TIDMPAN
RNS Number : 7137H
Belphar Limited
21 May 2014
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
21 May 2014
RECOMMENDED CASH OFFER
FOR
PAN EUROPEAN TERMINALS PLC
BY
BELPHAR LTD
SUMMARY AND HIGHLIGHTS:
-- Belphar Ltd ("Belphar") and Pan European Terminals plc ("Pan"
or the "Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Belphar for the entire issued and to be issued ordinary share
capital of Pan not already owned by Belphar (the "Offer").
-- Under the terms of the Offer, Pan Shareholders will receive
22 pence in cash for each Pan Share held, valuing the current
issued ordinary share capital of Pan at approximately GBP23.4
million.
-- The Offer Price represents a premium of approximately:
(i) 37.33 per cent. over the VWAP per Pan Share of 16.02 pence
over the three month period ended on 20 May 2014, being the last
Business Day prior to the date of this announcement; and
(ii) 46.67 per cent. over the closing middle market price of
15.00 pence per Pan Share on 20 May 2014, being the last Business
Day prior to the date of this announcement.
-- Belphar, a British Virgin Islands limited liability company
wholly owned by Mr Khofiz Shakhidi, currently owns 31,791,207 Pan
Shares, representing approximately 29.90 per cent. of Pan's
existing issued ordinary share capital.
-- Belphar has received an irrevocable undertaking to accept (or
procure acceptance of) the Offer from Pan's Chief Executive Officer
and Interim Executive Chairman, Simon Escott, the only Pan Director
who holds Pan Shares, in respect of 4,926,500 Pan Shares,
representing approximately 4.63 per cent. of the issued ordinary
share capital of Pan as at the date of this announcement. Such
undertaking will remain binding in the event of any competing offer
unless the Offer Document is not published within five Business
Days of the date of this announcement or the Offer lapses or is
otherwise withdrawn.
-- Belphar has also received irrevocable undertakings to accept
the Offer from certain institutional Pan Shareholders (who are
listed in Appendix III to this announcement), in respect of, in
aggregate, 34,404,040 Pan Shares, representing approximately 32.36
per cent. of the issued ordinary share capital of Pan as at the
date of this announcement. These undertakings will cease to be
binding if the value of any competing offer is 25 pence or more
(where such competing offer has been announced as a firm intention
to make an offer in accordance with Rule 2.7 of the Code) or if the
Offer Document is not published within 28 days of the date of this
announcement or the Offer lapses or is otherwise withdrawn. In
addition, Pan's Company Secretary, Mark Gilchrist, has provided an
irrevocable undertaking to Belphar to accept (or procure acceptance
of) the Offer in respect of his entire holding of 2,775,000 Pan
Shares, representing approximately 2.61 per cent. of the issued
ordinary share capital of Pan as at the date of this announcement.
Such undertaking will cease to be binding in the same circumstances
as the irrevocable undertakings received from certain institutional
Pan Shareholders as outlined above.
-- Belphar has therefore received irrevocable undertakings over,
in aggregate, 42,105,540 Pan Shares, representing approximately
39.60 per cent. of the issued ordinary share capital of Pan as at
the date of this announcement. Further details of these irrevocable
undertakings are set out below and in Appendix III to this
announcement.
-- Accordingly, when taken together with Pan Shares already
owned by Belphar, Belphar either owns or controls or has received
irrevocable undertakings over, in aggregate, 73,896,747 Pan Shares,
representing approximately 69.50 per cent. of the issued ordinary
share capital of Pan as at the date of this announcement.
-- In addition, Belphar holds GBP8.85 million of GBP1
Convertible Loan Notes which, if converted, would convert into
40,227,272 Pan Shares, and owns 408,163 Warrants which, if fully
exercised, would convert into a further 408,163 Pan Shares.
-- The Pan Directors, who have been so advised by finnCap Ltd
and Westhouse Securities Limited (together, the "Joint Financial
Advisers"), consider the terms of the Offer to be fair and
reasonable. In providing their advice to the Pan Directors, the
Joint Financial Advisers have taken into account the commercial
assessments of the Pan Board.
-- Accordingly, the Pan Directors have unanimously agreed to
recommend that Pan Shareholders accept the Offer.
-- The Offer Document will be posted as soon as practicable and
in any event within 28 days from thedate of this announcement,
unless otherwise agreed with the Panel.
Commenting on the Offer on behalf of the Pan Board, Simon
Escott, Chief Executive Officer and Interim Executive Chairman of
Pan said:
"This Offer provides a certain cash exit at a premium to the
recent market share price, and we welcome the opportunities that
will be afforded to the Company by joining a group with experience
and knowledge of working in the FSU.
"Importantly, we believe that this transaction will bring
immediate and long term benefits to the Company's customers and
will provide a stable and well-capitalised future for Pan and its
employees, allowing the Company to continue to pursue its planned
growth strategy."
Commenting on the Offer on behalf of Belphar, Khofiz Shakhidi,
the sole director of Belphar said:
"We are delighted to be announcing this recommended cash offer
for Pan. We believe that Pan is a Company with great potential, but
that, given its size, operating environment and geographic focus,
it would fare better as a private company with a simplified and
more cost effective corporate structure, while benefitting from our
experience in the FSU region. Our Offer provides Pan Shareholders
with a certain cash exit at an attractive premium to the recent
market share price."
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement and the Appendices.
Implementation of the Offer will be subject to the Conditions set
out in Appendix I to this announcement and the further terms to be
set out in the Offer Document and the Form of Acceptance. Appendix
II contains the sources of information and bases of calculations
used in this announcement. Appendix III contains details of the
irrevocable undertakings received by Belphar. Certain definitions
apply throughout this announcement (including this summary) and
your attention is drawn to Appendix IV at the end of this
announcement where these definitions are set out in full.
Enquiries:
Belphar Ltd Tel: +44 (0) 20 3131
Khofiz Shakhidi 0046
Strand Hanson Limited - Financial Adviser to Tel: +44 (0) 20 7409
Belphar 3494
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR to Belphar Tel: +44 (0) 20 7861
Mark Antelme 3232
Henry Lerwill
Pan European Terminals plc Tel: +44 (0) 20 3145
Simon Escott, Chief Executive Officer and Interim 1908
Executive Chairman Mob: +44 (0)7920
095 800
finnCap Ltd - Joint Financial Adviser to Pan Tel: +44 (0) 20 7220
Stuart Andrews 0500
Christopher Raggett
Westhouse Securities Ltd - Joint Financial Adviser, Tel: +44 (0) 20 7601
Nominated Adviser and Broker to Pan 6100
Richard Johnson
Antonio Bossi
Leander - Financial PR to Pan Tel: +44 (0)7795
Christian Taylor-Wilkinson 168 157
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Belphar and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Belphar for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
financial adviser to Pan and no-one else in connection with the
Offer and other matters described in this announcement, and will
not be responsible to anyone other than Pan for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein.
Westhouse Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as joint financial adviser, Nominated Adviser and Broker to Pan and
no-one else in connection with the Offer and other matters
described in this announcement, and will not be responsible to
anyone other than Pan for providing the protections afforded to
clients of Westhouse Securities Limited or for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Equiniti Limited during business hours on 0871 384 2809
or, if calling from outside the UK, on +44 121 415 0089 or by
submitting a request in writing to Equiniti Limited, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
It is important that you note that unless you make a request, a
hard copy of this announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS
AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. 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. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Cautionary Note Regarding Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Belphar and Pan may
contain certain statements that are or may be deemed to be forward
looking with respect to the financial condition, results of
operation(s) and business of Pan and certain plans and objectives
of the Pan Board and the Belphar Director with respect thereto.
These forward looking statements can be identified by the fact that
they are prospective in nature and do not relate to historical or
current facts. Forward looking statements often, but not always,
use words such as "anticipate", "target", "expect", "estimate",
"budget", "scheduled", "forecasts", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of a similar meaning. These estimates are based on assumptions and
assessments made by the Pan Board and/or the Belphar Director in
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate.
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 service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date. 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 and the factors described in the context of such
forward looking statements in this announcement could cause actual
results or developments to differ materially from those expressed
or implied by such forward looking statements. Although Pan and
Belphar believe that the expectations reflected in such forward
looking statements are reasonable, neither Belphar nor Pan, nor any
of their respective 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
(including under the AIM Rules and the Disclosure and Transparency
Rules of the FCA), neither Belphar nor Pan is under any obligation,
and Belphar and Pan 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. Pan and
Belphar therefore caution you not to place undue reliance on these
forward looking statements which speak only as at the date of this
announcement.
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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, 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 p.m. (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 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 Pan Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Pan Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Pan may be provided to Belphar during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.12(c).
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Pan confirms that, as
at the date of this announcement, it has 106,325,110 ordinary
shares of 1 penny each in issue and admitted to trading on AIM
under the ISIN reference GB00B12V3082. Pan also has in issue
408,163 unlisted, transferable warrants to subscribe for Pan
Shares, exercisable at 24.5 pence per Pan Share between 17 November
2011 and 17 November 2016.
