TIDMWICH TIDMRDF
RNS Number : 8051M
Wichford plc
22 August 2011
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
22 August 2011
WICHFORD P.L.C.
(the "Company")
Offer for Redefine International plc unconditional in all
respects
Introduction
On 13 July 2011, the boards of the Company and Redefine
International plc ("Redefine") announced that they had agreed terms
of a recommended all share offer by the Company for Redefine.
On 4 August 2011, the Company announced that the resolutions
required to implement the Offer had all been passed by the
Company's shareholders at the Extraordinary General Meeting held on
that date.
On 18 August 2011, Redefine Properties International Limited,
the largest shareholder of Redefine, announced that the resolutions
required, inter alia, to accept the Offer had all been passed by
its shareholders at its general meeting held on that date.
The Company is pleased to announce that the Offer has now become
unconditional in all respects and will remain open for acceptance
by remaining Redefine Shareholders until further notice.
Level of acceptances
As at 1:00 p.m. today, the Company had received valid
acceptances of the Offer in respect of a total of 428,429,251
Redefine Shares, representing approximately 94.74 per cent. of the
ordinary issued share capital of Redefine. This includes
acceptances received in respect of 405,378,693 Redefine Shares
(representing approximately 89.6 per cent. of the issued share
capital of Redefine) in respect of which irrevocable undertakings
had been received by the Company.
Acceptance of the Offer
Redefine Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in
paragraph 22 of Part II of the Offer Document and (in the case of
shares held in certificated form) the Form of Acceptance. The Offer
Document and Form of Acceptance (in the case of Redefine
Shareholders holding Redefine Shares in certificated form) have
been sent to Redefine Shareholders in hard copy and the Offer
Document is available on the Company's website
(www.wichford.com).
Compulsory acquisition, delisting and cancellation of trading in
Redefine Shares
As the Company has received acceptances under the Offer in
respect of over 90 per cent. in value of the Redefine Shares and
over 90 per cent. of the voting rights carried by those shares, the
Company intends to exercise its rights in accordance with Articles
116-124A of the Companies (Jersey) Law 1991 (as amended) to acquire
compulsorily any outstanding Redefine Shares on the same terms as
the Offer. It is expected that the compulsory acquisition of any
such outstanding Redefine Shares will be completed by 4 October
2011, following which Redefine will be re-registered as a private
limited company under the provisions of the Companies (Jersey) Law
1991 (as amended).
As announced by Redefine on 9 August 2011, Redefine has given
notice of the intended cancellation of admission to trading of the
Redefine Shares to trading on AIM, such cancellation to be subject
to the Offer being declared unconditional in all respects.
Cancellation will therefore become effective at 8:00 a.m. on 8
September 2011, with the last day of trading of Redefine Shares on
AIM being on 7 September 2011. Cancellation of admission to trading
on AIM of the Redefine Shares will significantly reduce the
liquidity and marketability of any Redefine Shares not acquired by
the Company.
The Company and concert party interests in Redefine Shares
Neither the Company nor any person acting, or deemed to be
acting, in concert with the Company currently holds or has agreed
to acquire any Redefine Shares (or rights over Redefine
Shares).
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document published by the
Company on 13 July 2011.
A copy of this announcement will be available at
www.wichford.com
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
For further details, please contact:
Wichford P.L.C.
Philippe de Nicolay, Chairman +55 (11) 9636 7979
Wichford Property Management Ltd
Michael Watters 020 7811 0100
Stephen Oakenfull 020 7811 0100
Financial Dynamics 020 7831 3113
Stephanie Highett, Dido Laurimore
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 p.m. (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 paper
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 Takeover 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.
If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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