TIDMRAV TIDMRUS
RNS Number : 7758P
Raven Mount plc
31 March 2009
?
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY PROHIBITED TERRITORY OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
31 March 2009
RECOMMENDED OFFER
by
RAVEN RUSSIA LIMITED
for the entire issued
and to be issued share capital of
RAVEN MOUNT GROUP PLC
Summary
·The board of Raven Russia and the Independent Raven Mount Board Committee are
pleased to announce that they have reached agreement on the terms of a
recommended offer, to be made by Raven Russia, for the entire issued and to be
issued ordinary share capital of Raven Mount.
·The Independent Raven Mount Board Committee considers the terms of the Offer to
be fair and reasonable. Accordingly, the Independent Raven Mount Board Committee
unanimously intends to recommend that Raven Mount Shareholders accept the Offer.
· Raven Russia is offering to acquire, on the terms and subject to the
conditions set out in Appendix 1 of this Announcement, the entire issued and to
be issued ordinary share capital of Raven Mount on the following basis:
+-----------------------------------------------------+--------------------------------------------+
| for each Raven Mount Share held: | 0.525 Units (each Unit comprising 1 |
| | Preference Share and 1 Warrant) |
+-----------------------------------------------------+--------------------------------------------+
and so in proportion for any Raven Mount Shares held.
· Based on the mid price of the Preference Shares and Warrants as at the close
of business on 30 March 2009 (being the last practicable day before the date of
this Announcement), the terms of the Offer value each Unit at 104.5 pence and
hence each existing Raven Mount Share at 54.9 pence and the entire issued share
capital of Raven Mount at GBP60 million.
· The Offer value would represent:
(i) a premium of 168 per cent. to Raven Mount's closing mid price of
20.5 pence as at the close of business on 16 February 2009, the day before the
2.4 Announcement; and
(ii) a premium of 34 per cent. to Raven Mount's closing mid price of 41
pence as at the close of business on 30 March 2009, the day before this
Announcement.
· Raven Russia has received irrevocable undertakings and letters of intent to
accept the Offer in respect of 78.5 million Raven Mount Shares, representing
approximately 72.3 per cent. of Raven Mount's existing issued share capital.
· Commenting on the Offer, Richard Jewson, Chairman of Raven Russia, said:
"The acquisition of Raven Mount will help to significantly strengthen Raven
Russia's balance sheet and enable our two key executive directors, Anton Bilton
and Glyn Hirsch - who are currently also directors of Raven Mount - to
concentrate the whole of their time on the enlarged Raven Russia business."
· Commenting on the Offer, Bim Sandhu, Chief Executive of Raven Mount, said:
"The Offer represents the culmination of the reinvention strategy implemented by
Raven Mount following the acquisition of Swan Hill Group plc and Raven Property
Holdings plc businesses in 2003 and 2004. The disposal of the Swan Hill Pension
Fund and the Audley Assisted Living businesses last year and the resulting
cash-rich balance sheet has made Raven Mount an attractive vehicle. I am pleased
that we have been able to reach agreement with Raven Russia, a company of which
we have a detailed understanding, having set it up and acted as its property
adviser until late last year, on the terms of the Offer, the terms of which I
believe are attractive for both sets of shareholders."
Press enquiries
+-------------------------------------------------+----------------------+
| Raven Russia Limited | Tel: +44 (0)1481 71 |
| | 2955 |
+-------------------------------------------------+----------------------+
| Anton Bilton / Glyn Hirsch | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Bell Pottinger Corporate & Financial | Tel: +44 (0)20 7861 |
| | 3232 |
+-------------------------------------------------+----------------------+
| Charles Cook / Andrew Benbow | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Numis Securities Limited | Tel: +44 (0)20 7260 |
| | 1000 |
+-------------------------------------------------+----------------------+
| Nick Westlake / Rupert Krefting (NOMAD, | |
| Financial Adviser and Joint Broker to Raven | |
| Russia Limited) | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Singer Capital Markets Limited | Tel: +44 (0)20 3205 |
| | 7500 |
+-------------------------------------------------+----------------------+
| James Maxwell / Brad Cheng (Joint Broker to | |
| Raven Russia Limited) | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Raven Mount Group plc | Tel: +44 (0)20 7235 |
| | 0422 |
+-------------------------------------------------+----------------------+
| Bim Sandhu / Mark Kirkland | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Oriel Securities Limited (Financial Adviser and | Tel: +44 (0)20 7710 |
| Joint Broker to Raven Mount Group plc) | 7600 |
+-------------------------------------------------+----------------------+
| Simon Bragg / Michael Shaw / Neil Langford | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Shore Capital and Corporate Limited (NOMAD and | Tel: +44 (0)20 7408 |
| Joint Broker to Raven Mount Group plc) | 4090 |
+-------------------------------------------------+----------------------+
| Guy Peters / Pascal Keane | |
+-------------------------------------------------+----------------------+
The above summary should be read in conjunction with, and is subject to the full
text of, this Announcement. Terms used in this summary have the meaning given to
them in Appendix 3 to this Announcement.
This Announcement is not intended to be and does not constitute, or form any
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this Announcement in or into any jurisdiction in
contravention of any applicable law. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Raven Mount Shares, the Form
of Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis
of information contained in or referred to in the Offer Document which Raven
Russia expects to despatch to Raven Mount Shareholders and, for information
only, to holders of options over Raven Mount Shares in the week commencing 6
April 2009.
The Raven Russia Directors accept responsibility for the information contained
in this Announcement, except for the information in this Announcement relating
to Raven Mount, its subsidiaries and their respective businesses, the Raven
Mount Directors and their close relatives and related trusts and other
Interested Persons (as defined below) and persons acting in concert with, and
associates of, Raven Mount. Subject to the foregoing, to the best of the
knowledge and belief of the Raven Russia Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this Announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of that information.
The Raven Mount Directors accept responsibility for the information contained in
this Announcement concerning Raven Mount, its subsidiaries and their respective
businesses, themselves and their close relatives and related trusts and other
Interested Persons (as defined below) and persons acting in concert with, and
associates of, Raven Mount. To the best of the knowledge and belief of the Raven
Mount Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this Announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of that information.
The directors of the Independent Raven Mount Board Committee each accept
responsibility for any opinion attributed to the Independent Raven Mount Board
Committee contained in this Announcement, including the unanimous intention to
recommend the Offer contained in paragraph 7 of this Announcement.
Numis Securities, which is regulated by the Financial Services Authority, is
acting for Raven Russia in connection with the Offer and no-one else and will
not be responsible to anyone other than Raven Russia for providing the
protections afforded to customers of Numis Securities or for providing advice in
relation to the Offer.
Oriel Securities, which is regulated by the Financial Services Authority, is
acting for Raven Mount in connection with the Offer and no-one else and will not
be responsible to anyone other than Raven Mount for providing the protections
afforded to customers of Oriel Securities or for providing advice in relation to
the Offer.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.
Neither the Guernsey Financial Services Commission nor the States of Guernsey
Policy Council takes any responsibility for the financial soundness of Raven
Russia or the correctness of any of the statements made or opinions expressed
with regard to it.
Raven Russia is registered in Guernsey and authorised by the Guernsey Financial
Services Commission under Section 8 of the Protection of Investors (Bailiwick of
Guernsey) Law 1987.
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code, Raven Russia confirms that its
issued ordinary share capital at the close of business on 16 February 2009 and
30 March 2009 consisted of 512,552,915 Raven Russia Ordinary Shares of one penny
each. Raven Russia holds no Raven Russia Ordinary Shares in treasury. Raven
Russia (Guernsey) 2 Limited, a subsidiary undertaking of Raven Russia, holds 5
million Raven Russia Ordinary Shares over which it has agreed to waive its
voting rights. The International Securities Identification Number for Raven
Russia Ordinary Shares is GB00B0D5V538. In addition, Raven Russia has issued on
25 March 2009 76,155,000 Preference Shares and 76,155,000 Warrants. The
International Securities Identification Number for the Preference Shares is
GG00B55K7B92 and the International Securities Identification Number for Warrants
is GG00B55K7758.
In accordance with Rule 2.10 of the City Code, Raven Mount confirms that its
issued ordinary share capital as at the close of business on 16 February and 30
March 2009 consisted of 108,670,588 Raven Mount Shares. Raven Mount holds
5,728,729 Raven Mount Shares in treasury. The International Securities
Identification Number for Raven Mount Shares is GB00B3CRHN14.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Raven Russia or Raven Mount, all "dealings" in any "relevant
securities" of Raven Russia or Raven Mount (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer becomes or is declared
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Raven Russia or of Raven Mount, they will
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Raven Russia or of Raven Mount, by Raven Russia or Raven Mount,
or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Overseas territories
The distribution of this Announcement in jurisdictions other than England and
Wales may be restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than England and Wales should inform themselves
about, and observe, any applicable requirements. In particular, no offer will be
made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile transmission,
internet, email, telex or telephone) of interstate or foreign commerce of, or
any facility of a national state or other securities exchange of a Prohibited
Territory and subject to certain exceptions no offer will be capable of
acceptance by any such use, means instrumentality or facility from within any
Prohibited Territories. Copies of this Announcement and any related offer
documentation are not being, will not be, and must not be, mailed or otherwise
distributed or sent in or into any Prohibited Territory.
This Announcement is not intended to, and does not, constitute or form any part
of an offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any securities nor shall
there be any sale, issuance or transfer of the securities referred to in the
Announcement in the United States or any jurisdiction in contravention of
applicable law.
The Preference Shares and the Warrants (and the New Preference Shares and the
New Warrants) have not been, and will not be, registered under the US Securities
Act of 1933, as amended (the "Securities Act"), or under the securities laws of
any state, district, province or other jurisdiction of the United States,
Canada, Australia, the Republic of South Africa or Japan or any other Prohibited
Territory. No regulatory clearances in respect of the Preference Shares or the
Warrants (or the New Preference Shares or the New Warrants) have been, or will
be, applied for in any state, province, territory or jurisdiction other than the
United Kingdom. Accordingly, unless an exemption under relevant securities laws
is applicable, the Preference Shares and Warrants (and the New Preference Shares
and the New Warrants) are not being, and may not be, offered, sold, resold,
delivered, distributed or otherwise transferred, directly or indirectly, in or
into any Prohibited Territory or to or for the account or benefit of any
resident of a Prohibited Territory.
The availability of an offer to Raven Mount Shareholders who are not resident
in, and citizens of, the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
This Announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England and Wales.
Forward-looking statements
This Announcement may contain "forward-looking statements" concerning Raven
Russia and Raven Mount. Generally, the words "anticipate", "believe",
"estimate", "expect", "forecast", "intend", "may", "plan", "project", "should"
and similar expressions identify forward-looking statements. Such statements
reflect the relevant company's current views with respect to future events and
are subject to risks and uncertainties that could cause the actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as changes in
general economic and business conditions, changes in currency exchange rates and
interest rates, lack of acceptance of new exchange rates and interest rates,
introduction of competing products or services, lack of acceptance of new
products or services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be placed on such
statements. Neither Raven Russia nor Raven Mount intends or assumes any
obligation to update these forward-looking statements other than as required by
law.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY PROHIBITED TERRITORY OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
31 March 2009
RECOMMENDED OFFER
by
RAVEN RUSSIA LIMITED
for the entire issued
and to be issued share capital of
RAVEN MOUNT GROUP PLC
1Introduction
The board of Raven Russia and the Independent Raven Mount Board Committee are
pleased to announce that they have reached agreement on the terms of a
recommended offer, to be made by Raven Russia, for the entire issued and to be
issued ordinary share capital of Raven Mount.
The Independent Raven Mount Board Committee, which has been so advised by Oriel
Securities, considers the terms of the Offer to be fair and reasonable.
Accordingly, the Independent Raven Mount Board Committee unanimously intends to
recommend that Raven Mount Shareholders accept the Offer. In providing its
advice to the Independent Raven Mount Board Committee, Oriel Securities has
taken into account the commercial assessments of the Independent Raven Mount
Board Committee.
2 Summary of the terms of the Offer
Raven Russia is offering to acquire, on the terms and subject to the conditions
set out in Appendix 1 of this Announcement, the entire issued and to be issued
ordinary share capital of Raven Mount on the following basis:
+-----------------------------------------------------+--------------------------------+
| for | 0.525 Units (each Unit |
| each | comprising 1 Preference Share |
| Raven | and 1 Warrant) |
| Mount Share | |
| held: | |
+-----------------------------------------------------+--------------------------------+
and so in proportion for any Raven Mount Shares held. Fractions of Preference
Shares or Warrants will not be issued to Raven Mount Shareholders and any
fractional entitlements to Preference Shares or Warrants will be disregarded.
Based on the mid price of the Preference Shares and Warrants as at the close of
business on 30 March 2009 (being the last practicable day before the date of
this Announcement), the terms of the Offer value each Unit at 104.5 pence and
hence each existing Raven Mount Share at 54.9 pence and the entire issued share
capital of Raven Mount at GBP60 million.
The Offer value would represent:
(i)a premium of 168 per cent. to Raven Mount's closing mid price of 20.5 pence
as at the close of business on 16 February 2009, the day before the 2.4
Announcement; and
(ii)a premium of 34 per cent. to Raven Mount's closing mid price of 41 pence as
at the close of business on 30 March 2009, the day before this Announcement.
Details of the trading performance of the Preference Shares and the Warrants
between 25 March 2009 (the first day that the Preference Shares and the Warrants
were admitted to trading on AIM) and the date of the Offer Document will be
included in the Offer Document, which is expected to be posted in the week
commencing 6 April 2009.
The maximum number of New Preference Shares to be issued in connection with the
Offer will be 58,309,808. Assuming this number of New Preference Shares is
issued and that no further Preference Shares are issued in the period between
the date of this Announcement and the date on which the Offer is declared or
becomes unconditional, the issued preference share capital of Raven Russia will,
immediately following that date, comprise 134,464,808 Preference Shares
(excluding the 8.1 million Preference Shares to be issued pursuant to paragraph
10 below). The existing issued ordinary share capital of Raven Russia will
remain unchanged as a consequence of the Offer other than the issue of Ordinary
Shares upon the exercise of any Warrants.
