TIDMPTF
RNS Number : 7851B
Stafford Capital Partners Limited
25 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
25 September 2018
LETTER TO PHAUNOS SHAREHOLDERS
Final opportunity to accept Stafford's all-cash offer of US$0.52
per share
Dear Shareholder,
As a fellow shareholder in Phaunos, Stafford is well aware of
the difficulties that Phaunos Shareholders have faced over the life
of the fund and after our appointment as investment manager in July
2014 we have worked diligently to reduce costs, lower indebtedness
and improve the portfolio's assets. We recognise the decision of
the majority of Phaunos Shareholders in 2017 to exit their position
in the fund and we are pleased to have presented an all-cash final
offer to acquire Phaunos at a price of US$0.52 per share.
Stafford's Final Offer
-- US$0.52 per Phaunos share payable in cash
-- Payment expected to be made by the end of October
The deadline for acceptance of the Final Offer is 1.00 p.m. on
Saturday 29 September.
The Final Offer represents a premium to Phaunos' prevailing
FX-adjusted net asset value per share of US$0.509(1) (the "Phaunos
FX Adjusted NAV per share"). We trust that you will consider
seriously the certainty that this opportunity provides in terms of
value and timing of execution.
You should also note that the Acceptance Condition of the Final
Offer has been lowered from not less than 90 per cent. to more than
50 per cent. in value of Phaunos Shares affected. Should the Final
Offer become, or be declared, wholly unconditional, there can be no
certainty that Phaunos Shareholders who do not accept the Final
Offer shall again be offered as much for their Phaunos Shares as
under the Final Offer.
Stafford's Final Offer represents a premium of 2 per cent. to
the Phaunos FX Adjusted NAV per share.
New Zealand Overseas Investment Office
Stafford has recently discussed with the OIO the conditions that
would apply to the clearance of the Acquisition and we have
submitted a final application in accordance with these
conditions.
All our correspondence with the OIO to date indicates that
clearance will be granted so as to enable completion of the
Acquisition of Phaunos by Stafford Bidco in October 2018.
This is particularly good news for Phaunos Shareholders in light
of the statement made by the Phaunos Board that "the disposal of
the Company's New Zealand assets are impacted by the need for a
potential buyer of those assets to comply with the requirements of
the New Zealand Overseas Investment Office"(2) . This process
typically takes 6 months except in exceptional circumstances, for
example to accommodate other statutory processes as has been
afforded to the Final Offer from Stafford Bidco.
Stafford expects to receive clearance from the OIO for the Final
Offer in October 2018.
Stafford's Final Offer provides certainty as to value and timing
of execution
The Phaunos Board's Updated Asset Realisation Range(3) is based
on non-binding offers and potential bidders have made NO commitment
to acquire the assets. The expressions of interest are subject to
due diligence and the Phaunos Board has even agreed to cover the
due diligence costs for parties interested in Matariki, given the
uncertainty associated with the sale of this asset.
In its rejection of Stafford's Final Offer released on 24
September 2018, the Phaunos Board stated that it continues to
believe that approximately 92 per cent. of the portfolio value will
be disposed of before Q4 2019(4) . Stafford considers this to be
extremely optimistic given its own view that this could only be
achieved after:
1. satisfactory completion of due diligence and the negotiation of sale and purchase agreements;
2. resolution of the Rayonier legal proceedings (referred to below) wholly in favour of Phaunos;
3. receipt of all necessary regulatory approvals, and in
particular, clearance from the OIO for the sale of the Matariki
Interest, a process that typically takes 6 months; and
4. the sale of all of Phaunos' Latin American assets, some of
which Stafford consider will be difficult to sell.
Even if this timetable were to be met and the valuations to
achieve the Updated Asset Realisation Range were obtained, the sale
of assets representing approximately 92 per cent. of the portfolio
value would only result in proceeds to Phaunos by the end of Q3
2019 of between US$0.497 and US$0.552 per Phaunos Share.
In addition, this proposed return of value is before any further
downward adjustment that Stafford considers would need to be made
in light of the likely requirement to retain some of the disposal
proceeds in order to cover the operating costs of the unsold assets
and the costs of the ultimate liquidation of Phaunos.