In addition, Dan-Balt Terminals Limited, a wholly-owned
subsidiary of Pan, has issued the following loan notes, convertible
into Pan Shares (subject, inter alia, to approval by greater than
75% of Pan Shareholders voting at a Pan general meeting) admitted
to the Channel Islands Stock Exchange:
-- GBP8,500,000 10% Secured Convertible Fixed Rate Loan Notes of
GBP1 each, repayable on 19 November 2015 and convertible into a
maximum of 38,636,363 Pan Shares at 22 pence per share; and
-- GBP350,000 10% Guaranteed Convertible Fixed Rate Loan Notes,
repayable on 26 April 2016 and convertible into a maximum of
1,590,909 Pan Shares at 22 pence per share,
in each case, subject to Pan obtaining such authorities and
approvals from shareholders as are required for the Pan Directors
to authorise the issue of such Pan Shares on conversion free of
statutory pre-emption rights.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on the websites of Pan at
www.peterminals.com and Belphar at www.belphar.com by no later than
12 noon (London time) on 22 May 2014. For the avoidance of doubt,
the content of these websites is not incorporated by reference and
does not form part of this announcement.
Note to US Pan Shareholders
The Offer will be made for the securities of a UK company and is
subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
this announcement has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Offer will be made in the United States pursuant to
applicable UK tender offer rules and securities laws and otherwise
in accordance with the requirements of the Code. 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 to tender offers made in accordance
with US procedures and law.
It may be difficult for Pan Shareholders in the US to enforce
their rights and any claim arising out of the US federal securities
laws, since Belphar and Pan are located in non-US jurisdictions,
and some or all of their officers and directors may be residents of
non-US jurisdictions. US Pan Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
the judgment of a US court.
In accordance with the Code and normal UK market practice and
pursuant to Rule 14e-5(b)(10) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Shares
outside the United States, otherwise than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. In the
event that Belphar or its nominees or brokers (acting as agents)
purchase or make arrangements to purchase Shares for a higher price
than the Offer Price, the Offer Price will be increased to match
the higher price paid outside the Offer. Such purchases, or
arrangements to purchase, will comply with all applicable United
Kingdom rules, including the Code and the AIM Rules. These
purchases may occur in the open market or as privately negotiated
transactions. Any information about such purchases which is
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved or disapproved of this document or
determined whether this document is accurate or complete. Any
representation to the contrary is a criminal offence.
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
21 May 2014
RECOMMENDED CASH OFFER
FOR
PAN EUROPEAN TERMINALS PLC
BY
BELPHAR LTD
1. Introduction
Belphar and Pan are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Belphar for the entire issued and to be issued ordinary share
capital of Pan not already owned by Belphar.
Belphar is a private limited liability company which was
incorporated in the British Virgin Islands on 4 October 2013. It
was established by Mr Khofiz Shakhidi specifically for the purposes
of making the Offer. Further information on Belphar and Mr Khofiz
Shakhidi, the owner and sole director of Belphar, is set out in
paragraph 6 below.
2. The Offer
Under the Offer, which will be made on and subject to the terms
and Conditions referred to in Appendix I to this announcement, and
subject to the further terms to be set out in full in the Offer
Document and, in the case of Pan Shares held in certificated form,
in the Form of Acceptance, Pan Shareholders will be entitled to
receive:
for each Pan Share 22 pence in cash
The Offer values Pan's existing issued ordinary share capital at
approximately GBP23.4 million and the Offer Price represents a
premium of approximately:
(i) 37.33 per cent. over the VWAP per Pan Share of 16.02 pence
over the three month period ended on 20 May 2014, being the last
Business Day prior to the date of this announcement; and
(ii) 46.67 per cent. over the closing middle market price of
15.00 pence per Pan Share on 20 May 2014, being the last Business
Day prior to the date of this announcement.
The Offer will extend to all Pan Shares unconditionally allotted
or issued and fully paid on the date of the Offer, not currently
held by Belphar, and any Pan Shares which are unconditionally
allotted or issued and fully paid before the date on which the
Offer ceases to be open for acceptance or such earlier date as
Belphar may, subject to the Code and in accordance with the
Conditions and further terms of the Offer or with the consent of
the Panel, decide, not being earlier than the date on which the
Offer becomes unconditional.
The Pan Shares will be acquired by Belphar pursuant to the Offer
fully paid with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, options, pre-emption
rights and other third party interests and rights of any nature
whatsoever and together with all rights now or hereafter attaching
thereto, including, without limitation, voting rights and the right
to receive and retain in full all dividends and other distributions
(if any) declared, paid or made after the date of this
announcement.
The Offer will be subject to the Conditions and further terms
set out or referred to in Appendix I to this announcement, and
subject to the further terms to be set out in full in the Offer
Document and, in the case of Pan Shares held in certificated form,
the Form of Acceptance, when issued.
Background to and reasons for the Offer and future plans for
Pan
Belphar currently holds 31,791,207 Pan Shares, representing
approximately 29.90 per cent. of Pan's issued ordinary share
capital. In addition, Belphar owns GBP8.85 million principal amount
of Convertible Loan Notes, which, subject to Pan obtaining all
necessary Pan Shareholders' approvals, could potentially be
converted into 40,227,272 Pan Shares, representing approximately
27.45 per cent. of Pan's share capital, as enlarged by full
conversion of the CLNs. Assuming full conversion of the CLNs,
Belphar would therefore be interested in approximately 72,018,479
Pan Shares, representing approximately 49.1 per cent. of Pan's
diluted share capital following such conversion. In addition,
Belphar owns 408,163 Warrants which, if fully exercised at their
exercise price of 24.5 pence per share, would convert into a
further 408,163 Pan Shares.
Mr Khofiz Shakhidi, the 100 per cent. owner and sole director
and controller of Belphar, built these positions as he recognised
the potential of Pan's business. His initial Pan Shares were
purchased from Alpcot Capital Management Limited together with a
series of small market purchases of Pan Shares on 1 October 2013
and 2 October 2013. After conducting further research and on the
basis of public information, Mr Shakhidi decided to announce a
possible all cash offer for Pan, via Belphar, on 21 October 2013
(the "Possible Offer").
On 22 October 2013, Belphar acquired a further 16,870,505 Pan
Shares, the Warrants and the CLNs from Hepworth Technologies S.A.
and Hurley Investment Holdings Limited and sought to enter into
talks with the Pan Board to secure a recommendation for its
Possible Offer. Despite holding a number of discussions with the
Pan Board, as no recommendation was forthcoming at this time,
Belphar decided not to proceed with its Possible Offer and
announced its withdrawal on 15 November 2013.
At the invitation of the Pan Board, the Belphar Director and Pan
subsequently recommenced their dialogue in February 2014 and have
now reached agreement on the terms of the Offer. Belphar has a high
regard for Pan and its management team and is confident of the
overall prospects for Pan's operating businesses, but believes that
in order to maximise its future potential the Company will be
better suited to a private company environment, where, with
Belphar's full support and assistance and the Belphar Director's
experience of, and contacts in, the FSU, Pan's management team will
be better placed to concentrate on the more efficient delivery of
its medium term business plan free from the requirement to meet the
public equity market's typically shorter term expectations and the
regulatory burdens, constraints and numerous expenses associated
with maintaining a UK public listing. In addition, Belphar believes
that, as a relatively small UK quoted company with principally
overseas operations and trading activities, Pan will find it
difficult to attract and retain sufficient research coverage, stock
liquidity and market rating that would make retaining its existing
AIM quotation worthwhile.
Belphar intends to seek to continue to grow the capacity and
functionality of Pan's existing transhipment and storage facilities
and to pursue the identification and evaluation of potential new
opportunities and projects in Europe and elsewhere, whilst
maintaining a tight control of costs within a simplified corporate
structure.
3. Irrevocable undertakings
Belphar has received an irrevocable undertaking to accept (or
procure acceptance of) the Offer from Pan's Chief Executive Officer
and Interim Executive Chairman, Simon Escott, the only Pan Director
who holds Pan Shares, in respect of all the Pan Shares he holds,
being 4,926,500 Pan Shares representing approximately 4.63 per
cent. of the issued ordinary share capital of Pan as at the date of
this announcement. This undertaking will remain binding even in the
event that a third party makes a competing offer for Pan and will
cease to be binding only if the Offer Document is not published
within five Business Days of the date of this announcement or the
Offer lapses or is otherwise withdrawn.
Belphar has also received irrevocable undertakings to accept (or
procure acceptance of) the Offer from certain institutional Pan
Shareholders (who are listed in Appendix III to this announcement),
in respect of, in aggregate, 34,404,040 Pan Shares, representing
approximately 32.36 per cent. of the issued ordinary share capital
of Pan as at the date of this announcement. These undertakings will
cease to be binding if the value of any competing offer is 25 pence
or more (where such competing offer has been announced as a firm
intention to make an offer in accordance with Rule 2.7 of the Code)
or if the Offer Document is not published within 28 days of the
date of this announcement or the Offer lapses or is otherwise
withdrawn.
