TIDMHRO
RNS Number : 7399O
Berjaya Philippines Inc
24 September 2013
24 September 2013
MANDATORY CASH OFFER BY
BERJAYA PHILIPPINES INC ("BPI") FOR
H.R. OWEN PLC ("H.R. OWEN")
TIME PERIOD FOR ACCEPTANCE OF OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION
Background
On 29 July 2013, BPI made a cash offer to acquire the entire
issued and to be issued share capital of H.R. Owen, not already
held by it, at an offer price of 130 pence per Share (the "Offer").
The Offer was made by way of an offer document posted to
Shareholders on 29 July 2013 as supplemented by the supplementary
offer document published on 6 August 2013 (the "Original Offer
Document"). On 12 September 2013 BPI announced an acquisition of
2,350,000 Shares at 170 pence per Share, thereby triggering a
mandatory offer for H.R Owen ("Increased Mandatory Cash
Offer").
On 13 September 2013, the board of H.R. Owen recommended that
shareholders accept the Increased Mandatory Cash Offer, as the
directors intend to do in respect of their own and their connected
persons' beneficial holdings.
Time period for acceptance of the Offer
In connection with the announcement made by BPI on 23 September
2013 confirming that the Offer is now wholly unconditional, BPI
wishes to clarify that, in accordance with Rule 31.4 of the Code,
the Offer will remain open for acceptance until 11 October 2013,
being a period of 14 days after the date on which the Offer would
otherwise have expired.
Acceptances of the Offer must therefore be received by 1.00 p.m.
on 11 October 2013, in accordance with the instructions contained
in the Increased Mandatory Cash Offer Document.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interest and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30pm (London time) on the 10(th) business
day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead making a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
General
Terms used in this announcement have the same meaning as in the
Original Offer Document, unless stated otherwise.
This Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Increased Mandatory Cash Offer or otherwise. The Increased
Mandatory Cash Offer is made solely by the increased mandatory cash
offer document ("Increased Mandatory Cash Offer Document") which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Please carefully read the
Increased Mandatory Cash Offer Document in its entirety before
making a decision with respect to the Increased Mandatory Cash
Offer.
Enquiries
Arden Partners (Financial adviser to the Offeror)
Richard Day/Adrian Trimmings 020 7614 5900
Arden Partners plc., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to BPI in relation to the
Increased Mandatory Cash Offer and no-one else and will not be
responsible to anyone other than BPI for providing the protections
offered to clients of Arden Partners or for providing advice in
relation to matters set out in this announcement. Arden Partners
does not accept any responsibility whatsoever to any person other
than BPI for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Increased Mandatory Cash Offer.Arden Partners accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise have in respect of this
announcement or any such statement.
Overseas jurisdictions
Unless otherwise determined by the Offeror or required by the
Code and permitted by applicable law and regulation, the Increased
Mandatory Cash Offer is not being made, directly or indirectly, in
or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, by mail,
telephonically or electronically by way of internet or otherwise)
of interstate or foreign commerce of, or by any facilities of a
national, state or other securities exchange of, any Restricted
Jurisdiction, and the Increased Mandatory Cash Offer may not be
accepted by any other such use, means, instrumentality or facility
from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Offeror or required by the Code and
permitted by applicable law and regulation, copies of this
announcement and any other documents related to the Increased
Mandatory Cash Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. If any Shareholder remains in
any doubt, such Shareholder should consult his professional adviser
in the relevant jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the 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 and/or
regulations of jurisdictions outside the UK. Any person (including,
without limitation, any custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement to any jurisdiction
outside the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
Publication on websites
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on the
Offeror's website www.bcor.com.ph by no later than 12 noon on 25
September 2013. Neither the contents of the Offeror's website, nor
the content of any other website accessible from hyperlinks on the
Offeror's website, is incorporated into or forms part of this
announcement.
You may request a hard copy of this announcement by contacting
Arden Partners during business hours on +44(0)20-7614-5917. It is
important that you note that unless you make such a request and
save as otherwise required by Rule 2.12 of the Code, a hard copy of
this announcement will not be sent to you.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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