Stafford's Final Offer is available for acceptance now and not
subject to due diligence.
It is the only offer that provides certainty for Phaunos
Shareholders.
Stafford's Final Offer will provide timely returns to Phaunos
shareholders
Stafford's Final Offer of US$0.52 per Phaunos Share, which
implies a total equity value of approximately US$ 259.1 million(5)
, is expected to complete in October 2018, and Stafford anticipates
making payment to accepting shareholders by the end of October.
Conversely, the Phaunos Board has been unable to provide any
such certainty to Phaunos Shareholders in respect of the Asset
Realisation Process. The Phaunos Board initially announced that the
Asset Realisation Process would take 14 to 20 months from the end
of April 2018 (that is, it would complete between June 2019 and
December 2019). Following Stafford's Original Offer, this period
was revised downward to 6 to 9 months (that is, it would complete
between February 2019 and May 2019). Subsequent to that, the
Phaunos Board stated on 24 September 2018 it expects to have
disposed of 92 per cent. of the total value of the Phaunos
portfolio by the end of Q3 2019(6) .
In addition, the Phaunos Board has also given its view that it
could take between 2 and 7 months to reach a judgment in the
Auckland High Court in relation to the Rayonier legal proceedings
but only on the assumption that the Court treats the matter with
urgency. The Phaunos Board has not, however, provided a timeframe
should the matter not be treated with urgency by the Court and, as
the Phaunos Board has itself stated, it is in a very early stage of
the litigation process and these timings are inherently
uncertain.
We therefore ask that Phaunos Shareholders compare the
uncertainty relating to the proposed disposal of the Matariki
Interest and the lack of binding offers for other assets within the
Phaunos portfolio with Stafford's Final Offer of US$0.52 per share,
which is expected to complete in October 2018, and with payment
expected to be made to accepting shareholders by the end of
October.
The Phaunos Board is unable to provide any degree of certainty
to Phaunos Shareholders regarding the size and timing of
distributions nor the final liquidation date of Phaunos.
Rayonier legal proceedings
On 28 August 2018 the Phaunos Board announced that Rayonier had
issued legal proceedings in the Auckland High Court alleging a
breach by Phaunos of confidentiality, notice and consultation
obligations in the shareholders agreement between the parties in
relation to their respective interests in Matariki. Rayonier has
asserted that it is entitled to acquire Phaunos' interest in
Matariki for the sum of NZD 225 million (approximately US$152
million) reflecting a discount to what Rayonier asserts is fair
market value of Phaunos' interest in Matariki. If Rayonier were to
be entitled to purchase Phaunos' interest in Matariki for NZD 225
million, Numis Securities has estimated that Phaunos' Updated
Break-Up NAV(7) would fall from US$0.51 to US$0.43 per share and
the Updated Going Concern NAV(8) would fall from US$0.58 to US$0.51
per share.(9)
In its time as investment manager of Phaunos, Stafford, and the
previous board of directors of Phaunos who were in post at that
time, were always extremely diligent in obtaining any required
consent from Rayonier prior to publishing any material referencing
Matariki.
The proceedings issued by Rayonier raise serious concerns about
the ability of the Phaunos Board to deliver the value that it has
stated it expects to achieve for Phaunos Shareholders pursuant to
the Asset Realisation Process within the timeframe indicated.
Foreign exchange risk
Stafford considers it to be wholly incorrect to state that
adverse foreign exchange movements have no material impact on the
Updated Asset Realisation Range given that indicative offers were
received in US dollars. In its 15-year history, Stafford has been
involved in over 100 timberland transactions, and when revenues and
costs are in local currencies, as is the case for the New Zealand
and Latin American assets within the Phaunos portfolio
(particularly bearing in mind the political uncertainty in Brazil),
final binding offers are adjusted to reflect any relevant foreign
exchange movements to completion.
