TIDMNTA
RNS Number : 4136U
Abu Dhabi Capital Management LLC
28 December 2012
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.
Abu Dhabi Capital Management LLC ("ADCM")
THIS IS AN ANNOUNCEMENT UNDER RULE 2.5 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS
ON WHICH ANY OFFER WILL BE MADE.
ADCM notes the announcement by Northacre plc ("Northacre") of 20
December 2012 and confirms that it has held preliminary discussions
with Northacre in respect of making an offer for Northacre (the
"Possible Offer"). ADCM looks forward to continuing discussions and
cooperating with Brian Harris and Malcolm Williams, the independent
directors of Northacre, with a view to possibly making a firm offer
for Northacre in due course.
ADCM wish to notify shareholders that the Possible Offer values
each ordinary share of Northacre at 96p per share, which shall be
payable wholly in cash, or alternatively, at the option of each
shareholder in Northacre, in non-transferable unsecured loan notes
to be issued by ADCM or an affiliate of ADCM (the "Loan Notes").
The Loan Notes will have an interest rate of 10% per annum and a
maturity date of the first anniversary of their issue, though may
be repaid in whole or in part at any time before such maturity date
at the option of the issuer.
ADCM believes the Possible Offer price of 96p per Northacre
share is compelling and represents a significant premium of 21.5%
to the closing mid-market price of 79p per share on 19 December
2012, being the last trading day prior to the announcement by
Northacre that it was in preliminary discussions with ADCM, and a
premium of 27.2% to the 90 trading day volume-weighted average
Northacre price of 75.5p per share (prior to 19 December 2012).
ADCM envisages, should a firm offer be made, that it would be
declared unconditional as to acceptances once valid acceptances
have been received in respect of more than 50% of the entire issued
ordinary share capital of Northacre.
This approach is at a preliminary stage and no decisions have
yet been made. There can be no certainty that an offer will
ultimately be made for Northacre.
In accordance with Rule 2.6(a) of the Code, ADCM will have until
5pm on 17 January 2013 to announce either a firm intention to make
an offer for Northacre or that they do not intend to make an offer.
This deadline will only be extended with the consent of the Panel
in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5(a) of the Code, ADCM reserve the right to
announce an offer at a different value to the Possible Offer, or
vary the form and/or mix of the consideration, should the
independent directors of Northacre agree an offer at a different
value or a third party announces a firm intention to make an offer
for Northacre.
Further announcements will be made in due course, as
appropriate.
Enquiries:
ADCM
Mustafa Kheriba +971 2 679 6666
finnCap Ltd (Financial Adviser to ADCM)
Henrik Persson +44 20 7220 0500
Geoff Nash +44 20 7220 0500
A copy of this announcement will be available at www.adcm.ae.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
finnCap Ltd, which is authorised and regulated in the UK by the
FSA, is acting exclusively for ADCMand for no one else in
connection with the Possible Offer and this announcement and will
not be responsible to anyone other than ADCM for providing the
protections afforded to clients of finnCap Ltd nor for providing
advice in connection with the Possible Offer or any matter referred
to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Possible Offer or otherwise.
This announcement has been prepared for the purpose of complying
with English law and the City 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 of
jurisdictions outside the United Kingdom.
The directors of ADCM accept responsibility for all of the
information contained in this announcement. To the best of the
knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case) the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Disclosure requirements of the Takeover Code (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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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