In addition, Pan's Company Secretary, Mark Gilchrist, has
provided an irrevocable undertaking to Belphar to accept (or
procure acceptance of) the Offer in respect of his entire holding
of Pan Shares, being 2,775,000 Pan Shares representing
approximately 2.61 per cent. of the issued ordinary share capital
of Pan as at the date of this announcement. Such undertaking will
cease to be binding in the same circumstances as the irrevocable
undertakings received from certain institutional Pan Shareholders
as outlined above.
Belphar has therefore received irrevocable undertakings over, in
aggregate, 42,105,540 Pan Shares, representing approximately 39.60
per cent. of the issued ordinary share capital of Pan as at the
date of this announcement.
Accordingly, when taken together with Pan Shares already owned
by Belphar, Belphar either owns or controls or has received
irrevocable undertakings over, in aggregate, 73,896,747 Pan Shares,
representing approximately 69.50 per cent. of the issued ordinary
share capital of Pan as at the date of this announcement.
No shareholder who has entered into an irrevocable undertaking
with Belphar is acting in concert with Belphar.
Further details of these irrevocable undertakings received by
Belphar to accept the Offer (including the circumstances in which
the irrevocable undertakings will cease to remain binding) are set
out in Appendix III to this announcement.
4. Background to and reasons for the recommendation of the Offer
The Company was admitted to trading on AIM in April 2006, and
raised funds at that time principally for the development of oil
export transhipment terminals in the Baltic port of Kaliningrad,
Russia. As part of this strategy, the Company acquired, in
aggregate, in June 2007 and December 2007, a 50 per cent. indirect
equity interest in the holding company for the Rosbunker oil
transhipment terminal, situated in the port of Baltysk in the
Kaliningrad Oblast.
The Rosbunker acquisition was initially successful, but, in
early 2011, a dispute arose between the Company and its local joint
venture partner relating to the ownership and operation of the
terminal. This dispute has been the subject of numerous legal
proceedings in Russia over the last three years that have resulted
in the Company incurring substantial legal and other costs of
approximately GBP400,000, in addition to occupying a significant
amount of executive management's time.
As stated in the Company's announcement of 25 February 2014, the
Company's joint venture partner has offered the Company the
opportunity to purchase its 50 per cent. stake in Rosbunker, and
the Pan Directors have been carefully considering this opportunity.
Whilst discussions have continued, the Company has not been able to
agree final terms with its joint venture partner and until such
time as a satisfactory resolution is determined and successfully
implemented, the asset remains frozen under a legal order.
However, since the Company's announcement of 25 February 2014,
the Pan Directors have continued to review the political and
geographical risks associated with Rosbunker and have been seeking
to mitigate such risks to the fullest extent possible. Cognisant of
recent events in Ukraine and heightened tensions in Kaliningrad and
the FSU as a whole, in the opinion of the Pan Directors, the
balance of these risks has shifted to such an extent that the Pan
Directors now believe that they may no longer be capable of
adequate mitigation in a timescale compatible with the long-term
interests of Pan Shareholders. Therefore, the Pan Directors expect
to consider a write-down to the value of this investment in the
Company's final results for the year ended 31 December 2013, to be
announced by 30 June 2014.
The Company's other Kaliningrad asset is the Baltic Top Terminal
("Baltic Top"), the holding company of which was acquired in August
2006, which has continued to operate well, but, being based in
Russia, is also exposed to significant country risk.
In recent years, the Company has expanded its operations outside
Russia. It acquired Petroval Bunker International B.V. ("PBI"), a
fuel oil storage business based in Rotterdam, the Netherlands, for
US$10.8 million, in December 2010. It subsequently acquired Haahr
Tank-Lager A/S ("Haahr Tank-Lager"), operator of a 160,000 cubic
metres refined oils terminal (the "Dan-Balt Terminal") located at
Aabenraa, Denmark, for US$9.9 million, in November 2011.
These acquisitions diversified the Company's risk profile and,
due to the profits and cash flows from Rosbunker being
inaccessible, have provided the majority of the group's revenue and
free cash flow since completion of the respective acquisitions.
As set out in the Company's announcement of 25 February 2014,
these assets continue to trade satisfactorily. The Dan-Balt
Terminal has received significant investment over the last two
years, including the utilisation of the proceeds from a GBP0.95
million (gross) placing of shares at a price of 13 pence per share
in May 2012 for a fuel oil optimisation project, and is poised for
further growth. However, as previously announced, the Company needs
to actively manage the facility's product offering to enable the
terminal to service a variety of clients.
The original acquisition of Haahr Tank-Lager was funded via the
issuance of a US$11.0 million secured fixed rate loan note by the
Company's wholly owned subsidiary, Dan-Balt Terminals Limited
("Dan-Balt"). This note was redeemed in its entirety, in November
2012, through a refinancing involving the issue of a secured
convertible fixed rate loan note of GBP8.5 million principal
amount, convertible at a price of 22 pence per share and repayable
in November 2015 (the "2015 Convertible Loan Note").
On 15 October 2013, the Company convened a general meeting to
seek the necessary authorities for the issue of 38,636,363 new Pan
Shares which would arise upon conversion in full of the outstanding
2015 Convertible Loan Note. On 21 October 2013, Belphar announced
that it was considering a possible all cash offer for the Company,
at 22 pence per Pan Share and on 22 October 2013 announced that it
had purchased 16,870,505 Pan Shares from Hurley Investment Holdings
Limited to take its ownership position up to approximately 29.9 per
cent. of Pan's issued share capital.
The Pan Directors, at that stage, believed that an offer at 22
pence undervalued the Company and could not be recommended to Pan's
Shareholders. Following a period of negotiation, Belphar announced
on 15 November 2013 that it had decided not to proceed with its
Possible Offer, as no recommendation had been forthcoming. At the
adjourned general meeting held on 18 November 2013, the proposed
resolutions to grant the requisite share capital authorities to
enable the 2015 Convertible Loan Note to be converted were not
approved by Pan Shareholders, resulting in a premium payment of
GBP550,000 being made to Belphar, as holder of the 2015 Convertible
Loan Note, in accordance with the terms of the 2015 Convertible
Loan Note instrument. Belphar currently has the right to appoint a
director to the Pan Board under the terms of this instrument.
Since November 2013, the Pan Directors have been considering
various routes to maximise shareholder value. These strategic
options have focused on:
i) driving organic growth in the Company's existing terminals;
ii) resolution of the Rosbunker dispute; and
iii) further acquisitions in order to diversify both geographic and terminal specific risk.
The Company has invested heavily in both the Dan-Balt Terminal
and Baltic Top in order to increase their respective operational
capacities, and the Pan Directors believe that this will drive
organic growth, albeit that such future growth will take time to be
fully realised and will require the careful management of customer
relationships. With respect to PBI, whilst the terminals are
currently at full capacity and profitable, the Pan Directors are
mindful of the need to consistently renew leases and customer
contracts and therefore the risks and uncertainty associated with
the terminals' future financial performance. Accordingly, the Pan
Directors believe that all appropriate steps have been, and are
being, taken to seek to maximise the returns from the group's
existing asset base.
Please refer to "Current Trading" (section 7 below) for further
information.
With respect to further potential acquisitions, the Pan
Directors have considered the effect of the outstanding Convertible
Loan Notes and their terms on the group's financial position, as
well as its ability to raise further financing via either debt or
from the UK stock market. The Pan Directors believe that the
quantum of funds required to finance and implement a meaningful
acquisition could not be secured on terms that would be suitably
attractive and beneficial to Pan's Shareholders as a whole, when
set against the potential of a certain cash exit from their
investment at a level of 22 pence for each Pan Share under the
Offer.
Furthermore, the Pan Directors have considered that Pan
Shareholders (excluding the shareholdings of the Pan Directors and
Pan's Company Secretary) representing, in aggregate, approximately
32.36 per cent. of Pan's current issued share capital have
indicated their support for the Offer.
Accordingly, in light of the above, the Pan Directors, who have
been so advised by finnCap and Westhouse Securities (together, the
"Joint Financial Advisers"), consider the terms of the Offer to be
fair and reasonable. In providing their advice, the Joint Financial
Advisers have taken into account the commercial assessments of the
Pan Directors.
The Pan Directors have therefore unanimously agreed to recommend
that Pan Shareholders accept the Offer and Simon Escott, Pan's
Chief Executive Officer and Interim Executive Chairman, the only
Pan Director who currently holds Pan Shares has irrevocably
undertaken to accept the Offer in respect of his entire beneficial
holding of 4,926,500 Pan Shares (representing approximately 4.63
per cent.of the issued ordinary share capital of Pan as at the date
of this announcement).
5. Information relating to Belphar and Mr Khofiz Shakhidi
6.1 Belphar
Belphar is a private limited liability company which was
incorporated in the British Virgin Islands on 4 October 2013, under
company number 1793423. It was established by Mr Khofiz Shakhidi
specifically for the purposes of making the Offer.
Belphar is wholly owned and controlled by Mr Shakhidi and will
be funded for the purposes of the Offer by Mr Shakhidi.
