEY EUROPEAN PROPERTY LIMITED 
 
 
10 July 2009 
 
 
 
 
Revised and Recommended Cash Offer by 
 
 Black Sea Global Properties Limited ("BSGP") 
 
 
for 
 
 
Rutley European Property Limited ("Rutley") 
 
 
 
 
Level of acceptances and relevant holdings 
 
 
On 12 June 2009, the board of BSGP announced the terms of a cash offer, to be 
made by BSGP for the whole of the issued and to be issued redeemable preference 
share capital of Rutley not already owned or otherwise contracted to be acquired 
by BSGP. The offer document (the "Offer Document") in relation to such offer was 
posted to Rutley Shareholders on 26 June 2009. 
 
 
On 9 July 2009, the boards of BSGP and Rutley announced the terms of an 
increased, recommended cash offer (the "Increased Offer"). 
 
 
Further to the announcement of the Increased Offer, BSGP announces that as at 
7.00 a.m. on 10 July 2009, BSGP had acquired or agreed to acquire 150,000 Rutley 
Shares, representing approximately 0.07 per cent. of the existing issued 
redeemable preference share capital of Rutley. In addition, Finite Assets 
Limited, a company wholly owned by Rompetrol Holding S.A. and acting in concert 
with BSGP had acquired or agreed to acquire 32,202,315 shares representing 
approximately 15.39 per cent. of the existing issued redeemable preference share 
capital of Rutley. Consequently, BSGP and parties acting in concert with BSGP 
had acquired or agreed to acquire a total of approximately 15.46 per cent. of 
the existing issued redeemable preference share capital of Rutley. 
 
 
Accordingly, BSGP and parties acting in concert with BSGP have acquired or 
agreed to acquire a total of 32,352,315 Rutley Shares, representing, in 
aggregate, approximately 15.46 per cent. of the existing issued redeemable 
preference share capital of Rutley. 
 
 
By 4.30 p.m. on 9 July 2009, valid acceptances of the Increased Offer had been 
received in respect of a total of 102,890 Rutley Shares, representing 
approximately 0.05 per cent. of the existing issued redeemable preference share 
capital of Rutley. 
 
 
Accordingly, BSGP either owns, or has received valid acceptances in respect of, 
a total of 252,890 Rutley Shares, representing, in aggregate, approximately 0.12 
per cent. of the existing issued redeemable preference share capital of Rutley, 
all of which may be counted towards satisfaction of the acceptance condition to 
the Increased Offer. Further, Finite Assets Limited intends to accept the 
Increased Offer in relation to all of the Rutley Shares referred to above which 
it has acquired or agreed to acquire. 
 
 
In its Announcement on 9 July 2009, BSGP announced that it had received letters 
of intent to accept or procure acceptance of the Increased Offer in respect of 
20,000,000 Rutley Shares, representing approximately 9.56 per cent. of the 
existing issued redeemable preference share capital of Rutley. Valid acceptances 
have not yet been received in respect of these shares. Similarly, valid 
acceptances of the Increased Offer have not yet been received from any persons 
acting in concert with BSGP. 
 
 
The revised recommended offer document setting out details of the Increased 
Offer will be despatched to Rutley Shareholders by BSGP as soon as practicable. 
 
 
Words and expressions defined in the Offer Document dated 26 June 2009 and in 
BSGP's Announcement dated 9 July 2009 shall, unless the context otherwise 
requires, have the same meanings when used in this announcement. 
 
 
Enquiries 
 
 
Lazard & Co., Limited - Financial Adviser to BSGP 
Patrick Long             Telephone: +44 (0) 20 7187 2000 
Michael Bressler 
 
 
Oriel Securities Limited - Broker to BSGP 
Tom Durie                 Telephone: +44 (0) 20 7710 7600 
Sapna Shah 
 
 
Financial Dynamics - Public relations adviser to BSGP 
Stephanie Highett    Telephone: +44 (0) 20 7831 3113 
Richard Sunderland 
Rachel Drysdale 
 
 
This announcement is not intended to and does not constitute, or form part of, 
any offer to sell or invitation to purchase or subscribe for any securities or 
the solicitation of an offer to purchase or subscribe for any securities 
pursuant to the Increased Offer or otherwise. The Increased Offer will be made 
solely on the basis of the revised recommended offer document, and in the case 
of Rutley Shares held in certificated form, the Form of Acceptance, which will 
together contain the full details, terms and conditions of the Increased Offer. 
Any response to the Increased Offer should be made only on the basis of the 
information in the revised recommended offer document and, in the case of Rutley 
Shares held in certificated form, the Form of Acceptance. Those Rutley 
Shareholders receiving the revised recommended offer document are strongly 
advised to read it in full, as it will contain important information. 
 
 
Lazard & Co., Limited is acting for BSGP in connection with the Increased Offer 
and no-one else and will not be responsible to anyone other than BSGP for 
providing the protections afforded to clients of Lazard & Co., Limited or for 
providing advice in relation to the Increased Offer. 
 
 
Oriel Securities Limited is acting for BSGP in connection with the Increased 
Offer and no-one else and will not be responsible to anyone other than BSGP for 
providing the protections afforded to clients of Oriel Securities Limited or for 
providing advice in relation to the Increased Offer. 
 
 
Unless otherwise determined by BSGP and permitted by applicable law and 
regulation, the Increased Offer will not be made, directly or indirectly, in, 
into or from, or by use of the mails of, or by any means or instrumentality 
(including, without limitation, facsimile transmission, telex, telephone or 
email) of interstate or foreign commerce of, or by any facility of a national 
securities exchange of, any jurisdiction if to do so would constitute a 
violation of the relevant laws of such jurisdiction. Accordingly, copies of this 
announcement and any documents relating to the Increased Offer are not being and 
must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, 
distributed or sent, in whole or in part, in, into or from any jurisdiction if 
to do so would constitute a violation of the relevant laws of such jurisdiction 
and persons receiving such documents (including, without limitation, custodians, 
nominees and trustees) must not directly or indirectly mail, transmit or 
otherwise forward, distribute or send them in, into or from any such 
jurisdiction. Doing so may render invalid any purported acceptance of the 
Increased Offer. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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