TIDMPAN
RNS Number : 8681J
Belphar Limited
18 June 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.
18 June 2014
RECOMMENDED CASH OFFER
FOR
PAN EUROPEAN TERMINALS PLC
BY
BELPHAR LTD
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 27 May 2014, Belphar Ltd ("Belphar") made a recommended cash
offer to acquire the entire issued and to be issued ordinary share
capital of Pan European Terminals plc ("Pan" or the "Company") not
already owned by Belphar (the "Offer"). Under the terms of the
Offer, Pan Shareholders will receive, for each Pan Share held, 22
pence in cash. The document setting out the full terms of, and
Conditions to, the Offer (the "Offer Document") was posted to Pan
Shareholders on 27 May 2014.
Belphar announces that all the conditions of the Offer have now
been either satisfied or waived. Accordingly, the Offer is hereby
declared unconditional in all respects and will remain open for
acceptance until further notice. At least 14 days' notice will be
given if Belphar decides to close the Offer.
Level of acceptances
Belphar announces that as at 1.00 p.m. (London time) on Tuesday
17 June 2014, being the first closing date of the Offer, valid
acceptances of the Offer had been received in respect of 67,310,141
Pan Shares, representing approximately 63.31 per cent. of Pan's
existing issued share capital, which Belphar may count towards the
satisfaction of the acceptance condition of the Offer. So far as
Belphar is aware, none of these acceptances have been received from
persons acting, or deem to be acting, in concert with Belphar for
the purposes of the Offer.
Prior to the announcement of the Offer, Belphar had received an
irrevocable undertaking to accept (or procure acceptance of) the
Offer from Simon Escott, the only Pan Director who holds Pan
Shares. Belphar had also received irrevocable undertakings from
certain institutional Pan Shareholders, as well as Mark Gilchrist,
Pan's Company Secretary. Together, these irrevocable undertakings
related to, in aggregate, 42,105,540 Pan Shares, representing
approximately 39.60 per cent. of the existing issued ordinary share
capital of Pan. Valid acceptances have been received in respect of
all the Pan Shares which were the subject of such irrevocable
undertakings.
Prior to the announcement of the Offer, Belphar already owned
31,791,207 Pan Shares, representing approximately 29.90 per cent.
of Pan's existing issued ordinary share capital.
Accordingly, the total number of Pan Shares now held by Belphar,
together with those in respect of which valid acceptances of the
Offer have been received, is therefore 99,101,348 Pan Shares,
representing approximately 93.21 per cent. of Pan's existing issued
share capital.
In addition, Belphar owns GBP8.85 million principal amount of
convertible fixed rate loan notes due, (i) as to GBP8.5 million, on
19 November 2015 and (ii) as to GBP350,000, on 26 April 2016 (the
"CLNs"). Subject to Pan obtaining all necessary Pan Shareholders'
approvals, such loan notes could potentially be converted into, in
aggregate, 40,227,272 Pan Shares, representing approximately 27.45
per cent. of Pan's share capital, as enlarged by full conversion of
the CLNs. In addition, Belphar owns 408,163 warrants over Pan
Shares which are currently exercisable and, if fully exercised at
their exercise price of 24.5 pence per share, would convert into a
further 408,163 Pan Shares.
Save as disclosed in this announcement, neither Belphar nor the
Belphar Director nor any person acting, or deemed to be acting, in
concert with Belphar for the purposes of the Offer has any interest
in relevant securities of Pan or a right to subscribe for or any
short positions (whether conditional or absolute and whether in the
money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery in
respect of any relevant securities of Pan or has during the Offer
Period borrowed or lent any relevant securities of Pan.
Settlement of consideration
Settlement of the consideration to which any Pan Shareholder is
entitled under the Offer is expected to be dispatched (or credited
through CREST) to validly accepting Pan Shareholders (i) in the
case of acceptances received, complete in all respects, on or
before the date of this announcement, within 14 days of this
announcement; or (ii) in the case of acceptances received, complete
in all respects, after the date of this announcement but while the
Offer remains open for acceptance, within 14 days of such receipt,
and in either case in the manner described in paragraphs 14.1 or
14.2, as relevant, of the letter from Belphar to Pan Shareholders
set out in Part II of the Offer Document.
De-listing, cancellation of trading on AIM and compulsory
acquisition
Since Belphar has now received acceptances under the Offer in
respect of more than 90 per cent. of the Pan Shares to which the
Offer relates, Belphar intends to exercise its rights pursuant to
the provisions of Part 28 of the Companies Act 2006 (the "Act") to
acquire compulsorily the remaining Pan Shares, in respect of which
the Offer has not been accepted, on the same terms as the Offer and
will as soon as practicable post compulsory acquisition notices
pursuant to section 979 of the Act. A further announcement will be
made in relation to the despatch of compulsory acquisition notices
in due course.
Further, as stated in the Offer Document, since the Offer is now
wholly unconditional and Belphar holds or has received acceptances
in respect of Pan Shares carrying more than 75 per cent. of the
voting rights attaching to the ordinary share capital of Pan,
Belphar intends to take steps to procure, as soon as practicable,
the making of an application by Pan to the London Stock Exchange
for the cancellation of admission to trading of Pan Shares on AIM
and a further announcement will be made giving at least 20 Business
Days' notice prior to the anticipated cancellation of admission to
trading on AIM. It is also anticipated that, after the cancellation
of admission, Pan will be re-registered as a private company under
the relevant provisions of the Act. Pan Shareholders who have not
yet accepted the Offer should note that cancellation is likely to
reduce significantly the liquidity and marketability of Pan Shares
not acquired under the Offer. Once cancellation has taken effect,
Pan Shareholders will no longer be able to effect transactions in
Pan Shares on AIM.
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice.
Belphar will give not less than 14 days' notice in writing to Pan
Shareholders who have not accepted the Offer that the Offer will
remain open for such period before closing it.
Pan Shareholders who wish to accept the Offer, but who have not
yet done so, in respect of Pan Shares held in certificated form
(that is, not in CREST), should complete, sign, have witnessed (as
required) and return the Form of Acceptance together with the
relevant valid share certificate(s) or other documents of title, in
accordance with the instructions set out in the Offer Document and
on the Form of Acceptance, by post or by hand (during normal
business hours only) to Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as
possible.
Pan Shareholders who wish to accept the Offer, but who have not
yet done so, in respect of Pan Shares held in uncertificated form
(that is, in CREST), should read paragraph 13.2 of the letter from
Belphar to Pan Shareholders set out in Part II of the Offer
Document and Part D of Appendix I to the Offer Document and follow
the procedure for electronic acceptance through CREST set out
therein so that the TTE instruction settles as soon as
possible.
Pan Shareholders who hold their Pan Shares as a CREST sponsored
member should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE Instruction(s) to
Euroclear.
Copies of the Offer Document and additional Forms of Acceptance
are available from Equiniti Limited, Corporate Actions by
telephoning 0871 384 2809 or +44 121 415 0089 (if calling from
outside the UK) between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding UK public holidays). Calls to the 0871
384 2809 number cost 8 pence per minute (excluding VAT) plus
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls made from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the Offer nor
give any financial, legal or tax advice.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document dated 27
May 2014.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available free of charge, 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 by no later than 12.00 p.m. on 19 June
2014 (being the Business Day following the date of this
announcement). 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.
Pan Euro (LSE:PAN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Pan Euro (LSE:PAN)
Historical Stock Chart
From Jul 2023 to Jul 2024