Belphar has no operations and has not traded since its date of
incorporation. It has paid no dividends and has not entered into
any obligations other than in connection with the Offer and the
financing of the Offer. The sole director of Belphar is Mr
Shakhidi. Belphar does not currently have any subsidiaries or
subsidiary undertakings.
6.2 Mr Khofiz Shakhidi
Mr Khofiz Shakhidi, aged 37, is a private equity investor,
entrepreneur and corporate financier. Following his graduation from
the University of Essex with a BSc degree in Economics, Mr Shakhidi
held increasingly senior positions at a number of leading financial
institutions, including Credit Agricole Indosuez, BSI AG, Generali
Portfolio Management (UK) Limited and BSI Generali (UK) Limited.
During this period he was involved in advising on the successful
execution of numerous international corporate transactions across a
broad range of industry sectors and was registered as an approved
person by the Financial Services Authority, from December 2001 to
May 2008, prior to relocating to Monaco.
Since 2008, Mr Shakhidi has focused primarily on principal
investment activities, establishing a private investment portfolio
encompassing a range of asset classes including, inter alia,
private equity projects, OTC options and similar derivative
instruments, financial securities and prime real estate principally
in London, Moscow and the CIS. His direct investment activity
embraces various industries including natural resources, energy,
support services, logistics and freight forwarding and real estate.
He typically participates in businesses as a strategic majority
investor.
In addition to Belphar, Mr Shakhidi is a current and former
director of a number of private UK and overseas companies including
his current directorships of Progas Holdings (UK) Limited
("Progas") and Central & Eastern Europe Investments Limited
("Central & Eastern") and former directorship of Topsfield
Finance Limited ("Topsfield"), some details on which are set out
below. While Mr Shakhidi has a number of other directorships, these
primarily relate to special purpose vehicles formed for the
purposes of a specific investment or acquisition of real estate or
other assets.
-- Progas is a UK holding company for a Mauritian based project
development company which has historically promoted projects in the
energy and infrastructure sectors in the USA and Middle East. More
recently, prior to the project's disposal in 2011, Progas had
principally focused its efforts on a joint venture project
involving the development of a fully integrated liquefied petroleum
gas (LPG) terminal used for the marketing, distribution and storage
of LPG at Port Qasim, Karachi, Pakistan. Mr Shakhidi serves as a
non-executive director of Progas.
-- Topsfield, in which Mr Shakhidi is the sole shareholder and a
former non-executive director, is a British Virgin Islands
incorporated logistics and freight forwarding business focused
primarily on facilitating the transportation of commodities in the
CIS.
-- Central & Eastern is a Hong Kong incorporated investment
company focused on the pharmaceuticals sector in Russia and the
CIS. Mr Shakhidi serves as a non-executive director of Central
& Eastern.
In addition, a large part of Mr Shakhidi's day-to-day investment
activity is focussed on international stock market trading through
OTC and index options and other derivatives trading, with business
primarily conducted via certain private, wholly owned, overseas
investment vehicles and partnerships. Mr Shakhidi's vehicles write
approximately 700 short term OTC options per annum over a number of
commodities, currencies, indices and highly liquid securities
listed on major global stock exchanges. Such trading positions
usually carry a value of approximately GBP2 million to GBP10
million per position.
Mr Shakhidi is also a Senior Partner of BSI & Venture
Partners SA, an investment and advisory company which actively
develops the companies it invests in, providing them with finance,
strategic advice, industrial skills and management expertise.
6. Information relating to the Pan Group
Pan (formerly known as Baltic Oil Terminals plc) was
incorporated on 22 March 2006 and admitted to trading on AIM in
April 2006. Pan operates hydrocarbon refined product storage and
transhipment terminals (or leases terminals or tank capacity) in
Aabenraa (Denmark), Kaliningrad City (Russia) and Baltysk Region
(Russia). It also leases and operates tanks in Rotterdam
(Holland).
For the financial year ended 31 December 2012, the Pan Group
reported total revenue of GBP20.6 million (2011: GBP15.6 million)
and a profit before taxation of GBP1.2 million (2011: GBP5.1
million). As at 31 December 2012, total assets were GBP47.6 million
(2011: GBP44.0 million), with the Rosbunker asset being included at
its estimated fair value of GBP22.5m, net assets were GBP35.7
million (2011: GBP34.3 million) and net debt was GBP7.4 million
(2011: GBP5.4 million). In the half year ended 30 June 2013 the Pan
Group generated total revenue of GBP7.4 million (2012: GBP12.1
million) and profit before tax of GBP0.6 million (2012: GBP3.1
million). Net debt as at 30 June 2013 was GBP7.4 million (2012:
GBP5.5 million).
The total number of Pan Shares in issue as at 20 May 2014 (the
latest practicable date prior to this announcement) was
106,325,110. The market capitalisation of Pan, based on the
middle-market price of a Pan Share of 15 pence at the close of
business on 20 May 2014 (the latest practicable date prior to this
announcement), was approximately GBP15.95 million.
Current Trading:
The Company continues to trade in-line with the Pan Directors'
expectations.
At Baltic Top, trading continues in-line with expectations and
the recently announced increase in capacity is already being
utilised. However, further to the trading update of 25 February
2014, the Company reports that the proposed installation of the 350
metre, 8 inch pipeline which will allow access to the waterside
jetties has been delayed due to the present political situation in
Kaliningrad. Due to this, the Company is cautious of when the
project will be allowed to proceed.
The Company is currently re-negotiating its leases at PBI in the
Netherlands, which it expects to conclude satisfactorily. It should
be noted that, as previously advised, the cost of the new leases is
likely negatively to impact margins from this facility.
Dan-Balt remains an ongoing long-term development project for
the Company which will have an impact on cash generation for a
number of years ahead. The Company continues actively to nurture
its client base so as to allow the terminal to service a variety of
clients and products.
Progress with Rosbunker and the ongoing legal situation with the
Company's joint venture partner is as stated in section 5
above.
Further financial and other information on Pan will be set out
in the Offer Document.
7. Pan's Directors, management, employees and locations
The Belphar Director believes that the Offer, if successfully
completed, will provide a stable and well capitalised future for
Pan. Belphar has not sought to create a new strategic plan for the
Pan Group and instead intends to support Pan's management in
continuing to develop and execute management's existing medium term
strategy for the Pan Group.
Save for simplifying the UK corporate structure, Belphar
currently has no intention to change Pan's principal business
locations or to redeploy Pan's fixed asset base. Belphar has given
assurances to the Pan Board that, on the Offer becoming or being
declared wholly unconditional, the existing rights and terms and
conditions of employment, including pension obligations, of the
management and employees of Pan and its subsidiaries will be fully
safeguarded.
There are no agreements or arrangements between Belphar and
management or employees of Pan in relation to their on-going
involvement in the business and the Offer is not conditional on
reaching agreement with such persons. It has been agreed that the
appointments of the two non-executive directors of Pan, Reginald
Eccles and Francesco Gardin, will terminate with effect from the
date the Offer becomes or is declared wholly unconditional, or, if
later, on the date when admission of the Pan Shares to trading on
AIM is cancelled. They will each receive remuneration in line with
the termination provisions of their respective letters of
appointment by way of compensation. In addition, it has been agreed
that the Gee Consultancy Agreement pursuant to which the services
of Peter Gee, a member of Pan's senior management team, are
provided to the Pan Group will terminate with effect from the date
the Offer becomes or is declared wholly unconditional. Trans
Atlantic Energy Limited ("Trans Atlantic"), the company through
which Mr Gee provides his consultancy services, will receive a
termination payment under the terms of the Gee Settlement
Agreement, further details of which will be set out in the Offer
Document. Belphar does not currently have any plans to make any
other material change to the terms and conditions of employment of
the management and employees of the Pan Group.
Belphar has not entered into, and is not in discussions on
proposals to enter into, any form of incentivisation arrangements
with members of Pan's management who are interested in Pan Shares
and has no current plans to do so.
8. Financing of the Offer
Belphar is an entity which is beneficially owned by Mr Shakhidi
and he has undertaken to support Belphar with regard to the
financing of the Offer.
Strand Hanson, financial adviser to Belphar, is satisfied that
Belphar has the necessary financial resources available to satisfy
full acceptance of the Offer. Full acceptance of the Offer, would
require a maximum cash payment of approximately GBP16.4 million by
Belphar which will be funded by way of a loan being made available
to it by Mr Shakhidi in respect of the Offer.
9. Pan Share Option Schemes
There are currently no options outstanding under any
incentivisation scheme run by the Pan Group or, save for the
abovementioned Warrants and the CLNs, any other outstanding rights
to acquire Pan Shares, and therefore no proposals regarding the
effect of the Offer need to be made to participants in any such
scheme or otherwise. The Gee Settlement Agreement will, upon the
Offer becoming or being declared wholly unconditional, terminate
Trans Atlantic's right to receive Pan Shares.
