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RNS Number : 3396G
Stafford Capital Partners Limited
05 November 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
5 November 2018
Final 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")
Compulsory acquisition of outstanding Phaunos Shares
Background
On 3 July 2018, the board of directors of 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 at a price of US$0.49 per Phaunos Share (the "Original
Offer").
The Original Offer was subsequently increased to US$0.52 per
Phaunos Share on 14 September 2018, (the "Final Offer") and on 18
October 2018, Stafford Bidco announced that the Final Offer had
become wholly unconditional and that the Final Offer would close on
1 November 2018.
Compulsory acquisition
Since the Final Offer has now closed, and having received
acceptances of the Final Offer in respect of not less than 90 per
cent. in value of the Phaunos Shares affected (as calculated in
accordance with Part XVIII of the Companies Law), Stafford Bidco is
today implementing the procedure under Part XVIII of the Companies
Law to acquire compulsorily the outstanding Phaunos Shares which it
does not already hold or has not already acquired, contracted to
acquire or in respect of which it has not already received valid
acceptances.
Unless otherwise stated, defined terms used but not defined in
this announcement have the meanings set out in the offer document
in respect of the Final Offer posted to Phaunos Shareholders on 14
September 2018.
Enquiries:
Stafford and 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
Additional Information
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.
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 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.
US shareholders
The Final Offer was 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 were 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 was 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 was subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that were different from those applicable under United
States domestic tender offer procedures and law. The Final Offer
was 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 had tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, were not described in the Final
Offer documentation.
Publication on website
A copy of this announcement will be available at
www.staffordcp.com by no later than 12 noon (London time) on 6
November 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).
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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