Phaunos Timber Fund Limited Response to Stafford Final Offer (8945A)
September 17 2018 - 2:00AM
UK Regulatory
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RNS Number : 8945A
Phaunos Timber Fund Limited
17 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER
OFFER OR AN OFFER OF SECURITIES.
17 September 2018
Phaunos Timber Fund Limited ("Phaunos" or the "Company")
Response to Stafford Final Offer
The board of directors of Phaunos (the "Board") notes the
announcement made on 14 September 2018 by Stafford Capital Partners
Limited ("Stafford") regarding an increased and final firm cash
offer of US$0.52 per Phaunos share for the entire issued and to be
issued share capital of the Company (the "Final Offer").
As previously announced, the Board is currently assessing the
possible all-stock offer from CatchMark Timber Trust, Inc.
("CatchMark") for the entire issued and to be issued share capital
of the Company, at a price of US$0.57 per Phaunos share. The Board
will consider Stafford's Final Offer as part of this assessment and
a further announcement will be made in due course.
In the interim, Phaunos strongly encourages Shareholders to take
no action in relation to Stafford's Final Offer.
Enquiries:
Phaunos Timber Fund Limited
Richard Boléat (Chairman) +44 (0)1534 625522
Evercore Partners International LLP
(Financial Adviser)
Julian Oakley
Julien Baril +44 (0)20 7653 6000
Winterflood Investment Trusts (Corporate
Broker)
Joe Winkley
Neil Langford +44 (0)20 3100 0000
Rule 26.1 Disclosures
In accordance with Rule 26.1 of the UK Takeover Code, a copy of
this announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available on
Phaunos's website at
http://www.phaunostimber.com/offer-from-stafford/ by no later than
12 noon (London time) on the business day following the release of
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement. The person responsible for arranging for the
release of this announcement on behalf of Phaunos is JTC Fund
Solutions (Guernsey) (acting as Company Secretary).
Important Notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the UK Takeover Code, and
information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United
Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may be
restricted by laws of the relevant jurisdictions, and therefore
persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser for Phaunos
Timber Fund and no one else in connection with the Offer and other
matters set out in this announcement and will not regard any other
person as its client in relation to the Offer and other matters in
this announcement and will not be responsible to anyone other than
Phaunos Timber Fund for providing the protections afforded to
clients of Evercore, nor for providing advice in relation to the
Offer or any other matter referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract or in tort, under statute or
otherwise) to any person who is not a client of Evercore in
connection with the Offer, this announcement or any statement
contained herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts
any responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Phaunos Timber Fund or
the matters described in this announcement. To the fullest extent
permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this
announcement or any statement contained therein.
Winterflood Securities Limited ("Winterflood"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as corporate broker to Phaunos Timber
Fund and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Phaunos Timber Fund for providing
the protections afforded to clients of Winterflood, nor for
providing advice in relation to any matter referred to herein.
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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