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RNS Number : 6478Z
Stafford Capital Partners Limited
04 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 September 2018
All-Cash Offer
for
Phaunos Timber Fund Limited ("Phaunos")
by
Mahogany Bidco Limited ("Stafford Bidco")
a company ultimately controlled by
Stafford Capital Partners Limited ("Stafford")
Phaunos 2018 Annual General Meeting
Introduction
On 3 July 2018, Stafford Bidco, a company wholly-owned by
Stafford International Timberland Fund VIII and ultimately
controlled by Stafford, announced an all-cash offer for Phaunos by
Stafford Bidco, on behalf of Stafford International Timberland Fund
VIII, pursuant to which Stafford Bidco would acquire the entire
issued and to be issued share capital of Phaunos not already
directly or indirectly owned by it or its concert parties (the
"Offer"). On 22 August 2018, Stafford Bidco announced that it was
extending the offer until 1.00 p.m. on 5 September 2018.
The full terms and conditions of the Offer and the procedures
for acceptance were set out in the offer document posted to Phaunos
Shareholders on 31 July 2018 (the "Offer Document"). Unless
otherwise stated, defined terms used but not defined in this
announcement have the meanings set out in the Offer Document.
Phaunos Shareholders are reminded that the next closing date of
the Offer is 1.00 p.m. (London time) on 5 September 2018 at which
point, if Stafford Bidco has not received acceptances from Phaunos
Shareholders representing at least 90 per cent. in value of the
Phaunos Shares affected, Stafford Bidco will be entitled either to
lapse the Offer or to extend it to a new closing date.
Phaunos Annual General Meeting
On 3 August 2018, Phaunos announced that its next annual general
meeting (the "2018 AGM") would be held on 6 September 2018.
Stafford, in its capacity as a shareholder of Phaunos and the
ultimate controller of Stafford Bidco, considers the responses to
the following questions to be pertinent to Phaunos Shareholders'
views of the Asset Realisation Process and the Offer.
(A) General
1. Have the potential bidders in the Asset Realisation Process
been through more than one round of indicative offers? Have the
bidders already commenced their due diligence and what is the
deadline for binding offers?
2. In the Phaunos 2017 Annual Report, Ernst & Young LLP
("EY") stated that one of the judgements that Phaunos management
has made is the anticipation that "the realisation of the assets
will take between fourteen to twenty months from the date of this
report [30 April 2018], although there are material uncertainties
inherent in the disposal process which may result in this time
period being extended".
Have EY been consulted on the updated timetable for the Asset
Realisation Process given the statement by Phaunos in its defence
circular to the Offer (the "Defence Circular") that the Phaunos
Board "expects the sale of all the assets to complete within 6 to 9
months, which would cover the sale of assets comprising 92% of the
Portfolio Value"?
3. Do the Phaunos Directors intend to pay themselves an
incentive fee associated with the sale of assets in the Phaunos
portfolio in addition to their annual remuneration and their
additional fees charged at GBP300 per hour per Phaunos Director for
time spent which is in excess of their monthly minimum hours?
4. Has the OIO given the Phaunos Board written assurances that
it is able to process applications in the timeframe indicated by
the Phaunos Board in its Defence Circular?
5. When will Phaunos release its interim financial statements
for the period ended 30 June 2018 and will these statements
disclose the additional fees that the Phaunos Directors have
received over and above the quarterly fees and quarterly
supplementary fees that the Phaunos Directors receive?
(B) Matariki dispute
6. Is Phaunos able to enter into binding agreement(s) for the
sale of the Matariki Interest whilst the proceedings issued by
Rayonier Canterbury LLC ("Rayonier") in the Auckland High Court are
on-going?
7. Has the Phaunos Board received legal advice relating to the
expected duration of the proceedings issued by Rayonier?
8. In its announcement on 28 August 2018, the Phaunos Board
states that "Rayonier has also written to Phaunos purporting to
serve in accordance with the terms of the Shareholders Agreement an
Acquisition Notice on Phaunos in response to the alleged
breach".
What other rights or remedies may be available to Rayonier
pursuant to the shareholders agreement in relation to Matariki that
could impact on the timing of any proposed disposal of
Matariki?
9. If Rayonier were to be entitled to purchase the Matariki
Interest for NZD 225 million, it is estimated(1) that Phaunos'
Updated Break-Up NAV (as such term is used in the Defence Circular)
would fall from US$0.51 to US$0.43 per Phaunos Share and the
Updated Going Concern NAV (as such term is used in the Defence
Circular) would fall from US$0.58 to US$0.51 per Phaunos Share.
Would the Phaunos Board like to comment on this?