The Raven Mount Shares will be acquired by Raven Russia fully paid and free from
all liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other interests of any nature whatsoever and together with all rights
attaching thereto, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid on
or after the date on which the Offer becomes or is declared unconditional. Under
the terms of the Offer, each Raven Mount Shareholder will forego all rights to
any future dividend or undeclared dividends or other returns of capital of Raven
Mount.
The Offer will extend, subject to the terms and conditions set out in Appendix
1, to any Raven Mount Shares unconditionally allotted or issued on the date the
Offer is made and to any further Raven Mount Shares unconditionally allotted or
issued while the Offer remains open for acceptance (or such earlier date as
Raven Russia may, subject to the City Code, decide).
3 Information on the Raven Russia Group
Raven Russia was incorporated on 4 July 2005 to invest in the Russian real
estate market with an initial focus on the Warehouse market in the Moscow and
St. Petersburg regions. Raven Russia was admitted to AIM at that time and raised
GBP153 million through a placing of Ordinary Shares, and a further GBP310
million in April 2006 through a further Ordinary Share placing.
Since the IPO, Raven Russia has acquired investment properties producing a
rental income stream through indirectly held subsidiaries, and development
property portfolios (through development joint ventures), where it has acted
both as joint developer and a partner providing development finance, fully
acquiring the asset on completion.
On 26 November 2008, Raven Russia completed the Internalisation of its property
advisor, following which the Group was no longer subject to the restrictions of
its formal investment strategy.
Raven Russia has also taken pre-emptive action to ensure the security of the
business during the current letting phase of the portfolio development by
raising GBP76.2 million (gross) through the Placing.
Raven Russia's strategy is to invest, for the long term, in freehold and
leasehold property in Russia, which offers the prospect of attractive returns to
its investors. Raven Russia will continue to seek such property opportunities,
either for direct investment by entities within Raven Russia or investment with
co-investment partners.
Raven Russia's immediate focus is on the completion of its development
portfolio, leasing it to high quality tenants as well as taking advantage of
property investment opportunities in the CIS, thereby generating an attractive
rate of return for its shareholders.
Further details of Raven Russia's current trading is contained in its audited
annual results announced on 30 March 2009.
4 Information on Raven Mount
The principal activity of the Raven Mount Group and its subsidiaries is property
development in the UK and overseas.
The Raven Mount Group's current developments include mainstream property
residential schemes at Lewes, Brackley and Sheffield as well as the development
of second homes projects through its joint venture in the Cotswolds, The Lakes
and potentially, subject to planning, in Grand Bahama.
The Raven Mount Group intends to complete and realise cash from these schemes.
As at 27 March 2009 Raven Mount had net cash balances of GBP20.3 million and no
debt, excluding debt in joint ventures amounting to GBP7.1 million, of which
GBP2.25 million is guaranteed by Raven Mount. In February 2009, Raven Mount
cancelled its debt facility arrangement with the Royal Bank of Scotland.
In addition, the Raven Mount Group currently has shareholdings in Raven Russia
and Oriel Securities, which are held as current assets in the balance sheet as
it has not been the Raven Mount Group's intention to hold these assets in the
long term.
Further details of Raven Mount's current trading is contained in its preliminary
audited results announced today.
5 Background to, and reasons for Raven Russia making the Offer and its
future intentions
The Raven Russia Group is in a stable position with a portfolio of high quality
Warehouse and office buildings and continues to trade in line with the Raven
Russia Board's expectations. However, the turmoil in the world's financial
markets has hampered the Raven Russia Group's ability to raise further bank debt
and has had an effect on the valuation of the Raven Russia Group's completed
investment property assets.
This background leads the Raven Russia Board to take a cautious approach which
underpins the rationale for the Offer.
Raven Mount Group's cash together with the net proceeds from the Placing which
completed on 25 March 2009 will put the Raven Russia Group in a strong financial
position. It will provide additional working capital should the letting market
deteriorate or properties stand vacant longer than anticipated. It will also
provide the Enlarged Group with further resources to take advantage of
opportunities in a distressed market.
The 29.0 million Raven Russia Ordinary Shares owned by Raven Mount could be
cancelled, which would be enhancing to the NAV per ordinary share of Raven
Russia, thereby benefiting Raven Russia's shareholders, or they could also be
used by Raven Russia to satisfy awards under its employee incentive plans.
In addition, the Offer for Raven Mount would mean that the interests of Raven
Russia's management would be further aligned with its shareholders, as Anton
Bilton, currently Executive Deputy Chairman of Raven Russia and Executive
Chairman of Raven Mount, and Glyn Hirsch, currently Chief Executive Officer of
Raven Russia and a director of Raven Mount, would both devote all of their time
to the enlarged Raven Russia business.
If the Offer is successful, Raven Russia intends to continue working with all
the stakeholders to ensure that Raven Mount's property portfolio is managed in
order to generate an optimal return for Raven Russia as markets permit.
6 Background to and reasons for the Independent Raven Mount Board
Committee's
intention to recommend the Offer
Following the sale in October 2008 of Raven Mount's 75 per cent. interest in
Audley Court Limited and the sale in November 2008 of Raven Russia Property
Advisors Limited and Raven Russia Property Management Limited to Raven Russia,
Raven Mount's current developments include mainstream property residential
schemes at Lewes, Brackley and Sheffield as well as the development of second
homes projects through its joint venture in the Cotswolds, The Lakes and
potentially, subject to planning, in Grand Bahama.
The Independent Raven Mount Board Committee has considered the current business
and strategic options of Raven Mount and believes that the consideration under
the Offer, the value of which (based on the issue price of GBP1.00 for each Unit
pursuant to the Placing) was at a significant premium of 156 per cent. to the
Raven Mount closing mid price of 20.5 pence on 16 February 2009, being the day
before the 2.4 Announcement, provides Raven Mount shareholders with an
opportunity for:
-regular dividend payments, through the quoted Preference Share element, at a
relatively high yield, fairly reflecting the risks associated with such
securities, in the current low interest rate environment;
-participation, through the quoted Warrant element, in any future increase in
Raven Russia's share price following the injection of funds provided by the
Placing and the Offer, and the financial stability and opportunities that are
expected to be created as a result; and
- participation generally in a larger, more liquid company with an exciting
strategy and growth potential that has announced its intention to move to the
Official List this year.
In arriving at its current intention to recommend the Offer, the Independent
Raven Mount Board Committee has also considered the likely effect of the
implementation of the Offer on the business of Raven Mount, and the employees
and locations of business of the Raven Mount Group.
7 Recommendation
The Independent Raven Mount Board Committee, which has been so advised by Oriel
Securities, considers the terms of the Offer to be fair and reasonable. In
providing its advice to the Independent Raven Mount Board Committee, Oriel
Securities has taken into account the commercial assessments of the Independent
Raven Mount Board Committee. Accordingly, the Independent Raven Mount Board
Committee unanimously intends to recommend that Raven Mount Shareholders accept
the Offer.
8 The Placing
Raven Russia has raised GBP76.2 million (gross) pursuant to the Placing. Of this
amount, GBP75 million was raised through the issue of Units to Invesco. The
Preference Shares and the Warrants issued pursuant to the Placing were admitted
to trading on AIM on 25 March 2009. Details of the trading performance of the
Preference Shares and the Warrants between 25 March 2009 and the date of the
Offer Document will be included in the Offer Document, which is expected to be
posted in the week commencing 6 April 2009.
9 Irrevocable Undertakings and Letters of Intent
Raven Russia has received irrevocable undertakings and letters of intent from
the directors of Raven Mount and certain other Raven Mount Shareholders to
accept the Offer. Such irrevocable undertakings and letters of intent are in
respect of the following Raven Mount Shares:
+-----------------------------------------------------------+----------------+----------------+
| Raven | Number of | Percentage of |
| Mount Shareholder | Raven | existing |
| (*) indicates | Mount Shares | issued Raven |
| letter of intent | | Mount Shares |
| | | (approx) (%) |
+-----------------------------------------------------------+----------------+----------------+
| Anton | 26,359,007 | 24.26 |
| Bilton | | |
+-----------------------------------------------------------+----------------+----------------+
| Schroder | 17,871,445 | 16.45 |
| Investment | | |
| Management | | |
| Limited* | | |
+-----------------------------------------------------------+----------------+----------------+
| Laxey | 12,099,220 | 11.13 |
| Partners | | |
| Limited* | | |
+-----------------------------------------------------------+----------------+----------------+
| Bimaljit | 8,015,544 | 7.38 |
| Sandhu | | |
+-----------------------------------------------------------+----------------+----------------+
| Bilton | 2,600,000 | 2.39 |
| Family | | |
| Discretionary | | |
| Settlement | | |
| Trust | | |
+-----------------------------------------------------------+----------------+----------------+
| Sandhu | 2,415,634 | 2.22 |
| Family | | |
| Discretionary | | |
| Settlement | | |
| Trust | | |
+-----------------------------------------------------------+----------------+----------------+
| Raven | 2,376,000 | 2.19 |
| Mount Employee | | |
| Benefit Trust | | |
+-----------------------------------------------------------+----------------+----------------+
| The | 1,875,000 | 1.73 |
| Organon | | |
| SIPP re | | |
| Anton | | |
| Bilton | | |
+-----------------------------------------------------------+----------------+----------------+
| Godfrey | 1,449,415 | 1.33 |
| Bilton | | |
| Life | | |
| Interest | | |
| Settlement | | |
| Trust | | |
+-----------------------------------------------------------+----------------+----------------+
| The | 1,150,000 | 1.06 |
| Sandhu | | |
| Charitable | | |
| Foundation | | |
+-----------------------------------------------------------+----------------+----------------+
| MS | 726,384 | 0.67 |
| Sandhu | | |
| Life | | |
| Interest | | |
| Settlement | | |
| Trust | | |
+-----------------------------------------------------------+----------------+----------------+
| The | 600,000 | 0.55 |
| Bilton | | |
| Charitable | | |
| Foundation | | |
+-----------------------------------------------------------+----------------+----------------+
| Robert | 275,000 | 0.25 |
| Ware | | |
+-----------------------------------------------------------+----------------+----------------+
| Glyn | 250,000 | 0.23 |
| Hirsch | | |
+-----------------------------------------------------------+----------------+----------------+
| James | 222,000 | 0.20 |
| Hyslop | | |
+-----------------------------------------------------------+----------------+----------------+
| Rory | 217,666 | 0.20 |
| Macnamara | | |
+-----------------------------------------------------------+----------------+----------------+
| Mark | 17,000 | 0.02 |
| Kirkland | | |
+-----------------------------------------------------------+----------------+----------------+
Raven Mount's four largest shareholders, comprising Anton Bilton, Bim Sandhu
(who are both directors of Raven Mount), Schroder Investment Management and
Laxey Partners, who in aggregate have an interest in 74.0 per cent. of Raven
Mount's existing issued ordinary share capital, are also all shareholders in
Raven Russia, owning in aggregate 17.8 per cent. of Raven Russia's existing
issued ordinary share capital. They are all supportive of the Offer and together
Raven Russia has received irrevocable undertakings and letters of intent to
accept the Offer in respect of 78.5 million Raven Mount Shares, representing
approximately 72.3 per cent. of the existing issued Raven Mount share capital.
The irrevocable undertakings set out above will continue to be binding in the
event of a higher competing offer for Raven Mount and will cease to be binding
only if the Offer lapses or is withdrawn or the Independent Raven Mount Board
Committee fails to recommend the Offer.
10 Raven Mount 2008 Share Option Plan and Raven Mount 2008 EBT
Contribution
Raven Mount has granted options over 5,590,000 Raven Mount Shares to certain
executives under the Raven Mount 2008 Share Option Plan. Subject to the Offer
becoming or being declared unconditional in all respects, these executives have
agreed to surrender their existing options and enter into arrangements with
Raven Mount and Raven Russia such that they will receive the "in the money
value" of those options, equal to GBP1,257,750 (based on the issue price of
GBP1.00 for each Unit pursuant to the Placing), in the form of nil-cost options
over 1,257,750 Units which will be issued to the Employee Benefit Trust of Raven
Mount Limited (the "EBT") on the Offer becoming or being declared unconditional.
The Independent Raven Mount Board Committee, which has been so advised by Oriel
Securities, considers the terms of these proposals for the Raven Mount 2008
Share Option Plan to be fair and reasonable. In providing advice to the
Independent Raven Mount Board Committee, Oriel Securities has taken into account
the commercial assessments of the Independent Raven Mount Board Committee.
On 28 January 2009 and in line with the policy outlined in Raven Mount's AIM
admission document dated 31 October 2008, the Remuneration Committee of Raven
Mount approved the payment of a contribution for the year ended 31 December 2008
with a value of GBP8.1 million to the EBT, the beneficiaries of which include
the executive directors of Raven Mount, being Anton Bilton, Bim Sandhu, Glyn
Hirsch and Mark Kirkland. This contribution has been accrued in Raven Mount's
2008 year end balance sheet and is payable whether or not the Offer becomes or
is declared unconditional. Raven Mount and Raven Russia have agreed that, should
the Offer become or be declared wholly unconditional, the liability to pay the
contribution to the EBT will remain with Raven Mount until immediately after
such time, at which point it will be discharged without amendment by Raven
Russia through the issue to the EBT of the same consideration and on the same
terms as under the Offer, namely by the issue of 8.1 million Units. The trustee
of the EBT will then consider allocating the contribution in accordance with the
terms of the EBT trust deed.
The Independent Raven Mount Board Committee, which has been so advised by Oriel
Securities, considers the terms of the settlement of the Raven Mount 2008 EBT
Contribution to be fair and reasonable. In providing advice to the Independent
Raven Mount Board Committee, Oriel Securities has taken into account the
commercial assessments of the Independent Raven Mount Board Committee.
