TIDMLEF
RNS Number : 3819W
Headway Investment Partners III LP
08 February 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
8 February 2017
RECOMMED CASH OFFER
for
Ludgate Environmental Fund Limited ("Ludgate" or the
"Company")
by
Headway Investment Partners III L.P. ("Headway")
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Summary
-- As at 1:00 pm today (being the First Closing Date), Headway
had received valid acceptances of the Offer in respect of a total
of 30,407,549 Ludgate Shares, representing approximately 57.0 per
cent. of the issued Ludgate Shares. Therefore, the Acceptance
Condition to the Offer has been met.
-- At the Independent Ludgate Shareholders Meeting held earlier
today, the Ordinary Resolution was passed by the requisite majority
of Independent Ludgate Shareholders on a poll and, therefore, the
Proposed Amendments Condition to the Offer has been met.
-- Headway declares the Offer unconditional in all respects.
-- The Offer will remain open for acceptances until 1:00 pm on 22 February 2017.
Christiaan de Lint, Partner of Headway Capital, said:
"We are pleased that the Offer has enabled Ludgate Shareholders
seeking a final exit for their investment to achieve liquidity. On
behalf of Headway, we look forward to working with Gijs Voskamp and
Ludgate Investments in supporting the remaining Ludgate Assets and
maximising the value of the fund."
Enquiries
Headway Capital (Investment Tel: +44 (0)
Adviser to Headway) 20 7518 8878
Christiaan de Lint
GCA Altium (Financial Adviser Tel: +44 (0)
to Headway) 20 7484 4040
Tim Richardson / Declan O'Connor
Ludgate Environmental Fund Limited Tel: +44 (0)
1534 609034
John Shakeshaft (Chairman)
Panmure Gordon (Rule 3 Adviser Tel: +44 (0)
to Ludgate) 20 7886 2500
Paul Fincham / Jonathan Becher
This summary should be read in conjunction with, and is subject
to, the full text of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
8 February 2017
RECOMMED CASH OFFER
for
Ludgate Environmental Fund Limited ("Ludgate" or the
"Company")
by
Headway Investment Partners III L.P. ("Headway")
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
1. Introduction
On 21 December 2016, Headway and Ludgate announced that
agreement had been reached regarding the terms of a recommended
cash offer to be made by Headway for the entire issued ordinary
share capital of Ludgate, to be effected by means of a takeover
offer within the meaning of Article 116 of the Jersey Companies
Law, at 16 pence per Ludgate Share.
On 18 January 2017, Headway and Ludgate announced that the
recommended Offer Price has been increased to 16.3 pence per
Ludgate Share and posted a document to Ludgate Shareholders
containing the full terms and conditions of the Offer, the
procedures for acceptance of the Offer, the notice of the
Independent Ludgate Shareholders Meeting and the procedure for
Independent Ludgate Shareholders to vote at the Independent Ludgate
Shareholders Meeting (the "Offer Document"), together with related
Forms of Acceptance and Forms of Proxy.
Earlier today, 8 February 2017, Ludgate announced that the
Ordinary Resolution proposed at the Independent Ludgate
Shareholders Meeting held on that date had been passed by a
requisite majority of Independent Ludgate Shareholders on a poll.
As a result the Proposed Amendments Condition to the Offer has been
met.
2. Level of acceptances and interests in Ludgate Shares as at the First Closing Date
As at 1:00 pm (London Time) on 8 February 2017 (the "First
Closing Date"), Headway had received valid acceptances of the Offer
in respect of 30,407,549 Ludgate Shares, representing approximately
57.0 per cent. of the issued Ludgate Shares.
Of the valid acceptances received by the First Closing Date,
acceptances in respect of 16,447,579 Ludgate Shares, representing
approximately 30.8 per cent. of the issued Ludgate Shares, have
been received from GML Limited, Royal London Asset Management
Limited and John Shakeshaft, Chairman of Ludgate, in accordance
with the terms of irrevocable undertakings entered into by each of
those parties.
The percentages of Ludgate Shares referred to in this
announcement are based upon a figure of 53,345,782 Ludgate Shares
in issue as at 1:00 pm on the First Closing Date.
Save as set out above, as at 1:00 pm on the First Closing Date,
neither Headway nor any persons acting in concert with Headway has
(i) any interest in or any right to subscribe for any Ludgate
Shares, (ii) any short positions (whether conditional or absolute
and whether in money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require any other person to purchase or take
delivery of any Ludgate Shares, (iii) borrowed or lent any Ludgate
Shares, save for any borrowed Ludgate Shares that have been on-lent
or sold, or (iv) received any outstanding irrevocable commitment or
letter of intent in respect of Ludgate Shares.
3. Offer unconditional in all respects
Headway is pleased to declare that the Offer is unconditional in
all respects.
4. Extension of the Offer
Headway announces that the Offer is being extended and will
remain open for acceptance until 1:00 pm on 22 February 2017.