We see no reason why potential bidders for assets within the
Phaunos portfolio would take a different approach and we have
estimated that between 30 June 2018 and 21 September 2018, foreign
exchange movements have resulted in a reduction of US 1.5 cents per
Phaunos Share.(10)
The outcome of the Asset Realisation Process will be impacted by
foreign exchange movements
The lessons from Cambium
Cambium Global Timberland Limited ("Cambium"), whose shares are
traded on AIM, is the only other listed timberland fund in the UK.
In February 2013, Cambium shareholders voted to revise Cambium's
investment strategy to:
"the realisation of the Group's investments in a manner which
maximises value for shareholders and returns surplus cash to
shareholders through ad hoc returns of capital"
As at 31 October 2012, shortly prior to the announcement of the
conclusion of its strategic review which ultimately led to the
shareholder vote referred to above, Cambium had a net asset value
per share of GBP 0.62 and total equity of approximately GBP 63.1
million.(11)
However, since revising its investment strategy, Cambium has
only returned approximately GBP 5 million to its shareholders and
has still not sold all of its assets five and a half years later.
During this time board fees and administrative and management costs
have totalled approximately GBP 14 million and the net asset value
has fallen to approximately GBP 16 million(12) . Stafford considers
it highly unlikely that this is the position in which Cambium
shareholders would have expected to be more than five years after
they voted to revise Cambium's investment strategy.
Phaunos Shareholders should therefore take note of the lessons
from Cambium and the inherent difficulty in implementing a
realisation process as opposed to the sale of an entire portfolio
in a single transaction. Whilst Phaunos benefits from its holding
in Matariki, it nevertheless faces a number of issues that are not
dissimilar to those faced by Cambium, and Phaunos Shareholders
should consider carefully the potentially prolonged time period to
liquidate in full the Phaunos portfolio and the costs associated
with doing so.
Asset realisation processes, particularly for complex South
American assets, are not straightforward and can take time and
money.
Phaunos fees and expenses
Despite the limited engagement between Stafford and Phaunos, we
note that Phaunos expects to incur fees and expenses of between GBP
2,985,000 and GBP 3,590,000 in responding to the offers from
Stafford. The top of this range represents a cost of approximately
US 1 cent per Phaunos Share(13) . This is in addition to any costs
of Phaunos covering the potential bidders' due diligence expenses
in respect of Matariki, the amount of which has not yet been made
public, as well as the legal costs of defending the Rayonier legal
proceedings.
In addition, Stafford notes that the aggregate remuneration of
the Phaunos Board amounts to GBP 200,000 per annum(14) (excluding
any additional fees of GBP 300 per hour for any time spent in
excess of the relevant Phaunos Director's monthly time
commitment)(15) . Stafford also notes that for the six month period
to June 2018, the Phaunos Directors' remuneration and expenses
amounted to US$272,000(16) (GBP 209,440) with approximately
US$140,000 (GBP 107,800) attributable to consultancy fees in excess
of the base remuneration. This equates to US$544,000 (GBP 418,880)
per annum for a part-time board of directors, which may well be in
place for another two years and potentially beyond.(17)
Evidently, it is not the Phaunos Board who will suffer
financially in the event of any further delays to the Asset
Realisation Process.
Any failure to manage costs appropriately will be detrimental to
Phaunos Shareholders, particularly in the event of a prolonged
Asset Realisation Process
CatchMark
We note that the possible rival bidder, CatchMark Timber Trust
Inc. ("CatchMark"), has now confirmed that they will not make a
firm all-share offer to acquire Phaunos. Possible reasons for this
include the following.
-- An all-share offer would not have met the requirements of the
result of the continuation vote last year.
-- During the period from CatchMark's possible offer
announcement on 6 September to their withdrawal announcement on 21
September, the fall in CatchMark's share price would have resulted
in the value of their possible all-share offer, applying the
exchange ratio stated in the possible offer announcement, falling
by approximately US 3 cents.
The fall in CatchMark's share price following their possible
offer announcement could indicate that the CatchMark shareholders
do not consider Phaunos to merit a valuation of US$0.57 cents per
share, even where payable in CatchMark stock.