10. Cancellation of admission to trading on AIM, compulsory acquisition and re-registration
If the Offer becomes or is declared unconditional in all
respects, and Belphar has, by virtue of its shareholding and/or
acceptances of the Offer, acquired or agreed to acquire Pan Shares
carrying at least 75 per cent. of the voting rights attaching to
the ordinary share capital of Pan, Belphar intends to procure that
Pan will make an application for the cancellation of admission of
Pan Shares to trading on AIM.
Belphar also confirms that it is its current intention, if the
Offer becomes or is declared unconditional with Belphar holding
less than 75 per cent. of such voting rights, in the short to
medium term, to procure that Pan seeks Pan Shareholders' consent to
make an application for the cancellation of admission to trading of
Pan Shares on AIM. It is anticipated that the cancellation of
admission to trading of Pan Shares on AIM will take effect no
earlier than 20 Business Days following the making of such
announcement and notifying the London Stock Exchange of such
cancellation date.
The cancellation of the admission to trading of Pan Shares on
AIM would significantly reduce the liquidity and marketability of
any Pan Shares in respect of which the Offer has not been accepted
at that time.
If Belphar receives acceptances under the Offer in respect of,
or otherwise acquires, 90 per cent. or more of the Pan Shares to
which the Offer relates and 90 per cent. or more of the voting
rights carried by the Pan Shares to which the Offer relates,
Belphar will exercise its rights pursuant to the provisions of Part
28 of the Companies Act 2006 to acquire compulsorily the remaining
Pan Shares in respect of which the Offer has not been accepted on
the same terms as the Offer.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects and admission to trading on
AIM of Pan Shares having been cancelled, Pan will be re-registered
as a private company under the relevant provisions of the Companies
Act 2006.
11. Offer Document
The Offer will be subject to the Conditions and certain further
terms set out or referred to in Appendix I to this announcement,
and subject to the further terms to be set out in full in the Offer
Document together with, for Pan Shares held in certificated form,
the Form of Acceptance, when issued.
It is expected that the Offer Document and the Form of
Acceptance will be published as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of the
date of this announcement. The Offer Document will be made
available to all Pan Shareholders, other than to Overseas Pan
Shareholders, at no charge to them on Belphar's website at
www.belphar.com.
A copy of this announcement, together with the irrevocable
undertakings referred to above, will be made available at
www.belphar.com by no later than 12 noon on 22 May 2014 until the
Offer closes.
The Offer Document will contain important information on the
Offer and on how Pan Shareholders may accept it and, accordingly,
all Pan Shareholders are urged to read the Offer Document and (in
the case of Pan Shareholders holding Pan Shares in certificated
form) the accompanying Form of Acceptance when published and/or
received.
12. Overseas Pan Shareholders
Overseas Pan Shareholders should inform themselves about and
observe any applicable legal or regulatory requirements. If they
are in any doubt about their position, they should consult their
own professional adviser in the relevant territory.
The availability of the Offer to persons not resident in, and
not citizens of, the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in, or not citizens
of, the United Kingdom should inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdictions. Overseas Pan Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
Further details in relation to Overseas Pan Shareholders will be
contained in the Offer Document.
13. Opening Position Disclosure
Belphar confirms that it is making on the date of this
announcement an Opening Position Disclosure, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code.
15. General
This announcement does not constitute an offer or an invitation
to purchase or sell any securities.
The Conditions and certain further terms of the Offer are set
out in Appendix I to this announcement. Appendix II contains the
sources of information and bases of calculations used in this
announcement. Appendix III contains details of the irrevocable
undertakings received by Belphar. Certain definitions apply
throughout this announcement and your attention is drawn to
Appendix IV at the end of this announcement where these definitions
are set out in full.
16. Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Pan's and Belphar's websites at
www.peterminals.com and www.belphar.com respectively by no later
than 12 noon (London time) on 22 May 2014 until the end of the
Offer:
-- the irrevocable undertakings referred to in section 4 above
and summarised in Appendix III to this announcement.
Enquiries:
Belphar Ltd Tel: +44 (0) 20 3131
Khofiz Shakhidi 0046
Strand Hanson Limited - Financial Adviser Tel: +44 (0) 20 7409
to Belphar 3494
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR to Belphar Tel: +44 (0) 20 7861
Mark Antelme 3232
Henry Lerwill
Pan European Terminals plc Tel: +44 (0) 20 3145
Simon Escott, Chief Executive Officer and 1908
Interim Executive Chairman Mob: +44 (0)7920
095 800
finnCap Ltd - Joint Financial Adviser to Tel: +44 (0) 20 7220
Pan 0500
Stuart Andrews
Christopher Raggett
Westhouse Securities Ltd - Joint Financial Tel: +44 (0) 20 7601
Adviser, Nominated Adviser and Broker to 6100
Pan
Richard Johnson
Antonio Bossi
Leander - Financial PR to Pan Tel: +44 (0)7795
Christian Taylor-Wilkinson 168 157
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Belphar and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Belphar for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
financial adviser to Pan and no-one else in connection with the
Offer and other matters described in this announcement, and will
not be responsible to anyone other than Pan for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein.
Westhouse Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as joint financial adviser to Pan and no-one else in connection
with the Offer and other matters described in this announcement,
and will not be responsible to anyone other than Pan for providing
the protections afforded to clients of Westhouse Securities Limited
or for providing advice in relation to the Offer, the contents of
this announcement or any other matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Equiniti Limited during business hours on 0871 384 2809
or, if calling from outside the UK, on +44 121 415 0089 or by
submitting a request in writing to Equiniti Limited, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
It is important that you note that unless you make a request, a
hard copy of this announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS
AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. 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. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Cautionary Note Regarding Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Belphar and Pan may
contain certain statements that are or may be deemed to be forward
looking with respect to the financial condition, results of
operation(s) and business of Pan and certain plans and objectives
of the Pan Board and the Belphar Director with respect thereto.
These forward looking statements can be identified by the fact that
they are prospective in nature and do not relate to historical or
current facts. Forward looking statements often, but not always,
use words such as "anticipate", "target", "expect", "estimate",
"budget", "scheduled", "forecasts", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of a similar meaning. These estimates are based on assumptions and
assessments made by the Pan Board and/or the Belphar Director in
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. 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 service of
this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement
since such date. 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 and the
factors described in the context of such forward looking statements
in this announcement could cause actual results or developments to
differ materially from those expressed or implied by such forward
looking statements. Although Pan and Belphar believe that the
expectations reflected in such forward looking statements are
reasonable, neither Belphar nor Pan, nor any of their respective
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 (including under the AIM
Rules and the Disclosure and Transparency Rules of the FCA),
neither Belphar nor Pan is under any obligation, and Belphar and
Pan 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. Pan and Belphar therefore
caution you not to place undue reliance on these forward looking
statements which speak only as at the date of this
announcement.
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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, 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 p.m. (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 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 consult 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 Pan Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Pan Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Pan may be provided to Belphar during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.12(c).
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Pan confirms that, as
at the date of this announcement, it has 106,325,110 ordinary
shares of 1 penny each in issue and admitted to trading on AIM
under the ISIN reference GB00B12V3082. Pan also has in issue
408,163 unlisted, transferable warrants to subscribe for Pan
Shares, exercisable at 24.5 pence per Pan Share between 17 November
2011 and 17 November 2016.
In addition, Dan-Balt Terminals Limited, a wholly-owned
subsidiary of Pan, has issued the following loan notes, convertible
into Pan Shares (subject, inter alia, to approval by greater than
75% of Pan Shareholders voting at a Pan general meeting), admitted
to the Channel Islands Stock Exchange:
-- GBP8,500,000 10% Secured Convertible Fixed Rate Loan Notes of
GBP1 each, repayable on 19 November 2015 and convertible into a
maximum of 38,636,363 Pan Shares at 22 pence per share; and
-- GBP350,000 10% Guaranteed Convertible Fixed Rate Loan Notes,
repayable on 26 April 2016 and convertible into a maximum of
1,590,909 Pan Shares at 22 pence per share,
in each case, subject to Pan obtaining such authorities and
approvals from shareholders as are required for its Directors to
authorise the issue of such Pan Shares on conversion free of
statutory pre-emption rights.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on the websites of Pan at
www.peterminals.com and Belphar at www.belphar.com by no later than
12 noon (London time) on 22 May 2014. For the avoidance of doubt,
the content of these websites is not incorporated by reference and
does not form part of this announcement.