The Raven Mount 2008 EBT Contribution is also deemed to be a related party
transaction under Rule 13 of the AIM Rules for Companies. The non-executive
directors of Raven Mount consider, having consulted with Raven Mount's nominated
adviser, Shore Capital and Corporate Limited, that the terms of the Raven Mount
2008 EBT Contribution are fair and reasonable insofar as Raven Mount
Shareholders are concerned.
11 The New Preference Shares and New Warrants
Dividends will be payable on the Preference Shares quarterly in arrears at the
rate of 12 per cent. Each Warrant will entitle the holder to subscribe for one
Raven Russia Ordinary Share at the price of 25 pence at any time on or before 25
March 2019. Further summarised terms of the Preference Shares and Warrants are
set out in Appendix 4 to this Announcement.
The New Preference Shares will be issued credited as fully paid, and on
identical terms to and will rank pari passu with, the Preference Shares in issue
at the time the New Preference Shares are issued pursuant to the Offer. All
dividends and other distributions declared, made or paid on the Preference
Shares, including New Preference Shares, shall accrue from the date of issue of
such preference shares.
The Preference Shares and Warrants have been created under the Law.
The ISIN codes for the Preference Shares and Warrants are GG00B55K7B92 and
GG00B55K7758 respectively.
12 Related Party Transaction
The Offer comprises a related party transaction under Rule 13 of the AIM Rules
for Companies as a consequence of Anton Bilton being a substantial shareholder
in Raven Mount. With exception of Anton Bilton and Glyn Hirsch (for the reasons
set out below), the directors of Raven Russia consider, having consulted with
Numis, its nominated adviser, that the terms of the Offer are fair and
reasonable insofar as the Ordinary Shareholders are concerned. Neither Anton
Bilton nor Glyn Hirsch have taken part in the board deliberations of Raven
Russia in respect of the Offer in light of their position as directors of Raven
Mount and Anton Bilton's position as a substantial shareholder in Raven Mount.
13 Raven Mount Management and Employees
Raven Russia intends that the existing employment rights, including pension
rights, of the executive directors, management and employees of the Raven Mount
Group will be fully safeguarded.
14 Interests in relevant Raven Mount securities
Raven Russia and persons acting in concert with Raven Russia (including, without
limitation, the directors of Raven Russia together with their close relatives
and related trusts and other Interested Persons) are interested in, or have a
right to subscribe for, the following relevant Raven Mount securities:
+-------------------------------------------------------+------------------+-----------------+
| Registered | Nature of | Number of Raven |
| holder | interest or | Mount Shares |
| | right | |
+-------------------------------------------------------+------------------+-----------------+
| David | beneficial owner | 105,354 |
| Christopher | of Raven Mount | |
| Moore | Shares | |
+-------------------------------------------------------+------------------+-----------------+
| Colin | beneficial owner | 844 |
| Andrew | of Raven Mount | |
| Smith1 | Shares | |
+-------------------------------------------------------+------------------+-----------------+
| Anton | legal and | 26,359,007 |
| John | beneficial owner | |
| Godfrey | of Raven Mount | |
| Bilton | Shares | |
+-------------------------------------------------------+------------------+-----------------+
| Glyn | legal and | 250,000 |
| Vincent | beneficial owner | |
| Hirsch | of Raven Mount | |
| | Shares | |
+-------------------------------------------------------+------------------+-----------------+
| The | legal owner of | 1,875,000 |
| Organon | Raven Mount | |
| SIPP re | Shares | |
| Anton | | |
| Bilton2 | | |
+-------------------------------------------------------+------------------+-----------------+
| Godfrey | legal owner of | 1,449,415 |
| Bilton | Raven Mount | |
| Life | Shares | |
| Interest | | |
| Settlement | | |
| Trust3 | | |
+-------------------------------------------------------+------------------+-----------------+
| Bilton | legal owner of | 2,600,000 |
| Family | Raven Mount | |
| Discretionary | Shares | |
| Settlement | | |
| Trust4 | | |
+-------------------------------------------------------+------------------+-----------------+
| The | legal owner of | 600,000 |
| Bilton | Raven Mount | |
| Charitable | Shares | |
| Foundation5 | | |
+-------------------------------------------------------+------------------+-----------------+
| Tenon | legal owner of | 2,376,000 |
| (IOM) | Raven Mount | |
| Limited6 | Shares | |
+-------------------------------------------------------+------------------+-----------------+
1. These shares are held by the Lorier Retirement Annuity Trust Scheme, of which
Colin Smith is a trustee and beneficiary.
2. The Organon SIPP re Anton Bilton is a Self Invested Personal Pension of which
Anton Bilton is a trustee and beneficiary.
3. The Godfrey Bilton Life Interest Settlement Trust of 1st Floor, 21
Knightsbridge, London SW1X 7LY, was formed on 17 June 2002. Its trustees are
Anton Bilton and Martin Davies and its beneficiaries are the Life Tenant (being
Anton Bilton's children) and their children and remoter issue (grandchildren,
great grandchildren and so on).
4. The Bilton Family Discretionary Settlement Trust of 1st Floor, 21
Knightsbridge, London SW1X 7LY was formed on 17 October 2007. Its trustees are
Anton Bilton and Martin Davies and its intended beneficiaries are Anton Bilton's
children, remoter issue, father, siblings, charitable organisations and anyone
whom the trustees shall add to the beneficiary class. Anton Bilton and his wife
are excluded from benefiting from the trust.
5. The Bilton Charitable Foundation, of 1st Floor, 21 Knightsbridge, London SW1X
7LY, was formed on 26 March 2007. Its trustees are Anton Bilton, Martin Davies
and Lisa Bilton and its beneficiaries are as nominated at the discretion of the
trustees.
6. Tenon (IOM) Limited is the trustee of the Raven Mount Employee Benefit Trust.
Anton Bilton and Glyn Hirsch are interested in those shares in their capacity as
potential beneficiaries under the Raven Mount Employee Benefit Trust.
In addition, Anton Bilton and Glyn Hirsch have each been granted 1,550,000
options over Raven Mount Shares pursuant to the Raven Mount 2008 Share Option
Plan.
Other than as set out above, neither Raven Russia nor any person acting in
concert with Raven Russia (including, without limitation, the directors of Raven
Russia together with their close relatives and related trusts and other
Interested Persons) have any interest in or right to subscribe for or any short
position in any relevant Raven Mount securities or have borrowed or lent (save
for any borrowed shares which have been on-lent or sold) any relevant Raven
Mount securities.
There are no arrangements of the kind referred to in Note 6(b) on Rule 8 of the
City Code existing with Raven Russia, or any associate of Raven Russia, or with
Raven Mount or any associate of Raven Mount in relation to any relevant
securities.
15 Compulsory Acquisition, De-Listing and Re-Registration
If Raven Russia receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the Raven Mount
Shares to which the Offer relates and of the voting rights carried by those
Raven Mount Shares and assuming that all of the other conditions of the Offer
have been satisfied or waived (if capable of being waived), Raven Russia intends
to exercise its rights in accordance with sections 974 to 991 of the Companies
Act 2006 to acquire compulsorily the remaining Raven Mount Shares to which the
Offer relates on the same terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules for Companies, Raven
Russia intends to procure that Raven Mount applies to the London Stock Exchange
for the delisting and the cancellation of trading in Raven Mount Shares on AIM
and the Raven Mount Directors have agreed to instruct Raven Mount's nominated
adviser to assist and expedite the making of any such application accordingly.
It is anticipated that such delisting and the cancellation will take effect no
earlier than 20 Business Days after the Offer becomes or is declared
unconditional in all respects (provided that Raven Russia has acquired, or
agreed to acquire, existing issued share capital carrying 75 per cent. of the
voting rights of Raven Mount). Delisting and the cancellation of trading of
Raven Mount Shares will significantly reduce the liquidity and marketability of
any Raven Mount Shares not acquired by Raven Russia.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects and after the delisting and the cancellation of
the admission to trading of the Raven Mount Shares on AIM, Raven Mount will be
re-registered as a private limited company under the provisions of sections 979
to 982 of the Companies Act 2006.
16 General
The formal Offer Document setting details of the Offer will be despatched to
Raven Mount Shareholders by Raven Russia as soon as practicable, within 28 days
of the date of this Announcement, unless otherwise agreed with the Panel.
Currently, it is expected that the Offer Document will be posted to Raven Mount
Shareholders in the week commencing 6 April 2009.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the London Stock Exchange and other legal or
regulatory requirements. The Offer will comply with the provisions of the City
Code.
The Offer will be subject to the conditions and certain further terms set out in
Appendix 1. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2. Certain terms used in this
Announcement are defined in Appendix 3. Appendix 4 contains a summary of the
terms of the Preference Shares and the Warrants.
This Announcement can be found on Raven Russia's website:
http://www.ravenrussia.com/ and Raven Mount's website:
http://www.theravengroup.co.uk
Press enquiries
+------------------------------------------------+----------------------+
| Raven Russia Limited | Tel: +44 (0)1481 71 |
| | 2955 |
+------------------------------------------------+----------------------+
| Anton Bilton / Glyn Hirsch | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Bell Pottinger Corporate & Financial | Tel: +44 (0)20 7861 |
| | 3232 |
+------------------------------------------------+----------------------+
| Charles Cook / Andrew Benbow | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Numis Securities Limited | Tel: +44 (0)20 7260 |
| | 1000 |
+------------------------------------------------+----------------------+
| Nick Westlake / Rupert Krefting (NOMAD, | |
| Financial Adviser and Joint Broker to Raven | |
| Russia Limited) | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Singer Capital Markets Limited | Tel: +44 (0)20 3205 |
| | 7500 |
+------------------------------------------------+----------------------+
| James Maxwell / Brad Cheng (Joint Broker to | |
| Raven Russia Limited) | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Raven Mount Group plc | Tel: +44 (0)20 7235 |
| | 0422 |
+------------------------------------------------+----------------------+
| Bim Sandhu / Mark Kirkland | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Oriel Securities Limited (Financial Adviser | Tel: +44 (0)20 7710 |
| and Joint Broker to Raven Mount Group plc) | 7600 |
+------------------------------------------------+----------------------+
| Simon Bragg / Michael Shaw / Neil Langford | |
+------------------------------------------------+----------------------+
| | |
+------------------------------------------------+----------------------+
| Shore Capital and Corporate Limited (NOMAD and | Tel: +44 (0)20 7408 |
| Joint Broker to Raven Mount Group plc) | 4090 |
+------------------------------------------------+----------------------+
| Guy Peters / Pascal Keane | |
+------------------------------------------------+----------------------+
This Announcement is not intended to be, and does not constitute, or form any
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this Announcement in or into any jurisdiction in
contravention of any applicable law. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Raven Mount Shares, the Form
of Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis
of information contained in or referred to in the Offer Document which Raven
Russia expects to despatch to Raven Mount Shareholders and, for information
only, to holders of options over Raven Mount Shares in the week commencing 6
April 2009.
The Raven Russia Directors accept responsibility for the information contained
in this Announcement, except for the information in this Announcement relating
to Raven Mount, its subsidiaries and their respective businesses, the Raven
Mount Directors and their close relatives and related trusts and other
Interested Persons (as defined below) and persons acting in concert with, and
associates of, Raven Mount. Subject to the foregoing, to the best of the
knowledge and belief of the Raven Russia Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this Announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of that information.
The Raven Mount Directors accept responsibility for the information contained in
this Announcement concerning Raven Mount, its subsidiaries and their respective
businesses, themselves and their close relatives and related trusts and other
Interested Persons (as defined below) and persons acting in concert with, and
associates of, Raven Mount. To the best of the knowledge and belief of the Raven
Mount Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this Announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of that information.
The directors of the Independent Raven Mount Board Committee each accept
responsibility for any opinion attributed to the Independent Raven Mount Board
Committee contained in this Announcement, including the unanimous intention to
recommend the Offer contained in paragraph 7 of this Announcement.
Numis Securities, which is regulated by the Financial Services Authority, is
acting for Raven Russia in connection with the Offer and no-one else and will
not be responsible to anyone other than Raven Russia for providing the
protections afforded to customers of Numis Securities or for providing advice in
relation to the Offer.
Oriel Securities, which is regulated by the Financial Services Authority, is
acting for Raven Mount in connection with the Offer and no-one else and will not
be responsible to anyone other than Raven Mount for providing the protections
afforded to customers of Oriel Securities or for providing advice in relation to
the Offer.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.
Neither the Guernsey Financial Services Commission nor the States of Guernsey
Policy Council takes any responsibility for the financial soundness of Raven
Russia or the correctness of any of the statements made or opinions expressed
with regard to it.
Raven Russia is registered in Guernsey and authorised by the Guernsey Financial
Services Commission under Section 8 of the Protection of Investors (Bailiwick of
Guernsey) Law 1987.
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code, Raven Russia confirms that its
issued ordinary share capital at the close of business on 16 February 2009 and
30 March 2009 consisted of 512,552,915 Raven Russia Ordinary Shares of one penny
each. Raven Russia holds no Raven Russia Ordinary Shares in treasury. Raven
Russia (Guernsey) 2 Limited, a subsidiary undertaking of Raven Russia, holds 5
million Raven Russia Ordinary Shares over which it has agreed to waive its
voting rights. The International Securities Identification Number for Raven
Russia Ordinary Shares is GB00B0D5V538. In addition, Raven Russia has issued on
the 30 March 2009 76,155,000 Preference Shares and 76,155,000 Warrants. The
International Securities Identification Number for the Preference Shares is
GG00B55K7B92 and the International Securities Identification Number for Warrants
is GG00B55K7758.