Acceptance levels
As at 1.00 p.m. (London time) on 24 September 2018 Stafford
Bidco had received valid acceptances in respect of a total of
98,031,479 Phaunos Shares, representing, in aggregate,
approximately 19.67 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 98,789,713 Phaunos Shares, representing, in aggregate,
approximately 19.82 per cent. of the issued share capital of
Phaunos.
The choice for Phaunos Shareholders
The choice facing you, as Phaunos Shareholders, before 1.00 p.m.
on Saturday 29 September is as follows:
1. Await the outcome of the Asset Realisation Process for which
there is no certainty of value or timing;
or
2. Accept Stafford's Final Offer of US$0.52 per share in cash,
expected to be paid to accepting shareholders by the end of October
2018.
To all Phaunos Shareholders, we would like to thank you for your
support over the past few years whilst we acted as investment
manager of Phaunos. We have enjoyed the relationships developed and
we trust that you will consider, as we do, that Stafford's Final
Offer provides certainty of value and timing which cannot be
matched by the Asset Realisation Process.
Yours sincerely,
Stephen Addicott
Director
Mahogany Bidco Limited
Notes
(1) The Phaunos FX Adjusted NAV per share is calculated on the
basis of the latest published net asset value of US$0.52 per
Phaunos Share (unaudited) as at 30 June 2018 and the prevailing
exchange rates as at 21 September 2018 of US$ 1:NZD 1.5 (Bloomberg)
and a US$ 1:BRL 4.05 (Bloomberg), and Stafford's assessment of the
impact of foreign exchange movements on certain assets contained in
the Phaunos portfolio during the period from the date of the latest
published net asset value to 21 September 2018.
(2) Phaunos 2017 Annual Report, page 20
(3) As detailed in Appendix I of the Phaunos response circular
dated 14 August 2018
(4) Phaunos RNS announcement of 24 September 2018
(5) Based on the Final Offer Price of US$0.52 per share
multiplied by the number of Phaunos Shares in issue as at 10 August
2018, as announced by the Company on 14 August 2018
(6) Phaunos RNS announcement of 24 September 2018
(7) As detailed in Appendix II of the Phaunos response circular
dated 14 August 2018
(8) As detailed in Appendix II of the Phaunos response circular
dated 14 August 2018
(9) Numis Securities Limited Investment Companies news update
dated 29 August 2018
(10) Based on a published net asset value of US$0.52 per share
(unaudited) as at 30 June 2018 and prevailing exchange rates as at
21 September 2018 of US$ 1:NZD 1.5 (Bloomberg) and a US$ 1:BRL 4.05
(Bloomberg), and Stafford's assessment of the impact of foreign
exchange movements on certain assets contained in the Phaunos
portfolio during the intervening period.
(11) Cambium Global Timberland Limited unaudited condensed
consolidated interim report and financial statements for the six
months ended 31 October 2012
(12) As at 30 April 2018
(13) Based on 498,360,117 Phaunos Shares in issue as at 10
August 2018 (as announced by the Company on 14 August 2018) divided
by GBP 3,590,000 at the prevailing exchange rate as at 21 September
2018 of GBP 1: US$ 1.31 (Bloomberg)
(14) Phaunos 2017 Annual Report, page 27
(15) As stated in Appendix III of the Phaunos response circular
dated 14 August 2018
(16) As stated in the Phaunos Unaudited Interim Condensed
Consolidated Financial Statements for the period ended 30 June
2018, page 28
(17) References to GBP-equivalent amounts are based on the
prevailing exchange rate as at 29 June 2018 of US$ 1: GBP 0.76
(Bloomberg)
Additional Information
Enquiries:
Stafford Bidco +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 Final 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 Final
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 Final 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 Final
Offer will be made solely by means of the Final Offer Document and,
in respect of Phaunos Shares held in certificated form, the New
Form of Acceptance, which will contain the full terms and
conditions of the Final Offer, including details of how to accept
the Final Offer. Any approval, decision or other response to the
Final Offer should be made only on the basis of the information in
the Final Offer Document and, in respect of Phaunos Shares held in
certificated form, the New Form of Acceptance. Phaunos Shareholders
are strongly advised to read the formal
documentation in relation to the Final Offer once it has been
despatched.