APPENDIX I
Conditions and Certain Further Terms of the Offer
Conditions of the Offer
The Offer will be subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on the first closing date of
the Offer (or such later time(s) and/or date(s) as Belphar may,
with the consent of the Panel or in accordance with the Code,
decide) in respect of not less than 90 per cent. (or such lower
percentage as Belphar may decide) (1) in nominal value of Pan
Shares to which the Offer relates, and (2) of the voting rights
attached to those shares, provided that this condition shall not be
satisfied unless Belphar and/or any of its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Pan Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Pan. For the purposes of this
condition:
(i) shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry on being entered into the
register of members of Pan; and
(ii) the expression "Pan Shares to which the Offer relates"
shall be construed in accordance with Part 28 of the Companies Act
2006;
(b) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, professional association,
institution, employee representative body, or any other body or
person whatsoever in any jurisdiction (each a "Third Party" and all
collectively "Third Parties") having decided or given notice of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken, or otherwise having done anything,
or having enacted, made or proposed and there not continuing to be
outstanding any statute, regulation, decision or order which would
or might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or
proposed acquisition of control of Pan, by Belphar, void, illegal
and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit,
challenge, delay, hinder or otherwise interfere with the same in
each case to an extent which is material in the context of the
Wider Pan Group, or impose material additional conditions or
obligations with respect thereto, or otherwise materially challenge
or require material amendment to the terms of the Offer;
(ii) require, prevent or materially delay the divestiture, or
alter the terms envisaged for any proposed divestiture, by Belphar
or by any member of the Wider Pan Group of all or any portion of
their respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct their
respective businesses (or any part of them) or to own or manage
their respective assets or properties or any part of them to an
extent in any such case which is material in the context of Belphar
or the Wider Pan Group, as the case may be, taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of Belphar, directly or indirectly, to
acquire or to hold or to exercise effectively all or any rights of
ownership in respect of shares, loans or other securities (or the
equivalent) in any member of the Wider Pan Group or to exercise
management control over any such member to an extent which is
material in the context of Belphar or the Wider Pan Group, as the
case may be, taken as a whole;
(iv) save as pursuant to Chapter 3 of Part 28 of the Companies
Act 2006 and to an extent which is material, require Belphar or any
member of the Wider Pan Group to acquire, or offer to acquire, any
shares or other securities (or the equivalent) owned by any third
party in, or any asset owned by, any member of the Wider Pan
Group;
(v) result in a material delay in the ability of Belphar, or
render it unable to a material extent, to acquire some or all of
the Pan Shares or require a divestiture by Belphar of any shares or
other securities (or the equivalent) in Pan;
(vi) materially limit the ability of any member of the Wider Pan
Group to co-ordinate or integrate its business, or any part of it,
with the business or any part of the business of Belphar or any
other member of the Wider Pan Group;
(vii) result in any material member of the Wider Pan Group or
Belphar ceasing to be able to carry on business under any name
which it presently does so; or
(viii) otherwise adversely affect the businesses, assets,
liabilities, profits or prospects of Belphar or any member of the
Wider Pan Group (including any action which would or might
adversely affect or prejudice any of the licences, authorisations,
exemptions or consents of Belphar or any member of the Wider Pan
Group), in a manner which is material in the context of Belphar or
the Wider Pan Group taken as a whole,
and all applicable waiting and other time periods during which
any such Third Party could decide to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference under the laws of any relevant jurisdiction or enact any
such statute, regulation, order or decision or take any steps
having expired, lapsed or been terminated;
(c) all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, certificates, exemptions,
permissions and approvals ("Authorisations") in any jurisdiction
reasonably deemed necessary or appropriate by Belphar for or in
respect of the Offer or the proposed acquisition of all or any Pan
Shares or other securities in, or control of, Pan by Belphar having
been obtained on terms and in a form reasonably satisfactory to
Belphar from all appropriate Third Parties or persons with whom any
member of the Wider Pan Group has entered into contractual
arrangements where the absence of such Authorisations would have a
materially adverse effect on Belphar or the Wider Pan Group taken
as a whole, as the case may be, and all such Authorisations,
together with all Authorisations necessary or appropriate to carry
on the business of any member of the Wider Pan Group where such
business is material in the context of the Wider Pan Group taken as
a whole remaining in full force and effect at the time at which the
Offer has been declared or has become unconditional in all respects
and there being no indication of any intention to revoke, withdraw,
suspend, restrict, withhold or modify or not to grant or review any
of the same where such revocation, withdrawal, suspension,
restriction, withholding, modification or failure to grant or
review would be material in the context of the Wider Pan Group or
Belphar, as the case may be, and all necessary statutory and
regulatory obligations in any jurisdiction having been complied
with by the Wider Pan Group;
(d) all necessary or appropriate filings or applications having
been made by the Wider Pan Group in connection with the Offer, and
all necessary or appropriate waiting periods (including extensions
thereof) in respect of the Offer or its implementation under any
applicable legislation or regulations in any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Offer or the acquisition by
Belphar of any shares or other securities in, or control of,
Pan;
(e) except as publicly announced to a Regulatory Information
Service by or on behalf of Pan prior to the date of this
announcement there being no provision of any agreement,
authorisation, arrangement, lease, licence, permit or other
instrument to which any member of the Wider Pan Group is a party or
by or to which any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Offer or the
proposed acquisition by Belphar of any shares or other securities
(or the equivalent) in Pan or because of a change in the control or
management of Pan or any member of the Wider Pan Group, which would
or is reasonably likely to result in, to an extent which would or
might reasonably be expected to be material in the context of the
Wider Pan Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any member of the Wider Pan
Group, being or becoming repayable or being capable of being
declared repayable immediately or prior to their or its stated
maturity date or repayment date or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn,
prohibited or inhibited or becoming capable of being withdrawn,
prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence,
permit or other instrument or the rights, liabilities, obligations
or interests of any member of the Wider Pan Group thereunder being
terminated or adversely modified or affected or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
(iii) any assets or interests of any member of the Wider Pan
Group being or falling to be disposed of or charged or ceasing to
be available to any such member or any right arising under which
any such asset or interest could be required to be disposed of or
charged otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any member of the Wider Pan Group,
or any such mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable or being
enforced;
(v) the rights, liabilities, obligations or interests of any
member of the Wider Pan Group in, or the business of any such
member with, any person, company, firm or body (or any agreements
relating to any such interest or business) being terminated, or
adversely modified or affected;
(vi) the value of any member of the Wider Pan Group or its
financial or trading position or profits or prospects being
prejudiced or adversely affected;
(vii) any member of the Wider Pan Group ceasing to be able to
carry on business under any name under which it presently does so;
or
(viii) the creation or assumption of any liability, actual or
contingent, by any member of the Wider Pan Group,
and no event having occurred, under any provision of any
agreement, authorisation, arrangement, lease, licence, permit or
other instrument to which any member of the Wider Pan Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, which would or would be reasonably
likely to result in any of the events referred to in sub-paragraph
(i) to (viii) of this condition;
(f) except as Disclosed, no member of the Wider Pan Group having since 31 December 2012:
(i) save as between Pan and wholly-owned subsidiaries of Pan,
issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue of additional
shares of any class or securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(ii) sold or transferred or agreed to sell or transfer any Pan Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Pan to Pan or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Offer (and save for transactions
between Pan and its wholly-owned subsidiaries or other than in the
ordinary course of business) implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares
or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case;
(v) (save for transactions between Pan and its wholly-owned
subsidiaries or other than in the ordinary course of business)
disposed of, or transferred, mortgaged or created any security
interest over any asset or any right, title or interest in any
asset or authorised, proposed or announced any intention to do
so;
(vi) (save as between Pan and its wholly-owned subsidiaries)
made or authorised or proposed or announced an intention to propose
any change in its loan capital;
(vii) (save as between transactions between Pan and its
wholly-owned subsidiaries) issued, authorised, proposed or
announced an intention to authorise or propose, the issue of or
made any change in or to the terms of any debentures or incurred or
increased any indebtedness other than in the ordinary course of
business;
(viii) (save for transactions between members of the Pan Group)
purchased, redeemed or repaid, or announced any proposal to
purchase, redeem or repay, any of its own shares or other
securities or reduced or made any other change to or proposed the
reduction or other change to any part of its share capital;
(ix) entered into, implemented, effected, varied, authorised,
proposed or announced its intention to enter into, any
reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business;
(x) entered into or varied or terminated or authorised, proposed
or announced its intention to enter into or vary any contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or is
reasonably likely to be restrictive on the business of the Wider
Pan Group or which involves or is reasonably likely to involve an
obligation of such a nature or magnitude or which is other than in
the ordinary course of business, in each case which is, or is
reasonably likely to be material in the context of the Wider Pan
Group;
(xi) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of, any contract, service agreement or arrangement with any
director or senior executive of any member of the Wider Pan
Group;
(xii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed
in the Wider Pan Group;
(xiii) save in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established for its directors, employees or their
dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined;
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made;
(xiv) agreed or consented to, any change to the trustees of any
pension scheme, including the appointment of a trust corporation,
to an extent in any such case which is material in the context of