Ludgate Shareholders who have not yet accepted the Offer and who
wish to do so should take action to accept the Offer as soon as
possible in accordance with the following procedures:
-- To accept the Offer in respect of Ludgate Shares held in
certificated form (that is, not in CREST), Ludgate Shareholders
should complete, sign and return the Form of Acceptance (together
with share certificate(s) and/or other document(s) of title) in
accordance with the instructions printed on it and set out in
paragraph 16.1 of Part B of the Offer Document, so as to be
received by the Receiving Agent as soon as possible and in any
event by 22 February 2017. Ludgate Shareholders who, for whatever
reason, did not receive or have mislaid a Form of Acceptance may
request a new Form of Acceptance by telephoning Computershare on
0370 707 4040 (from within the UK) or on + 44 370 707 4040 (if
calling from outside the UK). Lines are open 8.30 a.m. to 5.00 p.m.
(London time) Monday to Friday (excluding UK public holidays).
-- To accept the Offer in respect of Ludgate Shares held in
uncertificated form (that is, in CREST), Ludgate Shareholders
should follow the procedure for Electronic Acceptance through CREST
by following the procedure set out in paragraph 16.2 of Part B of
the Offer Document so that the TTE instruction settles as soon as
possible and in any event by 22 February 2017. If Ludgate
Shareholders hold their Ludgate Shares as a CREST sponsored member,
they should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE instruction to
Euroclear.
5. Settlement of consideration
Settlement of the consideration to which any Ludgate Shareholder
is entitled under the Offer is expected to be dispatched (or
credited through CREST) to validly accepting Ludgate Shareholders
(i) in the case of acceptances received, complete in all respects,
on or before the date of this announcement, within 14 days of this
announcement; or (ii) in the case of acceptances received, complete
in all respects, after the date of this announcement but while the
Offer remains open for acceptance, within 14 days of such receipt,
and in either case in the manner described in paragraph 17 of Part
B of the Offer Document.
6. Cancellation of admission to trading on AIM ("Cancellation")
As Headway has received valid acceptances in respect of Ludgate
Shares which represent more than 50 per cent. but not more than
74.99 per cent. of the voting rights attaching to the Ludgate
Shares, the Ludgate Directors have confirmed that (subject to
Ludgate obtaining the necessary regulatory approvals) they intend
to convene a general meeting of Ludgate, in accordance with Rule 41
of the AIM Rules, at which a special resolution (the "Cancellation
Resolution") seeking the consent of Ludgate Shareholders to the
Cancellation will be proposed. To be passed, the Cancellation
Resolution will require not less than 75 per cent. of votes cast by
Ludgate Shareholders on a poll (either in person or by proxy) to be
in favour of the Cancellation Resolution.
Headway confirms that it will vote the Ludgate Shares it has
become interested in as a result of the Offer in favour of the
Cancellation Resolution and highlights that it has received
irrevocable undertakings from certain other Ludgate Shareholders,
including Ludgate Investments and Ocean Capital Holdings II B.V.
(the investment vehicle of Gijs and Jeroen Voskamp who are both
directors of Ludgate Investments), to vote in favour of the
Cancellation Resolution in respect of 15,964,139 Ordinary Shares in
aggregate, representing approximately 29.9 per cent. of the Ludgate
Shares in issue on 20 December 2016 (being the last Business Day
prior to the Announcement).
However, if Headway eventually receives valid acceptances
pursuant to the Offer in respect of Ludgate Shares which represent
not less than 75 per cent. of the voting rights attaching to the
Ludgate Shares, Headway intends to procure that the Ludgate
Directors (subject to Ludgate having obtained the necessary
regulatory approvals) will make an application for
Cancellation.
If such an application is made, it is expected that Cancellation
will take effect no earlier than 20 Business Days after the date on
which Headway has, by virtue of the acceptances of the Offer,
acquired, or agreed to acquire, 75 per cent. of the voting rights
attaching to the Ludgate Shares. Headway will request that Ludgate
makes a regulatory announcement when the necessary 75 per cent.
threshold has been reached confirming that the notice period has
commenced and the anticipated date of Cancellation.
Prior to the Cancellation, Ludgate will be required to make an
application to the JFSC to seek its consent in respect of the
Cancellation and to change its regulatory status. If such an
application to the JFSC is made then the general meeting to propose
the Cancellation Resolution shall be called once the JFSC has
provided its consent for the Cancellation and has confirmed
Ludgate's revised regulatory status in the event of a Cancellation.
Further information in respect of this and any associated
timeframes are expected to be provided in conjunction with the
Cancellation Resolution. Any associated approvals required to
extend the life of Ludgate and/or effect changes to Ludgate's
existing investment policy will be sought from Ludgate Shareholders
at the time of the Cancellation.