In accordance with Rule 2.10 of the City Code, Raven Mount confirms that its
issued ordinary share capital as at the close of business on 16 February 2009
and 30 March 2009 consists of 108,670,588 Raven Mount Shares. Raven Mount holds
5,728,729 Raven Mount Shares in treasury. The International Securities
Identification Number for Raven Mount Shares is GB00B3CRHN14.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Raven Russia or of Raven Mount, all "dealings" in any "relevant
securities" of Raven Russia or Raven Mount (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer becomes or is declared
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Raven Russia or of Raven Mount, they will
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Raven Russia or of Raven Mount, by Raven Russia or Raven Mount,
or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Overseas territories
The distribution of this Announcement in jurisdictions other than England and
Wales may be restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than England and Wales should inform themselves
about, and observe, any applicable requirements. In particular, no offer will be
made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile transmission,
internet, email, telex or telephone) of interstate or foreign commerce of, or
any facility of a national state or other securities exchange of a Prohibited
Territory and subject to certain exceptions no offer will be capable of
acceptance by any such use, means instrumentality or facility from within any
Prohibited Territories. Copies of this Announcement and any related offer
documentation are not being, will not be, and must not be, mailed or otherwise
distributed or sent in or into any Prohibited Territory.
This Announcement is not intended to, and does not, constitute or form any part
of an offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any securities nor shall
there be any sale, issuance or transfer of the securities referred to in this
Announcement in the United States or any jurisdiction in contravention of
applicable law.
The Preference Shares and the Warrants (and the New Preference Shares and the
New Warrants) have not been, and will not be, registered under the US Securities
Act of 1933, as amended (the "Securities Act"), or under the securities laws of
any state, district, province or other jurisdiction of the United States,
Canada, Australia, the Republic of South Africa or Japan or any other Prohibited
Territory. No regulatory clearances in respect of the Preference Shares or
Warrants (or the New Preference Shares or the New Warrants) have been, or will
be, applied for in any state, province, territory or jurisdiction other than the
United Kingdom. Accordingly, unless an exemption under relevant securities laws
is applicable, the Preference Shares and Warrants (and the New Preference Shares
and the New Warrants) are not being, and may not be, offered, sold, resold,
delivered, distributed or otherwise transferred, directly or indirectly, in or
into any Prohibited Territory or to or for the account or benefit of any
resident of a Prohibited Territory.
The availability of an offer to Raven Mount Shareholders who are not resident
in, and citizens of, the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
This Announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.
Forward-looking statements
This Announcement may contain "forward-looking statements" concerning Raven
Russia and Raven Mount. Generally, the words "anticipate", "believe",
"estimate", "expect", "forecast", "intend", "may", "plan", "project", "should"
and similar expressions identify forward-looking statements. Such statements
reflect the relevant company's current views with respect to future events and
are subject to risks and uncertainties that could cause the actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as changes in
general economic and business conditions, changes in currency exchange rates and
interest rates, lack of acceptance of new exchange rates and interest rates,
introduction of competing products or services, lack of acceptance of new
products or services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be placed on such
statements. Neither Raven Russia nor Raven Mount intends or assumes any
obligation to update these forward-looking statements other than as required by
law.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions of the Offer
Except where the context otherwise requires, references in this Appendix to:
(a)the "Offer" include any revision or extension of it; and
(b)the Offer "becoming unconditional" include references to the Offer being
declared unconditional, and are to be construed as references to the Offer
becoming unconditional as to acceptances whether or not any other condition of
the Offer remains to be fulfilled.
1The Offer will be subject to the following conditions.
1.1 Valid acceptances being received (and not, where permitted, withdrawn) by
no later than 1.00 p.m. on the first closing date of the Offer (or such later
time(s) and/or date(s) as Raven Russia may (with the consent of the Panel or in
accordance with the City Code) decide) in respect of not less than 90% (or such
lesser percentage as Raven Russia may decide) in nominal value of the Raven
Mount Shares to which the Offer relates AND not less than 90% (or such lesser
percentage as Raven Russia may decide) of the voting rights carried by the Raven
Mount Shares to which the Offer relates, provided that this condition will not
be satisfied unless Raven Russia and/or its subsidiaries shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, Raven Mount
Shares carrying in aggregate more than 50% of the voting rights then normally
exercisable at general meetings of Raven Mount (including for this purpose to
the extent, if any, required by the Panel any votes attributable to Raven Mount
Shares which are unconditionally allotted or issued fully paid (or credited as
fully paid) before the Offer becomes unconditional, whether pursuant to the
exercise of conversion or subscription rights or otherwise).
For the purpose of this condition:
(a)the expression "Raven Mount Shares to which the Offer relates" shall be
construed in accordance with sections 974-991 of the Companies Act 2006; and
(b)Raven Mount Shares which have been unconditionally allotted but not issued
shall be deemed to carry the votes which they will carry upon issue.
1.2 The London Stock Exchange agreeing to admit the New Preference Shares and
the New Warrants to trading on AIM and (unless the Panel agrees otherwise) such
admission becoming effective in accordance with the Guidance to Rule 2.1 of the
London Stock Exchange's Admission and Disclosure Standards and the AIM Rules for
Companies.
1.3 It being established in terms satisfactory to Raven Russia that the
proposed acquisition of Raven Mount by Raven Russia, or any matters arising from
it, will not be referred to the Competition Commission under the Enterprise Act
2002 and/or that it is not the intention of the European Commission, pursuant to
Council Regulation (EC) 139/2004, either to initiate proceedings under article
6(1)(c) or to make a referral to a competent authority of the United Kingdom
under article 9(1).
1.4 No government or governmental, quasi-governmental, supranational,
statutory or regulatory body, court, trade agency, professional association or
any other person or body in any jurisdiction ("Authorities") having instituted
or threatened any action, proceedings, suit, enquiry or investigation or made,
proposed or enacted after the date of this Announcement any statute, regulation
or order that would or might:
(a)make the Offer or the acquisition or proposed acquisition of any Raven Mount
Shares illegal or otherwise restrain, prohibit, restrict or interfere in or
delay implementation of, or impose additional conditions or obligations with
respect to, or otherwise challenge the proposed acquisition of Raven Mount or
any Raven Mount Shares by Raven Russia;
(b)require or prevent the divestiture by Raven Russia or any of its subsidiaries
or any of its associated companies (together the "wider Raven Russia Group") or
by Raven Mount or any of its subsidiaries or any associated person (together the
"wider Raven Mount Group") of all or any part of their respective businesses,
assets or property or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or property;
(c)impose any limitation on the ability of a member of the Raven Russia Group to
acquire or hold or effectively to exercise all rights of ownership of Raven
Mount Shares or on the ability of a member of the Raven Mount Group or of the
Raven Russia Group to hold or effectively to exercise all or any rights of
ownership of shares in a member of the wider Raven Mount Group or to exercise
management control over a member of the wider Raven Mount Group; or
(d)otherwise adversely affect the business, profits or prospects of a member of
the wider Raven Mount Group or of the wider Raven Russia Group, and
all applicable waiting periods during which any such Authority could institute,
implement or threaten any such action, proceedings, suit, enquiry or
investigation having expired or been terminated. For this purpose an "associate"
means a corporation of which not less than 20% of the equity share capital is
held, directly or indirectly, by the relevant Group and a partnership or joint
venture in which a member of the relevant Group is interested, directly or
indirectly.
1.5 There being no provision of any arrangement, agreement, licence or other
instrument to which a member of the wider Raven Mount Group is a party, or by or
to which any of those members or any of their assets may be bound or be subject,
which could, in consequence of the proposed acquisition of any of the Raven
Mount Shares by Raven Russia or otherwise, result in:
(a) monies borrowed by or other indebtedness of any such member being or
becoming repayable or capable of being declared repayable prior to their stated
maturity or the ability of any such member to incur indebtedness being withdrawn
or inhibited;
(b) any arrangement, agreement, licence, or other instrument being terminated
or adversely modified or adverse action being taken or an onerous obligation
arising under it;
(c) the interests or business of any member of the wider Raven Mount Group in
or with another firm, venture, company, body or asset (or any arrangements
relating to that business or interests) being terminated, modified or affected;
(d) any member of the wider Raven Mount Group ceasing to be able to carry on
business under a name under which it presently does so;
(e) the creation of a mortgage, charge, security or other interest over the
whole or any part of the business, property or assets of any member of the wider
Raven Mount Group or any such security (whenever arising or having arisen)
becoming enforceable; or
(f) the disposal of assets or creation of liabilities by any member of the
wider Raven Mount Group (other than in the ordinary course of business).
1.6 All necessary filings having been made, all appropriate waiting periods
under any applicable legislation or regulation of any territory having expired
or been terminated, all necessary statutory and regulatory obligations in
connection with the Offer in any jurisdiction having been complied with and all
authorisations, orders, grants, recognitions, confirmations, clearances,
consents, permissions and approvals necessary for or appropriate to the proposed
acquisition in any jurisdiction being obtained in terms and in form satisfactory
to Raven Russia from all appropriate Authorities or persons with whom any member
of the wider Raven Mount Group has entered into contractual arrangements, and
those authorisations, orders, grants, recognitions, confirmations, clearances,
consents, permissions and approvals remaining in full force and effect and no
notice of an intention to revoke or not to renew them having been received.
1.7 Other than as disclosed in Raven Mount's audited preliminary results for
the financial year ending 31 December 2008 announced on the date of this
Announcement, publicly announced through a Regulatory Information Service or
otherwise fairly disclosed in writing to Raven Russia after 26 January 2009 but
prior to the date of this Announcement, by or on behalf of any member of the
Raven Mount Group:
(a) save for options granted, and for the issue of shares on the exercise of
options granted prior to 31 December 2008 under the Raven Mount 2008 Share
Option Plan and/or the Trust, Raven Mount has not issued or authorised or
proposed the issue of additional shares of any class or securities convertible
into, or rights, warrants or options to acquire, any shares or other securities
or redeemed, purchased or reduced any part of its share capital;
(b) Raven Mount has not declared, paid or made or proposed to declare, pay or
make a dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in Raven Mount;
(c) Raven Mount has not authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change in its share
or loan capital or, save in the ordinary course of business, a disposal of
assets, creation of a mortgage or encumbrance over assets (or any right, title
or interest in any assets) or issue of debentures;
(d) Raven Mount has not otherwise than in the ordinary course of business
incurred or increased any indebtedness or contingent liability which is material
in the context of the Raven Mount Group taken as a whole, or entered into a
material contract, arrangement, reconstruction or amalgamation;
(e) Raven Mount has not purchased, redeemed or announced a proposal to
purchase or redeem any of its own shares or other securities;
(f) Raven Mount has not proposed a voluntary winding-up;
(g) Raven Mount has not been unable, or admitted in writing that it is
unable, to pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(h) Raven Mount has not waived or compromised a claim which is material in
the context of the relevant member of the Raven Mount Group;
(i) Raven Mount has not disposed or transferred, mortgaged or encumbered
assets or any right, title or interest in an asset or entered into a contract or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long-term or unusual nature or which involves or could involve an obligation
of a nature or magnitude which is material in the context of the Raven Mount
Group taken as a whole;
(j) Raven Mount has not entered into or varied the terms of a service or
consultancy agreement with or in respect of the services of any of the directors
of Raven Mount; or
(k) Raven Mount has not entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in this paragraph
(other than those specifically excluded).
1.8 Other than as disclosed in Raven Mount's audited preliminary results for
the financial year ending 31 December 2008 announced on the date of this
Announcement, publicly announced through a Regulatory Information Service or
otherwise fairly disclosed in writing to Raven Russia after 26 January 2009 but
prior to the date of this Announcement, by or on behalf of any member of the
Raven Mount Group:
(a) there having been no receiver or administrative receiver or administrator
appointed over a material part of the assets of any member of the wider Raven
Mount Group or analogous proceedings or steps having taken place under the laws
of any relevant jurisdiction and there having been no petition presented for the
administration of any member of the wider Raven Mount Group or any equivalent
proceedings or steps taken under the laws of any relevant jurisdiction;
(b) there having been no material adverse change in the financial or trading
position or prospects of a member of the wider Raven Mount Group;
(c) no material litigation, arbitration proceedings, prosecution or other
legal proceedings having been instituted or threatened or remaining outstanding
against or by a member of the wider Raven Mount Group (whether as plaintiff or
defendant or otherwise); and
(d) no contingent liability having arisen which might be likely materially
and adversely to affect a member of the wider Raven Mount Group.
1.9 Other than as disclosed in Raven Mount's audited preliminary results for
the financial year ending 31 December 2008 announced on the date of this
Announcement, publicly announced through a Regulatory Information Service or
otherwise fairly disclosed in writing to Raven Russia after 26 January 2009 but
prior to the date of this Announcement, by or on behalf of any member of the
Raven Mount Group:
(a) that the financial or business information concerning the wider Raven
Mount Group as contained in the information publicly disclosed at any time by a
member of the wider Raven Mount Group either contains a material
misrepresentation of fact or omits a fact necessary to make the information
contained in it not materially misleading or that any contingent liability
disclosed in that information would or might materially and adversely affect
directly or indirectly the business, profits or prospects of a member of the
wider Raven Mount Group;
(b) that a partnership or company in which a member of the wider Raven Mount
Group has a significant economic interest and which is not a subsidiary of Raven
Mount is subject to a material liability, contingent or otherwise, which is not
disclosed in the annual report and accounts of Raven Mount for the financial
year ended 31 December 2008;
(c) that a past or present member of the wider Raven Mount Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the disposal, spillage or leakage of waste or disposal or emission of
hazardous substances and that this non-compliance would be likely to give rise
to a material liability (whether actual or contingent) on the part of a member
of the wider Raven Mount Group;
(d) that there has been a disposal, spillage or leakage of waste or hazardous
substances on, or there has been an emission of waste or hazardous substances
from, a property now or previously owned, occupied or made use of by a past or
present member of the wider Raven Mount Group which would be likely to give rise
to any material liability (whether actual or contingent) on the part of any
member of the wider Raven Mount Group;
(e) that there is a material liability (whether actual or contingent) to make
good, repair, reinstate or clean-up any property now or previously owned,
occupied or made use of by a past or present member of the wider Raven Mount
Group under any environmental legislation, regulation or order of any Authority;
(f) that circumstances exist (whether as a result of the making of the Offer
or otherwise) which would be likely to lead to any Authority instituting, or as
a result of which a member of the wider Raven Russia Group or a present or past
member of the wider Raven Mount Group would be likely to be required to
institute, an environmental audit or to take other steps which would in any such
case be likely to result in an actual or contingent material liability to make
good, repair, reinstate, or clean up property now or previously owned, occupied
or made use of by a member of the wider Raven Mount Group; or
(g) that circumstances exist as a result of which a person or class of
persons would be likely to have a claim in respect of a product or process of
manufacture or materials used in them now or previously manufactured, sold or
carried out by a past or present member of the wider Raven Mount Group which
would be likely materially and adversely to affect a member of the wider Raven
Mount Group,
and for the purposes of this paragraph 1.9 a person shall be deemed to own or
have owned property if it has or had (as the case may be) any interest in it.
