TIDMDCI
RNS Number : 3045B
Hallmark Investors Ltd
23 October 2009
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM CANADA,
SWITZERLAND OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
The City Code does NOT apply to the Tender Offer and accordingly, DCI
Shareholders will not have the benefit of the protections of the City Code in
connection with the Tender Offer. DCI Shareholders should note that the Tender
Offer is being implemented in a manner which is not consistent in certain
material respects with the provisions of the City Code applicable to
transactions similar to the Tender Offer. In particular, the City Code's normal
prohibition of conditions relating to financing does NOT apply and the Tender
Offer is subject to the financing condition described in paragraph 2.5 of
Section A of Part 5 of the Tender Offer Document.
Dolphin Capital Investors Ltd
("DCI" or the "Company")
Hallmark Investors Ltd ("BidCo")
Extension of Tender Offer to purchase 120,000,000 common shares of EUR0.01 each in
DCI
at six Tender Offer Prices between 34 pence and 44 pence per share
BidCo announces that it is extending its Tender Offer to acquire, on the terms
and subject to the conditions set out in the Tender Offer Document and in the
Tender Form, 120,000,000 DCI Shares at six Tender Offer Prices between 34 pence
and 44 pence in cash, to 1.00 p.m. on 30 October 2009.
The Tender Offer had an Initial Closing Date of 1.00 p.m. on 23 October 2009. An
updated "Expected Timetable of Principal Events" is set out in Appendix 1 to
this announcement.
DCI Shareholders who have already tendered their DCI Shares under the Tender
Offer do not need to take any further action. Any tender of DCI Shares under the
Tender Offer made prior to the date of this announcement may not be withdrawn.
DCI Shareholders who hold their DCI Shares in certificated form (that is,
outside of CREST) who have not yet tendered their DCI Shares for purchase under
the Tender Offer and who wish to do so should ensure that their completed Tender
Forms are returned either by post in the reply-paid envelope which accompanied
the Tender Offer Document (for use in the UK only) to Computershare Investor
Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during
normal business hours only) to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as
possible and in any event by no later than 1.00 p.m. on 30 October 2009.
DCI Shareholders who hold their DCI Shares in certificated form (that is,
outside of CREST) should also return their share certificate(s) (if any) in
respect of the DCI Shares tendered with their Tender Form. Additional Tender
Forms are available from Computershare by telephoning 0870 707 1817 or, if
telephoning from outside the UK, on +44 870 707 1817. DCI Shareholders who hold
DCI Shares in uncertificated form (that is, through Depositary Interests held in
CREST) who have not yet tendered their DCI Shares for purchase under the Tender
Offer and who wish to do so should arrange for them to be transferred to escrow
in the manner described in the Tender Offer Document as soon as possible, and in
any event so that the transfer to escrow settles by no later that 1.00 p.m. on
30 October 2009.
Update on Everblue's financing
As disclosed in the Tender Offer Document, Everblue received a Commitment Letter
from the Bank for the purposes of financing the Tender Offer, any Discretionary
Acceptance(s) and related costs and expenses. One of the conditions of the
Commitment Letter was that each of the facilities was conditional on Theodoros
Aristodemou, Miltos Kambourides and Pierre Charalambides acquiring an interest
in 60 per cent. of the issued and to be issued shares of DCI and together with
BidCo's Concert Parties acquiring an interest in 65 per cent. of the issued and
to be issued shares of DCI. Miltos Kambourides and Pierre Charalambides (through
DCV), and Theodoros Aristodemou, are the direct and indirect owners of the
entire issued shares of Everblue.
DCV and Theodoros Aristodemou received amended commitment letters on 22 October
2009 and 9 October 2009 respectively, each approved by the credit committee and
a majority of the directors of the Bank (the "Amended Commitment Letters").
Under the Amended Commitment Letters, the facilities are no longer conditional
on Theodoros Aristodemou, Miltos Kambourides and Pierre Charalambides or BidCo's
Concert Parties acquiring any specific percentage interest in the issued and to
be issued shares of DCI. All other terms and conditions of the Amended
Commitment Letters are substantially the same as the Commitment Letter (a
summary of the Commitment Letter can be found at paragraph 8 of Part 2 of the
Tender Offer Document).
References to the "Tender Offer Document" in this announcement shall mean the
tender offer document sent to DCI Shareholders dated 2 October 2009. Unless
otherwise defined in this announcement, defined terms shall have the same
meaning as in the Tender Offer Document.