The regulatory status in Jersey of Ludgate following
Cancellation will be subject to prior agreement with the JFSC and
based on the composition of the shareholder register of Ludgate
following completion of the Offer. That status could be as an
unclassified collective investment fund regulated under the CIF
Law, in which case the level of regulation to which Ludgate is
subject may increase, or that status may be as an unregulated
holding company, which would not be subject to the various
protections prescribed pursuant to the CIF Law and could reduce the
level of regulation to which Ludgate would be subject.
Cancellation is likely to reduce significantly the liquidity and
marketability of any Ludgate Shares in respect of which the Offer
has not at such time been accepted.
7. General
Unless otherwise stated, capitalised terms used herein but not
defined have the same meanings as set out in the Offer
Document.
Enquiries
Headway Capital (Investment Tel: +44 (0)
Adviser to Headway) 20 7518 8878
Christiaan de Lint
GCA Altium (Financial Adviser Tel: +44 (0)
to Headway) 20 7484 4040
Tim Richardson / Declan O'Connor
Ludgate Environmental Fund Limited Tel: +44 (0)
1534 609034
John Shakeshaft (Chairman)
Panmure Gordon (Rule 3 Adviser Tel: +44 (0)
to Ludgate) 20 7886 2500
Paul Fincham / Jonathan Becher
IMPORTANT NOTICES
Disclaimers
GCA Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting for Headway and no one else
in connection with the matters set out in this announcement. In
connection with such matters, GCA Altium will not regard any other
person as its client, nor will it be responsible to any other
person for providing the protections afforded to clients of GCA
Altium or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither GCA
Altium nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person other than Headway in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon, which is authorised and regulated in the UK by
the Financial Conduct Authority is acting exclusively for Ludgate
and no one else in connection with the matters set out in this
announcement. In connection with such matters, Panmure Gordon will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Panmure Gordon or for providing advice in
relation any matter referred to herein. Panmure Gordon does not
accept any responsibility whatsoever to any person other than
Ludgate for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Offer. Panmure Gordon accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such
statement.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer Document
(together with, in the case of Ordinary Shares in certificated
form, the Form of Acceptance) which will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Any decision in respect of, or other response to, the
Offer should be made only on the basis of the information contained
in the Offer Document and, in the case of Ordinary Shares in
certificated form, the Form of Acceptance. Each Ludgate Shareholder
is urged to consult its independent professional advisers
immediately regarding the tax consequences of the Offer applicable
to them.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the Offer
and the distribution of this announcement the Offer Document and
any other documents relating to the Offer in, into or from
jurisdictions other than the United Kingdom or Jersey may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement, the Offer Document or any
other documents relating to the Offer comes should inform
themselves of, and observe, any such restrictions. Any person
(including without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the
Offer Document, the Forms of Acceptance or any accompanying
document to any jurisdiction outside the United Kingdom or Jersey
should refrain from doing so and seek appropriate professional
advice before taking any action. If any Overseas Shareholder
remains in any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without delay. In
particular, the ability of persons who are not resident in the
United Kingdom or Jersey to execute and deliver Forms of Acceptance
may be affected by the laws of the relevant jurisdiction in which
they are located.
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.
This announcement and the Offer Document has been prepared for the
purposes of complying with the laws of England and Jersey and the
Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement, the
Offer Document and other accompanying documents had been prepared
in accordance with the laws of jurisdictions outside of England and
Jersey.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Offer or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Notice to US Investors
The Offer is made for securities in a Jersey company and Ludgate
Shareholders in the United States should be aware that this
announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
Takeover Code and UK disclosure requirements, format and style, all
of which may differ from those in the United States. All financial
information that is included in this announcement or that may be
included or referred to in the Offer Document or any other
documents relating to the Offer, have been, or will be, prepared in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Takeover Code, the Panel and the London Stock
Exchange. Accordingly, the 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 US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Headway and not by its financial
adviser.
Ludgate is a company incorporated under the laws of Jersey and
Headway is a limited partnership established under the laws of
Scotland. It may not be possible for Ludgate Shareholders in the
United States to effect service of process within the United States
upon Ludgate or Headway or their respective officers or directors
or to enforce against any of them judgments of the United States
predicated upon the civil liability provisions of the federal
securities laws of the United States. It may not be possible to sue
Ludgate or Headway or their respective officers or directors in a
non-US court for violations of the US securities laws. There is
also doubt as to enforceability in the United Kingdom in original
actions, or in actions for the enforcement of judgments of US
courts, based on civil liability provisions of US federal
securities laws.
Neither the United States Securities and Exchange Commission nor
any other US federal or state securities commission or regulatory
authority has reviewed, approved or disapproved this announcement
or any of the proposals described in this announcement or passed an
opinion on the accuracy or the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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) of the Code 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 one per cent. 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of
the Code).
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 Takeover 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.
Information relating to Ludgate Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Ludgate Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ludgate may be provided to Headway during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on Website
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Ludgate's website
www.ludgateenvironmental.com by no later than 12 noon on 9 February
2017.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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