2 Raven Russia reserves the right to waive, in whole or in part, all or any
of paragraphs 1.3 to paragraph 1.9 inclusive. Paragraphs 1.2 to paragraph 1.9
inclusive must be satisfied as at, or waived on or before, the 21st day after
the later of the first closing date and the date on which paragraph 1.1 is
fulfilled (or in each such case such later date as the Panel may agree). Raven
Russia shall, however, be under no obligation to waive or treat as fulfilled any
of paragraphs 1.2 to paragraph 1.9 inclusive that has not been fulfilled by a
date earlier than the latest date specified above for its satisfaction
notwithstanding that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
3 If Raven Russia is required by the Panel to make an offer or offers for
Raven Mount Shares under the provisions of Rule 9 of the City Code, Raven Russia
may make such alterations to the conditions as are necessary to comply with the
provisions of that rule.
4 The Offer will lapse if, before 1.00 p.m. on the first closing date of the
Offer or the date when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later, the acquisition by Raven Russia of Raven
Mount is either referred to the Competition Commission or results in the
European Commission, pursuant to Council Regulation (EC) 139/2004, initiating
proceedings under article 6(1)(c) or making a referral to a competent authority
of the United Kingdom under article 9(1).
Certain further terms of the Offer
5 The Offer will comply with the City Code and will be governed by and
construed in accordance with English law. The English courts will have exclusive
jurisdiction for determining any matter which may arise under or in connection
with any such contract.
6 The Raven Mount Shares will be acquired by Raven Russia fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other interests of any nature whatsoever and together with
all rights attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date on which the Offer becomes or is declared
unconditional. On accepting the Offer, each Raven Mount Shareholder foregoes all
rights to any future dividend or undeclared dividends or other returns of
capital of Raven Mount.
Under Rule 13.4 of the City Code, an offeror should not invoke any condition or
pre-condition of an offer so as to cause an offer not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right to invoke the
condition or pre-condition are of material significance to the offeror in the
context of that offer. The acceptance condition is not subject to Rule 13.4.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated, all share prices are derived from the Daily Official
List and represent the closing mid price on the relevant date.
Unless otherwise stated, the financial information relating to Raven Mount has
been extracted or derived, without material adjustment, from Raven Mount's
preliminary audited accounts for the year ended 31 December 2008.
Unless otherwise stated, the financial information relating to Raven Russia has
been extracted or derived, without material adjustment, from Raven Russia's
audited accounts and the audited and consolidated financial statements for the
year ended 31 December 2008.
Appendix 3
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
requires otherwise:
+---------------------------+------------------------------------------------+
| "GBP" and "p" | respectively pounds and pence sterling, the |
| | lawful currency of the United Kingdom |
+---------------------------+------------------------------------------------+
| "2.4 Announcement" | the announcement issued by Raven Russia and |
| | Raven Mount on 17 February 2009 in relation to |
| | the possible offer to be made by Raven Russia |
| | to acquire the entire issued and to be issued |
| | share capital of Raven Mount |
+---------------------------+------------------------------------------------+
| "Announcement" | this announcement issued by Raven Russia and |
| | Raven Mount on 31 March 2009 in relation to |
| | the Offer |
+---------------------------+------------------------------------------------+
| "2006 Act" | the Companies Act 2006 (as amended) |
+---------------------------+------------------------------------------------+
| "Act" | the Companies Act 1985 (as amended) |
+---------------------------+------------------------------------------------+
| "AIM Rules for Companies" | the AIM Rules for Companies published by the |
| | London Stock Exchange from time to time |
+---------------------------+------------------------------------------------+
| "AIM" | the AIM market operated by the London Stock |
| | Exchange |
+---------------------------+------------------------------------------------+
| "Associates" | has the meaning given to it in section 988(1) |
| | of the Companies Act 2006 |
+---------------------------+------------------------------------------------+
| "Business Day" or | a day (other than a Saturday or a Sunday) in |
| "business day" | which clearing banks in the City of London are |
| | generally open for business |
+---------------------------+------------------------------------------------+
| "certificated" or "in | in certificated form (that is, not CREST) |
| certificated form" | |
+---------------------------+------------------------------------------------+
| "CIS" | Commonwealth of Independent States |
+---------------------------+------------------------------------------------+
| "City Code" | the City Code on Takeovers and Mergers issued |
| | by the Panel on Takeovers and Mergers in the |
| | United Kingdom and, from time to time, any |
| | successor or replacement body thereof |
+---------------------------+------------------------------------------------+
| "CREST" | the computerised settlement system operated by |
| | Euroclear which facilitates the transfer of |
| | title to shares in uncertificated form |
+---------------------------+------------------------------------------------+
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 |
| | (SI 2001/3755), as amended |
+---------------------------+------------------------------------------------+
| "Daily Official List" | the daily official list of the London Stock |
| | Exchange |
+---------------------------+------------------------------------------------+
| "Enlarged Group" | the Raven Russia Group as enlarged following |
| | completion of the Offer |
+---------------------------+------------------------------------------------+
| "Form of Acceptance" | the form of acceptance and authority for use |
| | in connection with the Offer |
+---------------------------+------------------------------------------------+
| "Independent Raven | the directors of Raven Mount with the |
| Mount Board Committee" | exception of Anton Bilton and Glyn Hirsch |
| | (both of whom are also directors of Raven |
| | Russia) |
+---------------------------+------------------------------------------------+
| "Interested Persons" | in relation to a director, his spouse or civil |
| | partner and any child or step-child of his |
| | under the age of 18 years and other persons |
| | (including, without limit, bodies corporate) |
| | whose interests that director is taken or |
| | treated as having by virtue of the application |
| | of Part 22 of the 2006 Act |
+---------------------------+------------------------------------------------+
| "Internalisation" | the acquisition by Raven Russia of the entire |
| | issued share capital of Raven Russia Property |
| | Advisors Limited and Raven Russia Property |
| | Management Limited pursuant to a framework |
| | agreement which completed on 26 November 2008 |
+---------------------------+------------------------------------------------+
| "Invesco" | Invesco Asset Management Limited |
+---------------------------+------------------------------------------------+
| "Law" | the Companies (Guernsey) Law, 2008 as amended |
+---------------------------+------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
+---------------------------+------------------------------------------------+
| "NAV" | net asset value |
+---------------------------+------------------------------------------------+
| "New Preference Shares" | the new Preference Shares to be allotted and |
| | issued to Raven Mount Shareholders pursuant to |
| | the Offer |
+---------------------------+------------------------------------------------+
| "New Warrants" | the new Warrants to be allotted and issued to |
| | Raven Mount Shareholders pursuant to the Offer |
+---------------------------+------------------------------------------------+
| "Numis Securities" | Numis Securities Limited |
+---------------------------+------------------------------------------------+
| "Offer" | the recommended offer by Raven Russia to |
| | acquire the entire issued and to be issued |
| | share capital of Raven Mount on the terms and |
| | subject to the conditions set out in the Offer |
| | Document and, where the context so requires, |
| | any subsequent revision, variation, extension |
| | or renewal thereof |
+---------------------------+------------------------------------------------+
| "Offer Document" | the document to be sent to Raven Mount |
| | Shareholders containing the terms and |
| | conditions of the Offer |
+---------------------------+------------------------------------------------+
| "Ordinary Shareholder" | a holder of Ordinary Shares |
+---------------------------+------------------------------------------------+
| "Ordinary Shares" | ordinary shares of GBP0.01 each in the capital |
| | of Raven Russia |
+---------------------------+------------------------------------------------+
| "Oriel Securities" | Oriel Securities Limited |
+---------------------------+------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+---------------------------+------------------------------------------------+
| "Placing Agreement" | the agreement dated 17 February 2009 between |
| | Raven Russia, Numis and Singer relating to the |
| | Placing, details of which will be set out in |
| | the Prospectus Equivalent Document |
+---------------------------+------------------------------------------------+
| "Placing Price" | GBP1.00 per Unit |
+---------------------------+------------------------------------------------+
| "Placing" | the conditional placing by Numis and Singer, |
| | on behalf of the Raven Russia, of up to 125 |
| | million Units at the Placing Price pursuant to |
| | the terms and conditions of the Placing |
| | Agreement which was completed on 25 March 2009 |
+---------------------------+------------------------------------------------+
| "Preference Shares" | the cumulative redeemable preference shares of |
| | GBP0.01 each in the capital of Raven Russia |
+---------------------------+------------------------------------------------+
| "Prohibited Territories" | Australia, Japan, the Republic of South Africa |
| or "Prohibited Territory" | and their respective territories and |
| | possessions and any other jurisdiction where |
| | local laws or regulations may result in a |
| | significant risk of civil, regulatory or |
| | criminal exposure for Raven Russian or Raven |
| | Mount if information or documents concerning |
| | the Offer were to be sent or made available to |
| | Raven Mount Shareholders in that jurisdiction |
+---------------------------+------------------------------------------------+
| "Prospectus Equivalent | the equivalent information document to be |
| Document" | published by Raven Russia and to be sent to |
| | Raven Mount Shareholders with the Offer |
| | Document |
+---------------------------+------------------------------------------------+
| "Raven Mount" | Raven Mount Group plc |
+---------------------------+------------------------------------------------+
| "Raven Mount 2008 EBT | the contribution with a value of GBP8.1 |
| Contribution" | million payable by Raven Mount to the Employee |
| | Benefit Trust of Raven Mount Limited |
+---------------------------+------------------------------------------------+
| "Raven Mount Directors" | the directors of Raven Mount |
+---------------------------+------------------------------------------------+
| "Raven Mount Group" | Raven Mount and its subsidiaries and |
| | subsidiary undertakings |
+---------------------------+------------------------------------------------+
| "Raven | holders of Raven Mount Shares |
| Mount Shareholders" | |
+---------------------------+------------------------------------------------+
| "Raven Mount Shares" | the ordinary shares of GBP0.001 each in the |
| | capital of Raven Mount |
+---------------------------+------------------------------------------------+
| "Raven Russia" | Raven Russia Limited |
+---------------------------+------------------------------------------------+
| "Raven Russia Directors" | the directors of Raven Russia |
+---------------------------+------------------------------------------------+
| "Raven Russia Group" | Raven Russia and its subsidiaries and |
| | subsidiary undertakings |
+---------------------------+------------------------------------------------+
| "Regulatory Information | Regulatory Information Service operated by the |
| Service" | London Stock Exchange |
+---------------------------+------------------------------------------------+
| "Share Option Plan" | the Raven Russia 2008 Unapproved Employee |
| | Share Option Plan |
+---------------------------+------------------------------------------------+
| "Shares" | Ordinary Shares and Preference Shares |
+---------------------------+------------------------------------------------+
| "Singer" | Singer Capital Markets Limited |
+---------------------------+------------------------------------------------+
| "Statutes" | the Law and every other statute, statutory |
| | instrument, regulation or order for the time |
| | being in force concerning companies whether |
| | registered under the Law or not |
+---------------------------+------------------------------------------------+
| "subsidiary undertaking" | as defined in section 1162 of the 2006 Act |
+---------------------------+------------------------------------------------+
| "subsidiary" | as defined in section 1159 of the 2006 Act |
+---------------------------+------------------------------------------------+
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and |
| | Northern Ireland |
+---------------------------+------------------------------------------------+
| "uncertificated" or "in | recorded in the register as being held in |
| uncertificated form" | uncertificated form in CREST and title to |
| | which, by virtue of the CREST Regulations, may |
| | be transferred by means of CREST |
+---------------------------+------------------------------------------------+
| "Units" | the units, each consisting of one Preference |
| | Share and one Warrant |
+---------------------------+------------------------------------------------+
| "US dollar" or "$" | US dollars, the lawful currency of the United |
| | States |
+---------------------------+------------------------------------------------+
| "US", "USA" or "United | the United States of America, its territories |
| States" | and possessions, any state of the US and the |
| | District of Columbia and all other areas |
| | subject to its jurisdiction |
+---------------------------+------------------------------------------------+
| "VAT" | value added tax |
+---------------------------+------------------------------------------------+