Enquiries:
Hallmark Investors Ltd
Michael Tsirikos mtsirikos@dolphincp.com
Telephone: +30 210 3650 160
If you are in any doubt about the contents of this announcement or the action
you should take you should consult a person authorised under the Financial
Services and Markets Act 2000 ("FSMA"), or if you are resident outside the UK, a
person authorised by the appropriate regulator in your jurisdiction, who
specialises in advising on the acquisition of shares and other securities before
taking any action.
This announcement does not constitute, or form any part of, an offer or
invitation to purchase any securities or a solicitation of an offer to buy any
securities, pursuant to the Tender Offer or otherwise. The Tender Offer is being
made solely by the Tender Offer Document and the Tender Form, which contain the
full terms and conditions of the Tender Offer, including details of how DCI
Shares may be tendered for purchase by BidCo, and which should be read carefully
and in full.
The availability of the Tender Offer to DCI Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. DCI Shareholders who are not resident in the United
Kingdom should inform themselves about and observe any applicable legal or
regulatory requirements in their jurisdictions. The Tender Offer is not being
made, and will not be made, directly or indirectly, in or into or by use of the
mails or by any means or instrumentality (including, but not limited to, the
post, facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national, state or
other securities exchange of, any Restricted Jurisdiction (including, inter
alia, Canada, Switzerland and the United States) and DCI Shares may not be
tendered for purchase under the Tender Offer by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement, the Tender Offer Document, the Tender
Form and any related documents are not being, and must not be, in whole or in
part, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from a Restricted Jurisdiction, and persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not
distribute or send them in, into or from a Restricted Jurisdiction.
Fisher Corporate Plc, which is authorised and regulated by the Financial
Services Authority of the UK, has approved this announcement for the purposes of
Section 21 of FSMA. Fisher Corporate Plc is acting for BidCo only in relation to
the approval of the contents of this announcement, the Tender Offer Document and
the Tender Form, for such purposes and is not acting for or advising BidCo in
any other capacity or acting for or advising any other person or treating any
other person as its customer in relation to such transactions and will not be
responsible to any other such person for providing the protections afforded to
customers of Fisher Corporate Plc.
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Consequent upon the extension of the Tender Offer to 1.00 p.m. on 30 October
2009, the expected timetable of principal events in respect of the Tender Offer
is now as follows:
+------------------------------------------------------+----------------------+
| Event | Time/date |
+------------------------------------------------------+----------------------+
| Record Date1 | 5.00 p.m. 29 October |
| | 2009 |
| | |
+------------------------------------------------------+----------------------+
| Closing Date | 1.00 p.m. 30 October |
| | 2009 |
| | |
+------------------------------------------------------+----------------------+
| Announcement of the results of the Tender Offer | 1.00 p.m. 3 November |
| (including the number of DCI Shares tendered under | 2009 |
| the Tender Offer, the Full Acceptance Threshold | |
| Price (if any) and the details of any Discretionary | |
| Acceptances)1 | |
| | |
+------------------------------------------------------+----------------------+
| CREST account credited for revised holdings of DCI | 5 November 2009 |
| Shares (or, in the case of unsuccessful tenders, for | |
| entire holdings of DCI Shares)1 | |
| | |
+------------------------------------------------------+----------------------+
| Return of share certificates (where applicable) in | 13 November 2009 |
| respect of unsuccessful tenders or balance share | |
| certificates (where applicable) for unsold DCI | |
| Shares1 | |
| | |
+------------------------------------------------------+----------------------+
| Despatch of consideration with respect to DCI Shares | 13 November 2009 |
| accepted for purchase by BidCo under the Tender | |
| Offer1 | |
| | |
+------------------------------------------------------+----------------------+
| Final Closing Date | 1.00 p.m. 31 |
| | December 2009 |
+------------------------------------------------------+----------------------+
Note:
1 Assuming that the Closing Date is 30 October 2009.
These times and dates are indicative only.
The period during which DCI Shares may be tendered for purchase under the Tender
Offer may be further extended by BidCo in certain circumstances but will not be
extended later than the Final Closing Date.
If any of the above dates and/or times change, the revised dates and/or times
will be notified by announcement through a Regulatory Information Service in the
UK. Unless otherwise stated, all references in this announcement to times are to
London time.
This information is provided by RNS
The company news service from the London Stock Exchange
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