the Wider Pan Group taken as a whole;
(xv) been unable, or admitted in writing that it is unable, to
pay its debts as they fall due or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease to carry on all or a substantial part
of its business which is material in the context of the Wider Pan
Group taken as a whole;
(xvi) (other than in respect of a member of the Wider Pan Group
which is dormant and was solvent at the relevant time) taken or
proposed any corporate action, or had any legal proceedings
threatened or instituted against it for its winding-up (voluntarily
or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, trustee or
similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
relevant jurisdiction having been taken or had any such person
appointed;
(xvii) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the
Wider Pan Group or Belphar and which is material in the context of
the Wider Pan Group taken as a whole other than to a nature and
extent which is normal in the context of the business
concerned;
(xviii) waived or compromised or settled any claim otherwise
than in the ordinary course of business which is material in the
context of the Wider Pan Group;
(xix) made any alteration to its memorandum or articles of
association or other constitutional documents which is material in
the context of the Offer;
(g) except as Disclosed since 31 December 2012:
(i) no adverse change or deterioration has occurred in the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider Pan
Group which is material in the context of the Offer or the Wider
Pan Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings or investigations having been threatened in
writing, announced, instituted or remaining outstanding by, against
or in respect of any member of the Wider Pan Group or to which any
member of the Wider Pan Group is or may become a party (whether as
a claimant, defendant or otherwise) and no enquiry or investigation
by any Third Party against or in respect of any member of the Wider
Pan Group having been commenced, announced or threatened in writing
by or against or remaining outstanding in respect of any member of
the Wider Pan Group in each case which might reasonably be expected
to have a material adverse effect on the Wider Pan Group taken as a
whole;
(iii) no contingent or other liability having arisen or become
apparent to Belphar which would or might reasonably be expected to
materially and adversely affect the Wider Pan Group taken as a
whole;
(iv) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Pan Group, which is necessary for the
proper carrying on of its business in the form carried on as at the
date of this announcement and the withdrawal, cancellation,
termination or modification of which is reasonably likely to
materially and adversely affect the Wider Pan Group taken as a
whole;
(h) except as Disclosed, Belphar not having discovered:
(i) that any financial, business or other information concerning
the Wider Pan Group publicly announced, is misleading, contains a
misrepresentation of any fact or omits to state a fact necessary to
make that information not misleading to a material extent in the
context of the Wider Pan Group taken as a whole;
(ii) that any present member of the Wider Pan Group or any
partnership, company or other entity in which any member of the
Wider Pan Group has a significant economic interest and which is
not a subsidiary undertaking of Pan, is subject to any liability,
contingent or otherwise, which is not disclosed in the annual
report and financial statements for Pan for the year ending 31
December 2012 and which is material in the context of the Wider Pan
Group taken as a whole; and
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Pan Group and which is material in the context of the
Wider Pan Group taken as a whole;
(i) Belphar not having discovered, except as Disclosed, that:
(i) any past or present member of the Wider Pan Group has not
complied with all applicable legislation, regulations or other
requirements of any jurisdiction with regard to the use, treatment,
storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to
environmental matters or that there has otherwise been a material
emission, discharge, disposal, spillage or leak of waste or
hazardous substance or any substance likely to impair the
environment or harm human health (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) which would, in any case, be reasonably likely to give rise
to any liability (whether actual or contingent) on the part of any
member of the Wider Pan Group and which is material in the context
of the Wider Pan Group taken as a whole;
(ii) there is or is reasonably likely to be any liability
(whether actual or contingent) on the part of any past or present
member of the Wider Pan Group to make good, repair, reinstate or
clean up any property of any description or other asset now or
previously owned, occupied or made use of by any past or present
member of the Wider Pan Group, under any environmental legislation,
regulation, notice, circular or order of any Third Party which is
material in the context of the Wider Pan Group taken as a whole;
or
(iii) circumstances exist (whether as a result of the Offer or
otherwise) which would be reasonably likely to lead to any Third
Party instituting (or whereby any member of the Wider Pan Group
would be reasonably likely to be required to institute) an
environmental audit or take any steps which would in any such case
be reasonably likely to result in any actual or contingent
liability on a member of the Wider Pan Group to improve or install
new plant or equipment or to make good, repair, reinstate or clean
up any property of any description or other asset now or previously
owned, occupied or made use of by any member of the Wider Pan
Group, which is material in the context of the Wider Pan Group
taken as a whole.
For the purposes of these Conditions, "Disclosed"
meansinformation disclosed (i) in the annual report and financial
statements of Pan for the year ended 31 December 2012, (ii) the
interim results of Pan for the six month period ending 30 June
2013, (iii) as publicly announced by Pan to a Regulatory
Information Service prior to the date of this announcement since 31
December 2012, or (iv) as otherwise fairly disclosed by or on
behalf of Pan to Belphar (or its advisers) prior to the date of
this announcement.
Certain further terms of the Offer
The Offer will be subject to certain further terms,
including:
(a) Pan Shares which will be acquired under the Offer will be
acquired by Belphar fully paid with full title guarantee and free
from all liens, charges, encumbrances, equitable interests,
pre-emption rights and other third party interests and rights of
any nature whatsoever and together with all rights now or hereafter
attaching to them, including, without limitation, the right to
receive and retain all dividends and other distributions (if any)
declared, paid or made after the date of this announcement;
(b) if the Offer lapses it will cease to be capable of further
acceptance. Pan Shareholders who have accepted the Offer and
Belphar shall then cease to be bound by acceptances delivered on or
before the date on which the Offer lapses;
(c) the Offer will lapse if there is a Phase 2 CMA reference, or
the European Commission either initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent
authority of the United Kingdom under Article 9(1) of the
Regulation and there is then a Phase 2 CMA reference before 1.00
p.m. on the first closing date or the date on which the Offer
becomes unconditional as to acceptances, whichever is later;
(d) the availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements;
(e) this Offer is being governed by English law and is subject
to the Conditions and certain further terms set out or referred to
in this Appendix I and is also subject to the further terms to be
set out in full in the Offer Document together with, for Pan Shares
held in certificated form (that is, not in CREST), the Form of
Acceptance and such further terms as may be required to comply with
the Code and other applicable law. The Offer will comply with the
applicable rules and regulations of the Financial Conduct
Authority, the London Stock Exchange and the Code; and
(f) unless otherwise determined by Belphar and permitted by
applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into a Restricted Jurisdiction, or by
use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, any Restricted
Jurisdiction and the Offer is not capable of acceptance by any such
use, means, instrumentality or facility or from within, any
Restricted Jurisdiction.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
In this announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
(a) financial information relating to the Pan Group has been
extracted or derived (without material adjustment) from the audited
consolidated annual report and financial statements of Pan for the
financial year ended 31 December 2012 and the unaudited
consolidated interim financial statements for the six month period
ended 30 June 2013. Other information relating to Pan has been
extracted or derived from the Company's Regulatory News Service
(RNS) announcements and website (www.peterminals.com);
(b) information relating to Belphar has been provided by the Belphar Director;
(c) the value attributed to Pan's existing issued share capital
is based on the Offer Price and the number of Pan Shares currently
in issue referred to in paragraph (f) below;
(d) the percentage holdings in the issued or diluted share
capital of Pan are calculated on the basis of the number of shares
held by a shareholder and the number of Pan Shares currently in
issue referred to in paragraph (f) below and, if dilutive shares
are applicable, the additional potentially dilutive shares,
referred to in paragraph (g) below as appropriate;
(e) the average daily traded value for any period is calculated
by reference to FactSet Research Systems Inc., ("FactSet") daily
VWAP and volume data for the period concerned;
(f) as at the date of this announcement, there are 106,325,110
Pan Shares in issue. The ISIN reference for Pan Shares is
GB00B12V3082;
(g) Pan has in issue instruments which if exercised or converted
would give rise to a total of 40,635,435 additional dilutive
shares. The CLNs would potentially convert into 40,227,272
potentially dilutive shares, which would result from the conversion
of the 8,500,000 and the 350,000 GBP1 CLNs, currently held by
Belphar, at their 22 pence conversion price. In addition, Belphar
owns 408,163 Warrants which, if exercised, would result in the
issue of 408,163 Pan Shares;
(h) all share prices for Pan Shares are closing middle market
quotations derived from the AIM appendix of the Daily Official List
for the particular dates concerned;
(i) the maximum cash consideration payable under the Offer is
based on the Offer Price and calculated on the basis of the number
of Pan Shares which are currently subject to the Offer and not
already owned by Belphar, being 74,533,903 Pan Shares; and
(j) the premium calculations are based on the Offer Price of 22
pence per Pan Share and have been calculated with reference to:
a. The closing middle market price of 15.00 pence per Pan Share
on 20 May 2014, the last Business Day prior to the date of this
announcement; and
b. The VWAP per Pan Share of 16.02 pence over the three month
period up to and including 20 May 2014, derived from FactSet daily
VWAP and volume data.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Part A: Pan Directors, Company Secretary and their connected
persons
The following Pan Director and Company Secretary of Pan have
given irrevocable undertakings to accept or procure acceptance of
the Offer in respect of their beneficial holdings of issued Pan
Shares:
Name Number of Pan Shares Percentage of issued
share capital
Simon Leigh Escott 4,926,500 4.63%
James Mark Colin
Gilchrist 2,775,000 2.61%
Mr Escott's irrevocable undertaking will remain binding in the
event that a third party makes a competing offer and will only
cease to be binding in the event that the Offer Document is not
published within five Business Days of the date of this
announcement or if the Offer lapses or is otherwise withdrawn.
Mr Gilchrist's irrevocable undertaking will remain binding in
the event of a competing offer being made unless the value of such
competing offer is 25 pence or more (where such competing offer has
been announced as a firm intention to make an offer in accordance
with Rule 2.7 of the Code) or if the Offer Document is not
published within 28 days of the date of this announcement or the
Offer lapses or is otherwise withdrawn.