| "Warehouse(s)" | the entire spectrum of both newly-built and |
| | existing warehouse buildings, including, but |
| | not limited to, high bay logistics buildings, |
| | cold storage, industrial and manufacturing |
| | factories, light assembly, storage depots, |
| | retail warehouses, leisure boxes, multiplexes, |
| | supermarkets, exhibition centres, refineries |
| | and multi-storey warehouse buildings, any of |
| | which may have an office content |
+---------------------------+------------------------------------------------+
| "Warrant" | a warrant to subscribe for 1 Ordinary Share in |
| | Raven Russia at 25 pence per Ordinary Share |
+---------------------------+------------------------------------------------+
Appendix 4
Terms of the Preference Shares and the Warrants
SECTION A: PREFERENCE SHARES
+------------------------+--------------------------------------------------------+
| Fixed Amount | GBP1 per Preference Share. |
+------------------------+--------------------------------------------------------+
| Preference Dividends | Cumulative preferential dividends will accrue |
| | from day to day on the Preference Shares at a |
| | rate of 12 per cent. per annum on the Fixed |
| | Amount (being GBP1) from (and including) the |
| | date of issue and will be payable quarterly |
| | in equal instalments in arrears on 31 March, |
| | 30 June, 30 September and 31 December in each |
| | year, save that in respect of any Preference |
| | Shares issued on or before 31 March 2009 the |
| | first payment of the Preference Dividend will |
| | be made on 30 June 2009 in respect of the |
| | period from the date of issue of such |
| | Preference Shares to (but excluding) 30 June |
| | 2009 and shall be calculated on a pro rata |
| | basis. |
| | The holders of the Preference Shares shall |
| | rank for dividends in priority to the holders |
| | of any other class of shares of Raven Russia |
| | (save for any Further Preference Shares (as |
| | defined below)). The holders of the |
| | Preference Shares shall not be entitled to |
| | participate in any further dividends or bonus |
| | share issue of the Raven Russia. |
| | If all or any part of the Preference Dividend |
| | is in arrears, interest shall accrue on such |
| | unpaid sum at the rate of 15 per cent. per |
| | annum from the date upon which such arrears |
| | arise until the date of payment. In the event |
| | that the arrears of the Preference Dividend |
| | shall remain unpaid for six months then the |
| | interest rate at which interest will accrue |
| | on such arrears will from such time increase |
| | to the rate of 20 per cent. per annum. |
| | If there are any arrears of the Preference |
| | Dividend outstanding Raven Russia may not pay |
| | any distribution (as defined in section 301 |
| | of the Law but excluding for these purposes |
| | distributions falling within sections |
| | 302(1)(a), (d) and (e) of the Law) in respect |
| | of the Ordinary Shares or any other shares |
| | ranking for distribution after the |
| | Preferences Shares or Further Preference |
| | Shares. |
+------------------------+--------------------------------------------------------+
| Scrip Preference | Subject to the provisions of the Statutes, |
| Dividend | the board shall offer all holders of |
| | Preference Shares the right to elect to |
| | receive the Preference Dividend or any part |
| | thereof as a scrip dividend of Preference |
| | Shares instead of in cash. |
+------------------------+--------------------------------------------------------+
| Redemption | The Preference Shares only have |
| | the right to be redeemed in the |
| | following circumstances:* |
| | subject to the Statutes, on |
| | completion of a takeover bid or |
| | merger transaction to which the |
| | City Code applies (or would |
| | have applied if such bid or |
| | transactions was proposed, made |
| | or effected as the date of the |
| | adoption of the Articles (being |
| | 25 March 2009)), however |
| | effected (but which for the |
| | avoidance of doubt will not |
| | include a subscription for or |
| | purchase of new shares or |
| | securities in Raven Russia) |
| | including by means of an |
| | amalgamation under Part VI of |
| | the Laws or an arrangement |
| | under Part VIII of the Law, as |
| | a result of which any person or |
| | persons acting in concert (as |
| | defined in the City Code) holds |
| | shares carrying in aggregate 50 |
| | per cent. or more of the voting |
| | rights (as defined in the City |
| | Code) of Raven Russia; or* |
| | subject to the Statutes, if |
| | Raven Russia has served a |
| | Rights Cessation Notice (as |
| | defined below) on holders of |
| | Preference Shares where, at |
| | such time, there are fewer than |
| | 35,000,000 Preference Shares in |
| | issue. |
| | In these circumstances, a |
| | holder of Preference Shares can |
| | elect to redeem all (but not |
| | part) of his holding. |
| | The amount to be paid on such |
| | redemption per Preference Share |
| | will be an amount equal to the |
| | aggregate of (i) the Fixed |
| | Amount (being GBP1); and (ii) a |
| | sum equal to all arrears and |
| | accruals of the Preference |
| | Dividend thereon to be |
| | calculated down to and |
| | including the day of redemption |
| | (together with any accrued |
| | interest) and to be payable |
| | irrespective of whether or not |
| | such dividend has been declared |
| | or earned or become due and |
| | payable. |
| | The Preference Dividend shall |
| | cease to accrue or any |
| | Preference Shares so redeemed |
| | with effect from such |
| | redemption. |
| | If Raven Russia fails to redeem |
| | any Preference Shares on the |
| | date fixed for such redemption, |
| | interest shall accrue on unpaid |
| | redemption monies at the rate |
| | of 15 per cent. per annum from |
| | the date upon which such |
| | redemption monies were required |
| | to be paid until the date of |
| | payment. In the event that the |
| | relevant unpaid redemption |
| | monies have been unpaid for 6 |
| | months from the date fixed for |
| | redemption then the interest |
| | rate at which interest will |
| | accrue on such unpaid |
| | redemption monies will increase |
| | from such time to the rate of |
| | 20 per cent. per annum. |
| | Save as set out above, neither |
| | Raven Russia nor the holders of |
| | Preference Shares shall have a |
| | right to redeem the Preference |
| | Shares. |
+------------------------+--------------------------------------------------------+
| Capital | On a return of capital on a winding up or |
| | pursuant to an administration order (other |
| | than a redemption or purchase by Raven Russia |
| | of any of its share capital) the holders of |
| | Preference Shares shall be entitled, in |
| | priority to other shareholders (save for the |
| | rights relating to Further Preference Shares |
| | (as defined below)), to be paid out of the |
| | assets of Raven Russia available for |
| | distribution to members an amount in respect |
| | of each Preference Share equal to the |
| | aggregate of the Fixed Amount (being GBP1) |
| | together with a sum equal to any arrears and |
| | accruals of the Preference Dividend in |
| | respect of such Preference Share (and any |
| | accrued interest), whether earned or declared |
| | or not, calculated down to the date of |
| | commencement of the winding up. |
| | The holders of the Preference Shares shall |
| | not have any further right to participate in |
| | the assets of Raven Russia on any such return |
| | of capital. |
+------------------------+--------------------------------------------------------+
| Voting Rights | The holders of the Preference |
| | Shares shall have the right to |
| | receive notice of and to attend |
| | any general meeting of Raven |
| | Russia and to attend, speak and |
| | vote at a general meeting of |
| | Raven Russia:* |
| | if, and when at the date of the |
| | notice convening such meeting, |
| | the Preference Dividend is in |
| | arrears (and for this purpose, |
| | the Preferred Dividend shall be |
| | deemed to be payable quarterly |
| | on the dates set out above); |
| | or* |
| | if a resolution is to be |
| | proposed abrogating, varying or |
| | modifying any of the rights or |
| | privileges of the holders of |
| | the Preference Shares or for |
| | the winding up of Raven Russia |
| | pursuant to Part XXII of the |
| | Law, in which case they shall |
| | only be entitled to vote on |
| | such resolution. |
| | Save as set out herein, the |
| | Preference Shares shall not |
| | confer on the holders thereof |
| | the right to speak or vote at |
| | any general meeting of Raven |
| | Russia. |
| | Whenever the holders of |
| | Preference Shares are entitled |
| | to vote at a general meeting of |
| | Raven Russia upon any |
| | resolution proposed at such |
| | general meeting, on a show of |
| | hands every holder thereof who |
| | is present in person or by |
| | proxy or (being a corporation) |
| | is present by a duly authorised |
| | representative or by proxy |
| | shall have one vote and on a |
| | poll every holder thereof who |
| | (being an individual) is |
| | present in person or by proxy |
| | or (being a corporation) is |
| | present by a duly authorised |
| | representative or by proxy |
| | shall have one vote in respect |
| | of each Preference Share |
| | registered in the name of such |
| | holder. |
| | The holders of the Preference |
| | Shares shall have the right to |
| | have sent to them (at the same |
| | time as the same are sent to |
| | the holders of the Ordinary |
| | Shares) a copy of Raven |
| | Russia's annual report and |
| | accounts and (if available) |
| | Raven Russia's six monthly |
| | interim unaudited financial |
| | statements and such other |
| | Company information that is |
| | sent to the holders of Ordinary |
| | Shares. |
+------------------------+--------------------------------------------------------+
| Variation of Rights | For as |
| | long as |
| | any |
| | Preference |
| | Shares |
| | remain in |
| | issue, the |
| | issue or |
| | allotment |
| | of or the |
| | creation |
| | or |
| | increase |
| | of the |
| | amount of |
| | any shares |
| | of any |
| | class or |
| | any |
| | security |
| | convertible |
| | into shares |
| | of any |
| | class |
| | ranking, as |
| | regards |
| | rights to |
| | participate |
| | in Raven |
| | Russia's |
| | profits or |
| | assets, in |
| | priority to |
| | the |
| | Preference |
| | Shares |
| | shall be |
| | deemed to |
| | constitute |
| | a variation |
| | of the |
| | class |
| | rights |
| | attaching |
| | to the |
| | Preference |
| | Shares. |
| | Raven |
| | Russia may |
| | from time |
| | to time |
| | without the |
| | consent of |
| | the holders |
| | of the |
| | outstanding |
| | Preference |
| | Shares |
| | create and |
| | issue |
| | further |
| | preference |
| | shares |
| | (including |
| | but not |
| | limited to |
| | Preference |
| | Shares) |
| | ("Further |
| | Preference |
| | Shares") |
| | ranking as |
| | regards |
| | their |
| | participation |
| | in the |
| | profits and |
| | assets of |
| | Raven Russia |
| | pari passu |
| | with but not |
| | in priority |
| | to Preference |
| | Shares and so |
| | that any such |
| | Further |
| | Preference |
| | Shares may |
| | either carry |
| | as regards |
| | participation in |
| | the profits and |
| | assets of Raven |
| | Russia, rights |
| | and restrictions |
| | identical in all |
| | respects with |
| | the Preference |
| | Shares or with |
| | any other series |
| | of Further |
| | Preference |
| | Shares or rights |
| | and restrictions |
| | differing |
| | therefrom in any |
| | respect |
| | including but |
| | without |
| | prejudice to the |
| | generality of |
| | the foregoing in |
| | that: (i) the |
| | rate of dividend |
| | may differ; (ii) |
| | the Further |
| | Preference |
| | Shares may rank |
| | for dividends |
| | from such date |
| | as may be |
| | provided by the |
| | terms of issue |
| | thereof and the |
| | dates for |
| | payment of the |
| | dividend may |
| | differ; (iii) a |
| | premium may be |
| | payable on a |
| | return of |
| | capital or there |
| | may be no such |
| | premium; or (iv) |
| | the Further |
| | Preference |
| | Shares may be |
| | redeemable |
| | and/or |
| | convertible into |
| | Ordinary Shares |
| | on such terms |
| | and conditions |
| | as may be |
| | prescribed by |
| | the terms of |
| | issue thereof. |
| | In the event |
| | that Raven |
| | Russia creates |
| | and issues |
| | Further |
| | Preference |
| | Shares (except |
| | where the |
| | Further |
| | Preference |
| | Shares being |
| | created and/or |
| | issued are |
| | Preference |
| | Shares), then |
| | unless |
| | authorised by |
| | the consent in |
| | writing of the |
| | holders of |
| | three-fourths in |
| | number of the |
| | Preference |
| | Shares then in |
| | issue (excluding |
| | any Preference |
| | Shares held as |
| | treasury shares) |
| | or with the |
| | sanction of a |
| | special |
| | resolution |
| | passed at a |
| | separate general |
| | meeting of the |
| | holders of the |
| | Preference |
| | Shares, Raven |
| | Russia shall not |
| | create or issue |
| | such Further |
| | Preference |
| | Shares |
| | unless:* |
| | the board has |
| | made an offer to |
| | each person who |
| | holds Preference |
| | Shares to allot |
| | to him on the |
| | same or more |
| | favourable terms |
| | such proportion |
| | of those Further |
| | Preference |
| | Shares that is |
| | as nearly as |
| | practicable |
| | (fractions being |
| | disregarded) |
| | equal to the |
| | proportion in |
| | number held by |
| | him of the |
| | aggregate |
| | Preference |
| | Shares then in |
| | issue; and* |
| | the period, |
| | which shall not |
| | be less than 21 |
| | clear days, |
| | during which any |
| | offer referred |
| | to above may be |
| | accepted, has |
| | expired or Raven |
| | Russia has |
| | received notice |
| | of the |
| | acceptance or |
| | refusal of every |
| | offer made. |
| | Until the Rights |
| | Cessation Date |
| | (as defined |
| | below), then |
| | save with such |
| | consent or |
| | sanction on the |
| | part of the |
| | holders of the |
| | Preference |
| | Shares as is |
| | required for a |
| | variation of the |
| | rights attached |
| | to such shares |
| | as set out in |
| | Article 15 of |
| | the Articles:* |
| | Raven Russia |
| | shall not make a |
| | distribution (as |
| | defined in |
| | section 301 of |
| | the Law but |
| | excluding for |
| | these purposes |
| | distributions |
| | falling within |
| | sections |
| | 302(1)(a), (d) |
| | and (e) of the |
| | Law) in respect |
| | of Ordinary |
| | Shares or any |
| | other shares |
| | ranking for |
| | distribution |
| | after the |
| | Preference |
| | Shares or |
| | Further |
| | Preference |
| | Shares (a |
| | "Qualifying |
| | Distribution") |
| | which, either |
| | itself, or when |
| | taken together |
| | with the |
| | aggregate amount |
| | of Qualifying |
| | Distributions in |
| | the previous 12 |
| | month period, |
| | would exceed 10 |
| | per cent. of the |
| | consolidated net |
| | asset value of |
| | Raven Russia at |
| | the point in |
| | time Raven |
| | Russia proposes |
| | to make the |
| | relevant |
