Belphar Limited Statement of intention not to make an offer-amend (2058T)
November 15 2013 - 11:20AM
UK Regulatory
TIDMPAN
RNS Number : 2058T
Belphar Limited
15 November 2013
RE-RELEASE SAME DAY
The 'Statement of intention not to make an offer' announcement
for Belphar Ltd released today,
15 November 2013 at 15.00 under RNS No 1940T has been
re-released in the interests of market clarity.
The announcement text is unchanged and is reproduced in full
below.
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 OR
REGULATIONS OF SUCH JURISDICTION.
For immediate release
15 November 2013
Belphar Ltd ("Belphar")
Statement of intention not to make an offer
On 21 October 2013, Belphar announced that it was considering a
possible all cash offer (the "Possible Offer") for the entire
issued and to be issued share capital of Pan European Terminals Plc
("Pan" or the "Company") not already owned by Belphar at a price of
22 pence per Pan Ordinary Share, which it considered reflected fair
value for all Pan shareholders.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code") requires that Belphar, by not later than 5.00 p.m. on
Monday 18 November 2013 (unless the Panel had consented otherwise),
either announces a firm intention to make an offer for Pan in
accordance with Rule 2.7 of the Code or announces that it does not
intend to make an offer.
Accordingly, despite holding a number of discussions with the
board of Pan (the "Board"), as no recommendation has been
forthcoming, Belphar confirms that it has decided not to proceed
with its Possible Offer.
Belphar notes that a general meeting of Pan's shareholders is
scheduled to be held at 11.00 a.m. on Monday 18 November 2013,
further to the adjournment of 1 November 2013 (the "General
Meeting"), at which the resolutions to enable the conversion of the
8,500,000 GBP1 secured convertible loan notes issued by Dan-Balt
Terminals Limited (a wholly owned subsidiary of Pan) (the "CLNs"),
acquired by Belphar on 22 October 2013, are to be considered.
Belphar further notes the unanimous recommendation of the Board
that Pan's shareholders vote in favour of such resolutions in order
that the requisite share capital authorities be obtained ahead of
the deadline of 19 November 2013 (the "Deadline"), negotiated
between the prior holder of the CLNs and the Board.
As detailed in Pan's announcement of 15 October 2013, if the
Company does not obtain the necessary approvals by the Deadline,
the Company is required to pay the holder of the CLNs, a premium of
GBP550,000. As further noted in the announcement, absent
conversion, in addition to the premium payment, Pan remains liable
for the GBP8.5 million repayment of principal due on 19 November
2015 and interest at 10 per cent. per annum. If necessary, a
further general meeting can be convened to obtain the requisite
approvals to enable conversion of the outstanding CLNs, at any time
before their scheduled redemption date of 19 November 2015.
Belphar is currently interested in 29.9 per cent. of Pan's
issued share capital, holds 408,163 Warrants over Pan Ordinary
Shares and holds, in aggregate, 8,850,000 GBP1 CLNs, which are
secured over all of Pan's assets, excluding those in Cyprus and
Russia.
As Pan's largest shareholder and its secured loan note holder,
Belphar looks forward to the Board progressing a solution to the
current Rosbunker situation and delivering value to the Company's
shareholders.
Belphar, and any person deemed to be acting in concert with it,
are subject to the restrictions imposed by Rule 2.8 of the Code.
For the purposes of Rule 2.8, Belphar reserves its right to take
any action otherwise precluded under Rule 2.8 of the Code within
six months of the date of this announcement in the circumstances
set out in Note 2 to Rule 2.8 of the Code.
All defined terms used in this announcement are as defined in
Belphar's Possible Offer announcement of 21 October 2013, unless
the context otherwise requires.
For further information, please visit www.belphar.com or
contact:
Belphar Ltd Tel: +44 (0) 20 3131
Khofiz Shakhidi 0046
Belphar Family Office Tel: +44 (0) 20 3131
Nadeem Rahman 0046
Strand Hanson Limited - Financial Adviser Tel: +44 (0) 20 7409
to Belphar Ltd 3494
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR Tel: +44 (0) 20 7861
Mark Antelme 3232
Henry Lerwill
Strand Hanson Limited is authorised and regulated by the
Financial Conduct Authority. Strand Hanson Limited is acting as
financial adviser to Belphar Ltd and no one else in connection with
the contents of this announcement and will not be responsible to
anyone other than Belphar Ltd for providing the protections
afforded to its clients or for providing advice in connection with
the contents of this announcement or any matter referred to
herein.
This announcement does not constitute any offer to acquire, or
the solicitation of an offer to sell or transfer, any shares in Pan
from or to any person in any jurisdiction.
Website disclosure
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available on Belphar's website at
www.belphar.com by no later than 12 noon (London time) on 18
November 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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