Part B: Institutional Pan Shareholders
The following institutional Pan Shareholders have given
irrevocable undertakings to accept or procure acceptance of the
Offer in respect of their beneficial holdings of Pan Shares:
Name of Pan Shareholder Number of Pan Shares Percentage of issued
share capital
Utilico Emerging Markets
Limited 17,030,464 16.02%
Hawkwood Capital LLP 7,200,546 6.77%
WorldOver Capital LLP 5,140,167 4.83%
Hurley Investment Holdings
Limited* 5,032,863 4.73%
* - as nominee for K&S Baltic Offshore (Cyprus) Limited.
These undertakings will remain binding in the event of a
competing offer being made unless the value of such competing offer
is 25 pence or more (where such competing offer has been announced
as a firm intention to make an offer in accordance with Rule 2.7 of
the Code) or if the Offer Document is not published within 28 days
of the date of this announcement or the Offer lapses or is
otherwise withdrawn.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"AIM" the AIM Market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies as published
by the London Stock exchange (as amended
from time to time);
"Belphar" Belphar Ltd, a British Virgin Islands incorporated
limited liability company with registered
number 1793423 whose registered office
is 333 Waterfront Drive, P.O. Box 3175,
Road Town, Tortola, British Virgin Islands;
"Belphar Director" Mr Khofiz Shakhidi, the sole director of
Belphar;
"Belphar Group" Belphar and any subsidiary, subsidiary
undertakings or associated undertakings
or any joint venture, partnership, firm
or company in which any of them (aggregating
their interests) have an interest of more
than 20 per cent. of the voting or equity
capital (or the equivalent);
"Business Day" any day not being a Saturday, Sunday or
public holiday, on which banks are normally
open for business in the City of London;
"certificated" or "in a share or other security which is not
certificated form" in uncertificated form (that is, not in
CREST);
"CIS" the Commonwealth of Independent States,
a regional organisation whose participating
countries are former Soviet Republics,
formed during the breakup of the Soviet
Union;
"Closing Price" the middle-market quotation of a Pan Share
at the close of business on the day to
which such price relates, as derived from
the AIM appendix to the Daily Official
List;
"Code" the City Code on Takeovers and Mergers
issued by the Panel, and references to
a "Rule" shall be to the rules of the Code;
"Companies Act 2006" the UK Companies Act 2006 (as amended from
time to time);
"Conditions" the conditions of the Offer as set out
or referred to in Appendix I to this announcement;
"Convertible Loan Notes" the GBP8,500,000 10% Secured Convertible
or "CLNs" Fixed Rate Loan Notes of GBP1 each, repayable
on 19 November 2015 and convertible into
a maximum of 38,636,363 Pan Shares at 22
pence per Share (the "2015 Convertible
Loan Notes") and the GBP350,000 10% Guaranteed
Convertible Fixed Rate Loan Notes, repayable
on 26 April 2016 and convertible into a
maximum of 1,590,909 Pan Shares at 22 pence
per Share (the "2016 Convertible Loan Notes"),
in each case, subject to Pan obtaining
such authorities and approvals from its
shareholders as are required for the Pan
Directors to authorise the issue of such
Shares on conversion free of statutory
pre-emption rights, as acquired by Belphar
pursuant to certain sale and purchase agreements,
summaries of which will be set out in the
Offer Document;
"CREST" the relevant system (as defined in the
Regulations) in respect of which Euroclear
is the Operator (as defined in the Regulations);
"Daily Official List" the Daily Official List published by the
London Stock Exchange;
"Dan-Balt" Dan-Balt Terminals Limited, a 100% subsidiary
of Pan;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
Code;
"Euroclear" Euroclear UK & Ireland Limited;
"Financial Conduct Authority" the Financial Conduct Authority (formerly
or "FCA" the Financial Services Authority) in its
capacity as the competent authority for
the purposes of Part VI of FSMA, including
its successor(s) from time to time;
"finnCap" finnCap Ltd, the joint financial adviser
to Pan;
"Form of Acceptance" the form of acceptance and authority relating
to the Offer which (in the case of Pan
Shareholders who hold their Pan Shares
in certificated form) will accompany the
Offer Document;
"FSMA" the Financial Services and Markets Act
2000 (as amended from time to time);
"FSU" the Former Soviet Union;
"Gee Consultancy Agreement" the consultancy agreement dated 21 January
2008 between Pan and Trans Atlantic, providing
for the services of Peter Gee;
"Gee Settlement Agreement" the settlement agreement dated 20 May 2014
between Pan, Trans Atlantic and Peter Gee;
"London Stock Exchange" London Stock Exchange plc, a public company
incorporated in England and Wales under
number 2075721, together with any successors
thereto;
"Offer" the recommended all cash offer being made
by Belphar at the Offer Price to acquire
the entire issued and to be issued share
capital of the Company not already owned
by Belphar on the terms and subject to
the Conditions which will be set out in
the Offer Document and (where applicable)
the Form of Acceptance and including, where
the context so requires, any subsequent
revision, variation, extension or renewal
of, or election available under, such offer;
"Offer Document" the formal document setting out the full
terms and conditions of the Offer to be
posted to Pan Shareholders (other than
certain Overseas Pan Shareholders) shortly;
"Offer Period" the period beginning on and including 21
May 2014 and ending in accordance with
the rules of the Code;
"Offer Price" 22 pence in cash per Pan Share;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the
Code;
"OTC" over-the-counter or off-exchange trading
conducted directly between two parties
without any supervision of an exchange;
"Overseas Pan Shareholders" Pan Shareholders who are resident in, or
nationals or citizens of, jurisdictions
outside the UK or who are nominees of,
or custodians, or trustees for, Pan Shareholders
who are citizens, residents or nationals
of countries other than the UK;
"Pan" or the "Company" Pan, a company incorporated in England
and Wales with registered number 5752493,
and whose registered office is 1-6 Yarmouth
Place, London W1J 7BU, United Kingdom;
"Pan Directors" or "Pan the board of directors of Pan;
Board"
"Pan Group" Pan and its subsidiary undertakings from
time to time;
"Pan Shareholders" registered holders of Pan Shares from time
to time;
"Pan Shares" the existing unconditionally allotted or
issued and fully paid (or credited as fully
paid) ordinary shares of 1 penny each in
the capital of Pan (other than any shares
which are Treasury Shares) and any further
such shares which are unconditionally allotted
or issued fully paid (or credited as fully
paid), in each case prior to the time at
which the Offer ceases to be open for acceptance
(or, subject to the provisions of the Code,
such earlier time and/or date, as Belphar
may, with the Panel's consent or in accordance
with the Code, decide) not being earlier
than the date on which the Offer becomes
or is declared unconditional as to acceptances;
"Panel" the Panel on Takeovers and Mergers;
"Phase 2 CMA reference" a reference of an offer to the chair of
the Competition and Markets Authority for
the constitution of a group under Schedule
4 of the Enterprise and Regulatory Reform
Act 2013;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as amended from
time to time);
"Regulatory Information any information service authorised from
Service" time to time by the FCA for the purpose
of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure for Belphar
or Pan if information or documentation
concerning the Offer is sent or made available
to Pan Shareholders in that jurisdiction;
"Strand Hanson" Strand Hanson Limited, the financial adviser
to Belphar;
"subsidiary", "subsidiary have the meanings given thereto by sections
undertaking" and "undertaking" 1159, 1161 and 1162 of the Companies Act
2006;
"Trans Atlantic" Trans Atlantic Energy Limited;
"Treasury Shares" Pan Shares held as treasury shares as defined
in section 724(5) of the Companies Act
2006;
"uncertificated" or "in recorded on the relevant register of the
uncertificated form" share or security concerned as being held
in uncertificated form and title to which
may, by virtue of the Regulations, be transferred
by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all areas subject to its jurisdiction
or any political sub-division thereof;
"VWAP" volume weighted average price;
"Warrants" 408,163 warrants to subscribe for 408,163
Pan Shares, exercisable at 24.5 pence per
Pan Share between 17 November 2011 and
17 November 2016, purchased by Belphar
from Hepworth Technologies S.A. on 22 October
2013;
"Westhouse Securities" Westhouse Securities Limited, the joint
financial adviser, nominated adviser and
broker to Pan; and
"Wider Pan Group" Pan and the subsidiaries and subsidiary
undertakings of Pan (including any joint
venture, partnership, firm or company in
which any member of the Pan Group has a
significant interest or any undertaking
in which Pan and such undertakings (aggregating
their interests) have a significant interest).
In this announcement:
-- all references to "pounds", "GBP","pence" or "p" are to the
lawful currency of the United Kingdom;
-- the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or
neutral gender; and
-- all references to legislation are to English legislation
unless the contrary is indicated, and any reference to any
provision of any legislation includes any amendment, modification,
re-enactment or extension thereof.
All times referred to are London time unless otherwise
stated.
END
This information is provided by RNS
The company news service from the London Stock Exchange
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