| | Qualifying |
| | Distribution; |
| | and* |
| | there shall not |
| | take place: |
| | (a) a |
| | conversion of |
| | Raven Russia |
| | under Part V of |
| | the Law; |
| | (b) a |
| | migration of |
| | Raven Russia |
| | under Part VII |
| | of the Law; or |
| | (c) a |
| | voluntary |
| | striking off of |
| | Raven Russia |
| | under Part XX of |
| | the Law. |
| | If at any time |
| | there are fewer |
| | than 35,000,000 |
| | Preference |
| | Shares in issue, |
| | Raven Russia may |
| | (but shall not |
| | be obliged to) |
| | serve a notice |
| | on the holders |
| | of Preference |
| | Shares (a |
| | "Rights |
| | Cessation |
| | Notice") |
| | providing that |
| | the provisions |
| | set out above in |
| | respect of |
| | distributions |
| | and other |
| | corporate events |
| | shall cease to |
| | apply from the |
| | date specified |
| | in the Rights |
| | Cessation Notice |
| | provided that |
| | such date can be |
| | no earlier than |
| | a date which is |
| | 30 days after |
| | the date of the |
| | Rights Cessation |
| | Notice (such |
| | date being |
| | referred to as |
| | the "Rights |
| | Cessation |
| | Date"). |
+------------------------+--------------------------------------------------------+
| Form | The Preference Shares will be issued in |
| | either certificated form or uncertificated |
| | form in CREST. |
+------------------------+--------------------------------------------------------+
| Purchase of Preference | Raven Russia has the power in its articles of |
| Shares | incorporation to buyback the Preference |
| | Shares. |
+------------------------+--------------------------------------------------------+
| Yield | 12 per cent. per annum, payable quarterly. |
+------------------------+--------------------------------------------------------+
| Listing | On AIM, a market operated by London Stock |
| | Exchange plc. |
+------------------------+--------------------------------------------------------+
SECTION B: WARRANTS
+------------------------+-----------------------------------------------+
| Exercise Amount | 25 pence. |
+------------------------+-----------------------------------------------+
| Expiry Date | 25 March 2019. |
+------------------------+-----------------------------------------------+
| Transfer | Freely transferable. |
+------------------------+-----------------------------------------------+
| Exercise of Warrants | Save as provided below, the |
| | Warrantholder of each Warrant |
| | will have the right, which may |
| | be exercised on any day prior |
| | to the Expiry Date, to |
| | subscribe in cash for all or |
| | part of the relevant number of |
| | Ordinary Shares (as |
| | appropriate) in consideration |
| | of the payment of the Exercise |
| | Amount in full per Warrant. |
| | Warrants will be deemed to be |
| | exercised on the business day |
| | upon which the registrar shall |
| | have received the relevant |
| | documentation and remittance, |
| | in accordance with the |
| | instructions set out in the |
| | Warrant Instrument. Subject to |
| | value having been received by |
| | Raven Russia in respect of the |
| | relevant remittance, Raven |
| | Russia shall allot the Ordinary |
| | Shares to be issued pursuant to |
| | the exercise of subscription |
| | rights attaching to any Warrant |
| | and enter the allottee of such |
| | Ordinary Shares in Raven |
| | Russia's register of members |
| | not later than 14 days after |
| | the date on which such Warrants |
| | are exercised. |
| | Every Warrant in respect of |
| | which subscription rights:* |
| | have been exercised in full; |
| | or* |
| | on the Expiry Date have not |
| | been exercised (whether in |
| | whole or in part), |
| | shall lapse and be cancelled. |
| | Ordinary Shares allotted |
| | pursuant to the exercise of |
| | Warrants in accordance with the |
| | terms of the Warrant Instrument |
| | shall be issued fully-paid and |
| | free from any liens, charges or |
| | encumbrances and rights of |
| | pre-emption but shall not rank |
| | for any dividends or other |
| | distributions declared, made or |
| | paid on the Ordinary Shares for |
| | which the record date is prior |
| | to the relevant day on which |
| | the Warrants are exercised but, |
| | subject thereto, shall rank in |
| | full for all dividends and |
| | other distributions declared, |
| | made or paid on the Ordinary |
| | Shares on or after the relevant |
| | day on which the Warrants are |
| | exercised and otherwise pari |
| | passu in all respects with the |
| | Ordinary Shares in issue at |
| | that date. |
| | At any time when the Ordinary |
| | Shares are admitted to trading |
| | on AIM or to the Official List |
| | of the London Stock Exchange, |
| | application will be made by |
| | Raven Russia to the London |
| | Stock Exchange for the Ordinary |
| | Shares allotted pursuant to any |
| | exercise of Warrants to be |
| | admitted to trading on AIM or |
| | to the Official List (as the |
| | case may be) and Raven Russia |
| | will use its reasonable |
| | endeavours to obtain such |
| | admission not later than 14 |
| | days after the date of |
| | allotment of the relevant |
| | Ordinary Shares pursuant to the |
| | exercise of the Warrants in |
| | accordance with the terms of |
| | the Warrant Instrument. |
+------------------------+-----------------------------------------------+
| Undertakings of Raven | Save as provided below and, |
| Russia | unless otherwise authorised by |
| | an Extraordinary Resolution (as |
| | defined below), whilst any |
| | Warrant remains exercisable:* |
| | Raven Russia shall not in any |
| | way modify the rights attached |
| | to its existing Ordinary Shares |
| | as a class in any way which |
| | operates to vary the rights of |
| | the Warrantholders in relation |
| | to the Warrants (but nothing |
| | shall restrict the right of |
| | Raven Russia to increase, |
| | consolidate, sub-divide or |
| | reduce its share capital |
| | subject to any adjustments to |
| | the subscription rights as may |
| | be required by the Warrant |
| | Instrument). For the purposes |
| | of this sub-paragraph, the |
| | creation or issue of preference |
| | shares (whether convertible, |
| | redeemable and/or cumulative) |
| | carrying rights to dividends, |
| | capital conversion or otherwise |
| | as the directors of Raven |
| | Russia shall think fit, shall |
| | not be deemed to modify the |
| | rights attaching to the |
| | Ordinary Shares;* |
| | Raven Russia shall at all times |
| | maintain sufficient authorised |
| | but unissued share capital and |
| | all requisite shareholders or |
| | other authorities necessary to |
| | enable the issue of Ordinary |
| | Shares (free from any rights of |
| | pre-emption) pursuant to the |
| | exercise of all the Warrants |
| | outstanding from time to time; |
| | * |
| | Warrantholders will have made |
| | available to them, at the same |
| | time and in the same manner as |
| | the same are made available to |
| | holders of Ordinary Shares, |
| | copies of the audited accounts |
| | of Raven Russia (with the |
| | relevant directors' and |
| | auditor's reports) and copies |
| | of all other circulars or |
| | notices which are made |
| | available to holders of |
| | Ordinary Shares; and* |
| | in the event that Raven Russia |
| | is proposing to make a dividend |
| | (as defined in section 302 of |
| | the Law) to the holders of the |
| | Ordinary Shares (a "Qualifying |
| | Dividend") of an amount which |
| | is not consistent with the |
| | stated dividend policy of Raven |
| | Russia, Raven Russia will |
| | notify Warrantholders of such |
| | proposed Qualifying Dividend at |
| | least 60 days prior to the |
| | scheduled record date for such |
| | Qualifying Dividend. |
+------------------------+-----------------------------------------------+
| Adjustment of | While any Warrants remain |
| Subscription Rights | exercisable:* |
| | after any allotment of fully |
| | paid Ordinary Shares by way of |
| | capitalisation of profits or |
| | reserves to holders of the |
| | Ordinary Shares on the register |
| | of members of Raven Russia on a |
| | date (or by reference to a |
| | record date) other than |
| | pursuant to a scrip dividend; |
| | or* |
| | upon any sub-division or |
| | consolidation of the Ordinary |
| | Shares, |
| | the number and/or nominal value |
| | of Ordinary Shares to be |
| | subscribed on a subsequent |
| | exercise of each Warrant will |
| | be increased or (as the case |
| | may be) reduced proportionately |
| | on the basis that immediately |
| | after the allotment, |
| | sub-division or consolidation, |
| | the Ordinary Shares to be |
| | issued if the subscription |
| | rights attaching to the then |
| | outstanding Warrants were |
| | exercised shall constitute the |
| | same percentage of the total |
| | number of issued Ordinary |
| | Shares as that which such |
| | Ordinary Shares would have |
| | constituted immediately before |
| | such allotment, sub-division or |
| | consolidation and the Exercise |
| | Amount of the then outstanding |
| | Warrants shall be adjusted |
| | accordingly. |
| | While any Warrants remain |
| | exercisable, in the event that |
| | Raven Russia pays a Qualifying |
| | Dividend which exceeds 10 per |
| | cent. of the consolidated net |
| | asset value of Raven Russia on |
| | the date of payment of the |
| | Qualifying Dividend, the |
| | Exercise Amount shall be |
| | adjusted in such manner as the |
| | auditors of Raven Russia |
| | certify as fair and reasonable |
| | to take into account such |
| | Qualifying Dividend. Such |
| | adjustment shall become |
| | effective on the date which the |
| | auditors of Raven Russia make |
| | their certification. For the |
| | purposes of this paragraph, the |
| | consolidated net asset value of |
| | Raven Russia on the date of |
| | payment of a Qualifying |
| | Dividend shall be determined by |
| | reference to the latest |
| | published audited accounts or |
| | (if such accounts have been |
| | published since the publication |
| | of Raven Russia's last audited |
| | accounts) the latest published |
| | interim half yearly unaudited |
| | accounts of Raven Russia. |
+------------------------+-----------------------------------------------+
| General Offers | Save as set out below, if at |
| | any time:* |
| | an offer is made to all holders |
| | of equity share capital of |
| | Raven Russia (as defined in the |
| | articles of incorporation of |
| | Raven Russia) (or all such |
| | holders other than the offeror |
| | and/or any company controlled |
| | by the offeror and/or any |
| | person acting in concert with |
| | the offeror (as such expression |
| | is defined in the latest |
| | edition of the City Code)) to |
| | acquire the whole or any part |
| | of such equity share capital of |
| | Raven Russia; and* |
| | Raven Russia becomes aware |
| | that, as a result of such an |
| | offer, the right to cast a |
| | majority of votes which may |
| | ordinarily be cast on a poll at |
| | a general meeting of Raven |
| | Russia has or will become |
| | vested in the offeror and/or |
| | such persons or companies as |
| | aforesaid, |
| | Raven Russia shall forthwith |
| | give notice to the |
| | Warrantholders of such vesting |
| | within 14 days of its becoming |
| | so aware (the "General Offer"). |
| | For the avoidance of doubt, the |
| | summoning of a meeting by the |
| | court in connection with an |
| | arrangement under Part VIII of |
| | the Law or the preparation of |
| | an amalgamation proposal under |
| | Part VI of the Law in either |
| | case providing for the |
| | acquisition by any person of |
| | the whole or any part of such |
| | equity share capital of Raven |
| | Russia shall be deemed to be |
| | the making of a General Offer. |
| | Where a General Offer is made |
| | and:* |
| | the offeror and/or any company |
| | controlled by the offeror |
| | and/or any person acting in |
| | concert with the offeror shall |
| | have made an offer to |
| | Warrantholders or to all |
| | Warrantholders other than the |
| | offeror and/or any company |
| | controlled by the offeror |
| | and/or any person acting in |
| | concert with the offeror to |
| | acquire all of the outstanding |
| | Warrants; or* |
| | the offeror and/or any company |
| | controlled by the offeror |
| | and/or any person acting in |
| | concert with the offeror shall |
| | have proposed an arrangement or |
| | amalgamation ("scheme") with |
| | regard to the acquisition of |
| | all the outstanding Warrants, |
| | and in either case the value of |
| | the consideration (on such |
| | basis as the auditors of Raven |
| | Russia may determine, acting as |
| | experts, and shall have |
| | confirmed in writing to the |
| | Warrantholders no less than 21 |
| | days (or, if that is not |
| | possible, such period as is |
| | possible) prior to the expiry |
| | of such offer or the date on |
| | which such scheme becomes |
| | effective) receivable by a |
| | Warrantholder pursuant to such |
| | offer or scheme represents no |
| | less than that which he would |
| | have received pursuant to the |
| | offer made or scheme proposed |
| | to holders of Ordinary Shares |
| | had his subscription rights |
| | been exercised on the date upon |
| | which such offer became wholly |
| | unconditional or such scheme |
| | became effective (after |
| | deduction of the costs of |
| | subscription) then any Warrants |
| | which are not the subject of an |
| | acceptance of the offer to |
| | Warrantholders or are not |
| | effectively transferred or |
| | cancelled pursuant to such |
| | scheme shall lapse upon the |
| | expiry of that offer or |
| | (provided such scheme becomes |
| | effective) upon the date upon |
| | which that scheme is sanctioned |
| | by the court in the case of an |
| | arrangement or in the case of |
| | an amalgamation is recorded on |
| | the register of companies in |
| | Guernsey. |
| | If on a date (or by reference |
| | to a record date) while any |
| | Warrants remain outstanding:* |
| | an offer or invitation is made |
| | by Raven Russia (whether by way |
| | of rights or otherwise |
| | (including but not limited to |
| | an open offer) but not being an |
| | All Share Offer (as defined |
| | below)) to all the holders of |
| | Ordinary Shares; or* |
| | any offer or invitation (not |
| | being a General Offer) is made |
| | to all the holders of Ordinary |
| | Shares otherwise than by Raven |
| | Russia, |
| | then Raven Russia shall procure |
| | (but in the case of any offer |
| | or invitation (not being a |
| | General Offer) made to all the |
| | holders of Ordinary Shares |
| | otherwise than by Raven Russia, |
| | only in so far as it is able) |
| | that at the same time the same |
| | offer or invitation is made to |
| | the Warrantholders as if their |
| | respective Warrants had been |
| | exercised and the |
| | Warrantholders entered in the |
| | register of members accordingly |
| | on the day immediately |
| | preceding the record date of |
| | such offer or invitation then |
| | applicable. Provided that, if |
| | the directors of Raven Russia |
| | so resolve, in the case of any |
| | such offer or invitation made |
| | by Raven Russia, Raven Russia |
| | shall not be required to |
| | procure that the same offer or |
| | invitation is made to the |