Phaunos Shareholders should also consider any response from the
Phaunos Board to these questions in the context of the Offer from
Stafford Bidco being conditional on the Matariki Interest not being
disposed of.
(C) Potential inaccuracy
10. In the Phaunos 2017 Annual Report, revenue from timber
operations for the year ended 31 December 2017 was shown as
US$6.535 million from Mata Mineira (note 4 to the accounts).
Stafford previously questioned whether this figure represents a
potentially significant inaccuracy relative to the actual revenues
for this period. Please could the Phaunos Board confirm that
revenue received from the timber operations of Mata Mineira did
indeed amount to US$6.535 million for the year ended 31 December
2017?
Offer Document
In addition, the following questions for the Phaunos Board which
were included in the Offer Document have not been specifically
addressed in the Defence Circular.
1. Will there be any cash distribution this year?
2. When will the Phaunos Board publish its estimates of the
general running costs and costs of the Asset Realisation Process
through to its completion, including:
Ø ongoing management and operational costs;
Ø audit, valuation, sales agents and other professional fees;
Ø directors' remuneration, including directors' fees, additional
consultancy fees and any other fees, costs or expenses payable to,
or incurred by, the Phaunos Board; and what these costs will be if
the Offer is accepted; and
Ø liquidators' fees?
3. What are the Phaunos Board's estimates of the retentions
required following the disposals under the Asset Realisation
Process and the future cash costs of maintaining those assets not
included in this process?
4. What are the Phaunos Board's estimates of the timing and
costs of the eventual liquidation of Phaunos?
Stafford continues to believe that, in order to be able to make
their own assessment of the realisation value of indicative offers
received pursuant to the Asset Realisation Process and the likely
timing of any subsequent returns of capital to Phaunos
Shareholders, Phaunos Shareholders need to receive satisfactory
responses to the questions outlined above.
Accordingly, Stafford looks forward to discussing these matters
with the Phaunos Board and other Phaunos Shareholders at the 2018
AGM.
(1) News update and research email from Numis Securities Limited
dated 29 August 2018
Enquiries:
Stafford +44 (0) 20 7535 4915
Stephen Addicott
Lancea LLP (Financial Adviser to Stafford and Stafford Bidco) +44 (0) 20 3301 8000
Peter Thickett
Important notice
Lancea LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Stafford and Stafford Bidco and for no one else in connection with
the Offer and will not be responsible to anyone other than Stafford
and Stafford Bidco for providing the protections afforded to its
clients or for providing advice in connection with the Offer.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of Phaunos in any
jurisdiction in contravention of applicable law. The Offer is being
made solely by means of the Offer Document and, in respect of
Phaunos Shares held in certificated form, the Form of Acceptance,
which contains the full terms and conditions of the Offer,
including details of how to accept the Offer. Any approval,
decision or other response to the Offer should be made only on the
basis of the information in the Offer Document and, in respect of
Phaunos Shares held in certificated form, the Form of Acceptance.
Phaunos Shareholders are strongly advised to read the formal
documentation in relation to the Offer and to consult their
independent professional adviser immediately regarding any
applicable tax consequences of the Offer.
Cautionary notes regarding forward-looking statements
This announcement, oral statements made regarding the Offer, and
other information published by Stafford contain statements which
are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Stafford about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include, among others, statements relating to the potential
exposure of Phaunos to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions.
Although Stafford believes that the expectations reflected in
such forward-looking statements are reasonable, Stafford can give
no assurance that such expectations will prove to be correct. 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. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. All forward-looking
statements contained in this announcement are expressly qualified
in their entirety by the cautionary notes contained or referred to
in this section, and you are cautioned not to place undue reliance
on these forward-looking statements.
Neither Stafford nor any of its 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, Stafford is under no obligation, and Stafford
expressly disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
No statement in this announcement is intended as a profit
forecast or profit estimate.
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any 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(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
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 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.
Rule 26 disclosure
In accordance with Rule 26 of the Code, a copy of this
announcement will be available at www.staffordcp.com by no later
than 12 noon (London time) on 5 September 2018.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Availability of hard copies
You may request a hard copy of this announcement by contacting
the Receiving Agent, Computershare, on 0370 707 1011 (from within
the UK) or on +44 370 707 1011 (if calling from outside the UK).
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. A hard copy of this announcement will not be sent
to you unless so requested.
Copies of this announcement, the Offer Document and any other
document relating to the Offer may not be mailed, distributed,
forwarded or otherwise transmitted or made available in, into or
from any jurisdiction where this would violate applicable law
(including by custodians, nominees and trustees).
Information relating to Phaunos Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Phaunos Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Phaunos may be provided to Stafford Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code as required to comply with Rule 2.11(c) of the
Code.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUGUWUBUPRPWW
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