Interests in relevant securities
As at the close of business on 24 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 Shares
or rights concerned
Stafford Capital Partners
Limited Beneficial Owner 758,234
---------------------- -------------------------
Stephen Westwood(18) Beneficial Owner 23,223
---------------------- -------------------------
(18) 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 Final
Offer
Save as disclosed above, as at the close of business of 24
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.
Overseas jurisdictions
This announcement has been prepared in accordance with English
law, Guernsey law and the Code, and the information disclosed may
not be the same as that which would have been disclosed in
accordance with the laws of jurisdictions outside England and
Guernsey. The statements contained in this announcement are made as
at the date of this announcement, unless some other time is
specified in relation to them, and there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date.
The release, publication or distribution of this announcement
and the availability of the Final Offer in or into jurisdictions
other than the United Kingdom and Guernsey may be affected by the
laws and regulations of those jurisdictions. Persons who are not
resident in the United Kingdom or Guernsey, or who are subject to
the laws of any jurisdiction other than the United Kingdom or
Guernsey, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Final Offer Document or any
accompanying document to any jurisdiction outside the United
Kingdom or Guernsey should refrain from doing so and seek
appropriate professional advice before taking any action. Any
failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Final Offer disclaim any responsibility and liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders will be contained in the Final
Offer Document.
The Final Offer will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and no person may accept the Final Offer by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and the
formal documentation relating to the Final Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and
persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it into or from a
Restricted Jurisdiction.
US shareholders
The Final Offer will be made for securities of a company
domiciled in Guernsey and Phaunos Shareholders in the United States
should be aware that this announcement, the Final Offer Document
and any other documents relating to the Final Offer have been or
will be prepared in accordance with English law, Guernsey law and
the Code and applicable disclosure requirements, format and style
thereunder, all of which differ from those in the United
States.
The Final Offer will be made in the United States pursuant to
applicable US tender offer rules, including Regulation 14E under
the Exchange Act, and securities laws and otherwise in accordance
with the requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange, the FCA and the GFSC.
Accordingly, the Final Offer will be 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 under United
States domestic tender offer procedures and law. The Final Offer
will be made in the United States by Stafford Bidco and no one
else.
Neither the US Securities Exchange Commission nor any US state
securities commission has approved or disapproved the Final Offer
or passed upon the adequacy or completeness of this announcement.
It may be difficult for US holders of Phaunos securities to enforce
their rights under and any claim arising out of the US federal
securities laws, since Stafford Bidco and Phaunos are located
outside the United States, and some or all of their officers and
directors may be resident outside the United States. US Phaunos
Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement and a US court may lack jurisdiction over such
persons.
The receipt of cash pursuant to the Final Offer may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Phaunos Shareholders are urged to consult with their own legal, tax
and financial advisors in connection with making a decision
regarding the Final Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Stafford Bidco or nominees or brokers of Stafford Bidco
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase,
Phaunos Shares or other Phaunos securities other than pursuant to
the Final Offer at any time prior to completion of the Final Offer.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable requirements of the Code, the Listing Rules and
Regulation 14E under the US Exchange Act including Rule 14e-5, to
the extent applicable. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed on a next day basis to
the Panel and will be available from any Regulatory Information
Service, including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com. To the extent that
such information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Cautionary note regarding forward-looking statements
This announcement and other information published by Stafford or
Stafford Bidco may 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 or Stafford Bidco (as applicable) 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 and Stafford Bidco believe that the
expectations reflected in such forward-looking statements are
reasonable, they 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 Stafford Bidco nor any of its or their
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, neither Stafford nor Stafford Bidco is under any
obligation, and both Stafford and Stafford Bidco expressly disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Definitions
Unless the context requires otherwise, capitalised terms used
but not defined in this announcement shall have the meaning given
to them in the revised offer document posted by Stafford Bidco to
Phaunos Shareholders on 14 September 2018.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period.
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 26 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 Final 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 and any other document relating to
the Final 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 in order 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
RSPUSUARWKAKUUR
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September 25, 2018 02:00 ET (06:00 GMT)
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