| | Warrantholders but that the |
| | Exercise Amount and/or the |
| | subscription rights shall be |
| | adjusted in such manner as the |
| | auditors of Raven Russia shall |
| | certify to be fair and |
| | reasonable to take account of |
| | such offer or invitation by |
| | Raven Russia. |
| | If a General Offer is made |
| | whereunder the consideration |
| | consists solely of the issue of |
| | ordinary shares of the offeror |
| | and the offeror makes available |
| | an offer of warrants to |
| | subscribe for ordinary shares |
| | of the offeror in exchange for |
| | Warrants which the auditors of |
| | Raven Russia consider in their |
| | opinion is fair and reasonable |
| | (having regard to the terms of |
| | the offer and any other |
| | circumstances which may appear |
| | to the auditors to be relevant) |
| | (an "All Share Offer") then any |
| | director of Raven Russia shall |
| | be authorised as attorney for |
| | each and any of the |
| | Warrantholders:* |
| | to execute a transfer thereof |
| | in favour of the offeror in |
| | consideration of the issue of a |
| | warrant to subscribe for |
| | ordinary shares of the offeror |
| | as aforesaid whereupon the |
| | relevant Warrants shall lapse; |
| | and* |
| | to do such acts and things as |
| | may be reasonably necessary or |
| | appropriate in connection |
| | therewith, |
| | subject, in each case, to such |
| | offer becoming or being |
| | declared wholly unconditional |
| | and the offeror being in a |
| | position to compulsorily |
| | acquire the whole of the then |
| | issued ordinary share capital |
| | of Raven Russia in accordance |
| | with the Law or in the case of |
| | such an offer implemented by a |
| | scheme, the date upon which |
| | that scheme is sanctioned by |
| | the court in the case of an |
| | arrangement (provided that such |
| | scheme becomes effective) or in |
| | the case of an amalgamation is |
| | recorded in the register of |
| | companies in Guernsey. |
| | If, on a date while any |
| | Warrants remain outstanding, |
| | any order is made or an |
| | effective resolution is passed |
| | for winding up Raven Russia, |
| | except for the purpose of |
| | reconstruction or amalgamation |
| | (including but not limited to |
| | pursuant to an amalgamation |
| | under Part VI of the Law or an |
| | arrangement under Part VIII of |
| | the Law) on terms sanctioned by |
| | an Extraordinary Resolution of |
| | the Warrantholders, and on such |
| | winding up (on the assumptions |
| | that all Warrants had been |
| | exercised in full and the |
| | Exercise Amount payable in |
| | connection therewith had been |
| | received in full by Raven |
| | Russia) there would be a |
| | surplus available for |
| | distribution amongst the |
| | holders of the Ordinary Shares |
| | which would exceed, in respect |
| | of each Ordinary Shares, a sum |
| | equal to the Exercise Amount |
| | each Warrantholder shall be |
| | treated as if, immediately |
| | before the date of such order |
| | or resolution, his Warrants had |
| | been exercised in full at the |
| | Exercise Amount and such |
| | Warrantholders shall |
| | accordingly be entitled to |
| | receive out the assets |
| | available in the liquidation |
| | pari passu with the holders of |
| | the Ordinary Shares an amount |
| | equal to the sum to which he |
| | would have become entitled by |
| | virtue of such subscription |
| | after deducing a sum per |
| | Ordinary Share equal to the |
| | Exercise Amount. Subject to the |
| | forgoing all Warrants shall |
| | lapse on the liquidation of |
| | Raven Russia. |
+------------------------+-----------------------------------------------+
| Purchase and | Raven Russia may at any time |
| Cancellation | purchase Warrants:* |
| | by tender (available to all |
| | Warrantholders alike) at any |
| | price; or* |
| | on or through the market; or* |
| | by private treaty at any price. |
| | All Warrants so purchased shall |
| | be cancelled forthwith and may |
| | not be reissued or sold. |
+------------------------+-----------------------------------------------+
| Meetings of | Meetings of Warrantholders may |
| Warrantholders | be convened in accordance with |
| | the provisions of the Warrant |
| | Instrument and shall be |
| | competent to pass Extraordinary |
| | Resolutions and to exercise all |
| | the powers as referred to |
| | therein. Without prejudice to |
| | the generality of the foregoing |
| | the Warrantholders, by way of |
| | Extraordinary Resolution, shall |
| | have power to:* |
| | sanction any compromise or |
| | arrangement proposed to be made |
| | between Raven Russia and the |
| | Warrantholders or any of |
| | them;* |
| | sanction any proposal by Raven |
| | Russia for modification, |
| | abrogation, variation or |
| | compromise of, or arrangement |
| | in respect of the rights of the |
| | Warrantholders against Raven |
| | Russia whether such rights |
| | shall arise under the Warrant |
| | Instrument or otherwise;* |
| | sanction any proposal by Raven |
| | Russia for the exchange or |
| | substitution for the Warrants |
| | of, or the conversion of the |
| | Warrants into, shares, stock, |
| | bonds, debentures, debenture |
| | stock, warrants or other |
| | obligations or securities of |
| | Raven Russia or any other body |
| | corporate formed or to be |
| | formed;* |
| | assent to any modification of |
| | the conditions to which the |
| | Warrants are subject and/or the |
| | provisions contained in the |
| | Warrant Instrument which shall |
| | be proposed by Raven Russia;* |
| | authorise any person to concur |
| | in and execute and do all such |
| | documents, acts and things as |
| | may be necessary to carry out |
| | and give effect to any |
| | Extraordinary Resolution;* |
| | discharge or exonerate any |
| | person from any liability in |
| | respect of any act or omission |
| | for which such person may have |
| | become responsible under the |
| | Warrant Instrument; and* |
| | give any authority, direction |
| | or sanction which under the |
| | provisions of the Warrant |
| | Instrument is required to be |
| | given by Extraordinary |
| | Resolution. |
| | Convening of Meetings |
| | Raven Russia may at any time |
| | and shall on receipt of a |
| | request in writing of persons |
| | holding not less than one-tenth |
| | of the outstanding Warrants |
| | (upon receiving such indemnity |
| | (if any) as it may require |
| | against all reasonable costs, |
| | expenses and liabilities which |
| | it may incur by so doing) |
| | convene a meeting of the |
| | Warrantholders. Such meeting |
| | shall be held at such place |
| | within the United Kingdom as |
| | Raven Russia shall determine. |
| | At least 14 days' notice in |
| | writing of every meeting shall |
| | be given to the Warrantholders. |
| | The notice shall specify the |
| | place, day and hour of the |
| | meeting and the general nature |
| | of the business to be |
| | transacted, but, except in the |
| | case where an Extraordinary |
| | Resolution is to be proposed, |
| | it shall not be necessary to |
| | specify in the notice the terms |
| | of the resolutions to be |
| | proposed. The notice shall |
| | state that a Warrantholder is |
| | entitled to appoint a proxy to |
| | attend and, on a poll, to vote |
| | instead of him. |
| | The accidental omission to give |
| | notice to or the non-receipt of |
| | notice by any of the |
| | Warrantholders shall not |
| | invalidate the proceedings at |
| | any meeting. |
| | Quorum |
| | At any meeting at least two |
| | persons being present in person |
| | or by proxy shall form a quorum |
| | for the transaction of any |
| | business. |
| | No business (other than the |
| | election of a chairman) shall |
| | be transacted at any meeting |
| | unless the requisite quorum is |
| | present at the commencement of |
| | business. |
| | Absence of Quorum |
| | If within half an hour from the |
| | time appointed for the meeting |
| | (or such longer interval as the |
| | chairman of the meeting may |
| | think fit to allow) a quorum is |
| | not present, the meeting, if |
| | convened upon the requisition |
| | of Warrantholders, shall be |
| | dissolved. In any other case it |
| | shall stand adjourned to such |
| | day and time not being less |
| | than seven days nor more than |
| | 28 days thereafter and to such |
| | place as may be appointed by |
| | the chairman and at such |
| | adjourned meeting the |
| | Warrantholders present and |
| | entitled to vote shall be a |
| | quorum for the transaction of |
| | business including the passing |
| | of Extraordinary Resolutions. |
| | At least seven days' notice of |
| | any adjourned meeting of |
| | Warrantholders at which an |
| | Extraordinary Resolution is to |
| | be submitted shall be given in |
| | the same manner, mutatis |
| | mutandis, as for an original |
| | meeting and such notice shall |
| | state that the Warrantholders |
| | present at the adjourned |
| | meeting whatever their number |
| | will form a quorum. |
| | Resolutions |
| | At any meeting a resolution put |
| | to the vote of the meeting |
| | shall be decided on a show of |
| | hands unless a poll is (before |
| | or on the declaration of the |
| | result of the show of hands) |
| | demanded by the chairman or by |
| | one or more Warrantholders |
| | present in person or by proxy |
| | and holding or representing |
| | one-twentieth of the then |
| | outstanding Warrants. |
| | Unless a poll is demanded a |
| | declaration by the chairman |
| | that a resolution has been |
| | carried or carried by any |
| | particular majority or lost or |
| | not carried by any particular |
| | majority shall be conclusive |
| | evidence of that fact. |
| | Poll |
| | If a poll is duly demanded it |
| | shall be taken in such manner |
| | and at such time and place as |
| | the chairman may direct (save |
| | that a poll demanded on the |
| | election of a chairman or on |
| | any question of adjournment |
| | shall be taken at the meeting |
| | without adjournment) and the |
| | result of a poll shall be |
| | deemed to be the resolution of |
| | the meeting at which the poll |
| | is demanded. |
| | The demand for a poll shall not |
| | prevent the continuance of a |
| | meeting for the transaction of |
| | any business other than the |
| | question on which the poll has |
| | been demanded. The demand for a |
| | poll may be withdrawn. |
| | No notice need be given of a |
| | poll not taken immediately. |
| | Voting |
| | On a show of hands every |
| | Warrantholder who is present in |
| | person or, being a corporation, |
| | by its authorised |
| | representative or proxy shall |
| | have one vote. On a poll every |
| | Warrantholder who is present in |
| | person or by proxy shall have |
| | one vote for every Warrant of |
| | which he is the holder. |
| | In the case of joint holders of |
| | Warrants the vote of the senior |
| | who tenders a vote whether in |
| | person or by proxy shall be |
| | accepted to the exclusion of |
| | the vote of the other joint |
| | holders and for this purpose |
| | seniority shall be determined |
| | by the order in which the names |
| | stand in the Register. |
| | On a poll votes may be given |
| | either personally or by proxy |
| | and a Warrantholder entitled to |
| | more than one vote need not use |
| | all his votes or cast all the |
| | votes he uses in the same way. |
| | No objection shall be raised to |
| | the qualification of any person |
| | voting except at the meeting or |
| | adjourned meeting at which the |
| | vote objected to is tendered, |
| | and every vote not disallowed |
| | at the meeting shall be valid. |
| | Any objection made in due time |
| | shall be referred to the |
| | chairman whose decision shall |
| | be final and conclusive. |
| | In the case of an equality of |
| | votes whether on a show of |
| | hands or on a poll the chairman |
| | of the meeting at which the |
| | show of hands takes place or at |
| | which the poll is demanded |
| | shall be entitled to a casting |
| | vote in addition to the votes |
| | (if any) to which he may be |
| | entitled as a Warrantholder. |
+------------------------+-----------------------------------------------+
| Extraordinary | The expression "Extraordinary Resolution" |
| Resolution | means a resolution passed at a meeting of the |
| | Warrantholders duly convened and held in |
| | accordance with the provisions contained |
| | within the Warrant Instrument and carried by |
| | a majority consisting of not less than |
| | three-fourths of the persons voting thereat |
| | upon a show of hands or, if a poll is duly |
| | demanded, by a majority consisting of not |
| | less than three-fourths of the votes given on |
| | such poll. |
| | A resolution in writing signed by |
| | Warrantholders entitled to subscribe for not |
| | less than 75 per cent. of the Ordinary Shares |
| | which are the subject of outstanding Warrants |
| | pursuant to the Warrant Instrument in |
| | accordance with the provisions contained |
| | therein shall for all purposes be valid and |
| | effectual as an Extraordinary Resolution |
| | passed at a meeting duly convened and held in |
| | accordance with the provisions therein |
| | contained. Such resolution in writing may be |
| | contained in one document or in several |
| | documents in like form each signed by one or |
| | more of the Warrantholders. In the case of a |
| | body corporate the resolution may be signed |
| | on its behalf by a director or the secretary |
| | thereof or by its duly authorised |
| | representative or duly appointed attorney. |
| | An Extraordinary Resolution passed at a |
| | meeting of the Warrantholders duly convened |
| | and held in accordance with the Warrant |
| | Instrument shall be binding upon all |
| | Warrantholders whether or not present at the |
| | meeting and each of the Warrantholders shall |
| | be bound to give effect thereto accordingly. |
+------------------------+-----------------------------------------------+
| Modifications to the | Any modification to the Warrant Instrument |
| Warrant Instrument | may be effected only by an instrument in |
| | writing, executed by Raven Russia and |
| | expressed to be supplemental to the Warrant |
| | Instrument and, save in the case of a |
| | modification which is of a formal, minor or |
| | technical nature or made to correct a |
| | manifest error, only if it shall first have |
| | been sanctioned by an Extraordinary |
| | Resolution. |
+------------------------+-----------------------------------------------+
| Availability of the | Every Warrantholder shall be entitled to |
| Warrant Instrument | inspect a copy of the Warrant Instrument at |
| | the registered office of Raven Russia during |
| | normal business hours (Saturdays, Sundays and |
| | public holidays in the United Kingdom and |
| | Guernsey excepted), and shall be entitled to |
| | receive a copy of the Warrant Instrument |
| | against payment of such charges as the |
| | directors of Raven Russia may impose in their |
| | absolute discretion. |
+------------------------+-----------------------------------------------+
| Listing | On AIM, a market operated by London Stock |
| | Exchange plc. |
+------------------------+-----------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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