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RNS Number : 9225Z
Stafford Capital Partners Limited
06 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
6 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")
Extension of the Offer
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
"Second Closing Date").
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.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date, which will be 1.00 p.m.
(London Time) on 13 September 2018.
Should there be any further extension of the Offer, this will be
publicly announced by 8.00 a.m. (London Time) on the Business Day
following the day on which the Offer is otherwise due to expire, or
such later time as the Panel may agree.
Phaunos Shareholders who have not yet accepted the Offer and who
wish to do so should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out below
and in the Offer Document.
Procedures for acceptance of the Offer
To accept the Offer in respect of Phaunos Shares held in
certificated form (that is, not in CREST), you should complete and
return the Form of Acceptance so as to be received by no later than
1.00 p.m. (London time) on 13 September 2018 in accordance with the
procedure set out in the Form of Acceptance and Section C of Part
II of the Offer Document.
To accept the Offer in respect of Phaunos Shares held in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs by no later than 1.00 p.m. (London time) on 13
September 2018 in accordance with the procedure set out in Section
D of Part II of the Offer Document. If you are a CREST-sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction(s) to
Euroclear.
The Offer Document and a specimen Form of Acceptance are
available on Stafford's website at www.staffordcp.com.
Further copies of the Offer Document and the Form of Acceptance
may be obtained 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). Lines are open 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (excluding UK public holidays).
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. If
requested, copies will be provided, free of charge, within two
business days of the request.
Level of acceptances
As at 1.00 p.m. (London time) on 5 September 2018, being the
Second Closing Date, Stafford Bidco had received valid acceptances
in respect of a total of 70,979,039 Phaunos Shares, representing,
in aggregate, approximately 14.24 per cent. of the issued share
capital of Phaunos, which Stafford Bidco may count towards the
satisfaction of the Acceptance Condition. So far as Stafford Bidco
is aware, of these acceptances, acceptances have been received in
respect of a total of 23,223 Phaunos Shares, representing less than
0.1 per cent. of the issued share capital of Phaunos, from persons
acting in concert with Stafford Bidco.
This figure does not include the 758,234 Phaunos Shares,
representing approximately 0.15 per cent. of the issued share
capital of Phaunos, held by Stafford, which will also count towards
the satisfaction of the Acceptance Condition.
Therefore, the total number of Phaunos Shares which Stafford
Bidco may count towards the satisfaction of the Acceptance
Condition is 71,737,273 Phaunos Shares, representing, in aggregate,
approximately 14.39 per cent. of the issued share capital of
Phaunos.
The percentages of Phaunos Shares referred to in this
announcement are based upon the figure of 498,360,117 Phaunos
Shares in issue as at 10 August 2018 as published by Phaunos on 14
August 2018.
Interests in relevant securities
As at the close of business on 5 September 2018 (the latest
practicable date prior to the publication of this announcement),
the following persons acting in concert with Stafford Bidco had an
interest in, a right to subscribe in respect of, or a short
position in relation to certain Phaunos relevant securities. The
nature of the interests or rights concerned and number of Phaunos
relevant securities to which these apply are listed below.
Name Nature of interest Number of Phaunos
or rights concerned Shares
Stafford Capital Partners
Limited Beneficial Owner 758,234
---------------------- ------------------
Stephen Westwood(1) Beneficial Owner 23,223
---------------------- ------------------
______________________________________________________________________________
(1) Stephen Westwood is a director of CES Investments Limited
which is an authorised representative of Lancea LLP, the financial
adviser to Stafford and Stafford Bidco in connection with the
Offer
Save as disclosed above, as at the close of business of 5
September 2018 (the latest practicable date prior to the
publication of this announcement), none of Stafford Bidco or
Stafford, nor any of the Stafford Bidco Directors or the Stafford
Directors (including, in each case, members of their immediate
families, close relatives and related trusts), nor any person
acting, or deemed to be acting, in concert with Stafford Bidco or
Stafford (within the meaning of the Code) had:
(a) any interest in, or right to subscribe for, relevant Phaunos securities;
(b) any short position in respect of relevant Phaunos securities
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of, relevant securities
of Phaunos;
(c) procured an irrevocable commitment to accept the terms of
the Offer in respect of relevant Phaunos securities; or
(d) borrowed or lent any relevant securities of Phaunos
(including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Code) save for any borrowed relevant securities which have been
either on-lent or sold.
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 7 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
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