TIDMPAN
RNS Number : 1338I
Belphar Limited
27 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.
27 May 2014
RECOMMENDED CASH OFFER
FOR
PAN EUROPEAN TERMINALS PLC
BY
BELPHAR LTD
POSTING OF OFFER DOCUMENT
On 21 May 2014, Belphar Ltd ("Belphar") and Pan European
Terminals plc ("Pan" or the "Company") announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Belphar for the entire issued and to be issued share
capital of Pan not already owned by Belphar (the "Offer").
Belphar announces that the Offer Document containing the full
terms of, and Conditions to, the Offer, has today been posted to
Pan Shareholders, together (where applicable) with the related Form
of Acceptance (in respect of Pan shares held in certificated
form).
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 17 June 2014.
Full details of the procedure for accepting the Offer are set
out in the letter from Belphar to Pan Shareholders in Part II of
the Offer Document and are summarised below.
To accept the Offer in respect of Pan Shares held in
certificated form (that is, not in CREST), Pan Shareholders must
complete the Form of Acceptance in accordance with the instructions
printed on it and in paragraph 13.1 of the letter from Belphar to
Pan Shareholders set out in Part II of the Offer Document, and
return it (along with any appropriate share certificate(s) and/or
other document(s) of title) using the accompanying reply-paid
envelope (for use within the UK only) as soon as possible and, in
any event, so as to be received by Equiniti Limited by 1.00 p.m.
(London time) on 17 June 2014. Additional Forms of Acceptance can
be obtained by contacting Equiniti Limited on telephone number 0871
384 2809 (or, if telephoning from outside the UK, on telephone
number +44 121 415 0089).
To accept the Offer in respect of Pan Shares held in
uncertificated form (that is, in CREST), Pan Shareholders should
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in paragraph 13.2 of the
letter from Belphar to Pan Shareholders set out in Part II of the
Offer Document so that a TTE Instruction settles as soon as
possible and, in any event, no later than 1.00 p.m. (London time)
on 17 June 2014. If Pan Shareholders hold their Pan Shares as a
CREST sponsored member, they should refer to their CREST sponsor as
only their CREST sponsor will be able to send the necessary TTE
instruction to CREST.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
In accordance with Rule 30.4 of the Code, a copy of this
announcement, the Offer Document and the Form of Acceptance will be
made available, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on the websites of Pan at
www.peterminals.com and Belphar at www.belphar.com until the end of
the Offer Period (or, if later, the end of any competition
reference period). For the avoidance of doubt, the contents of the
websites referred to above are not incorporated into and do not
form part of this announcement.
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.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
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 IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS 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.
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.
The Offer is being 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
the Offer Document 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 is being 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 is 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 the Offer Document or
determined whether such document is accurate or complete. Any
representation to the contrary is a criminal offence
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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