BAE Beale

 
TIDMBAE 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
  FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD 
      CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
29 January 2015 
 
                            RECOMMENDED CASH OFFER 
 
                                      FOR 
 
                     BEALE PLC ("Beales" or the "Company") 
 
                                      BY 
 
               ENGLISH ROSE ENTERPRISES LIMITED ("English Rose") 
 
 
     Posting of the Offer Document and statements of support for the Offer 
 
On 19 January 2015, the boards of Beales and English Rose, a company controlled 
by Andrew Perloff and his family trusts, announced that they had reached 
agreement on the terms of a recommended cash offer by English Rose for the 
entire issued and to be issued ordinary share capital of Beales (the "Offer"). 
 
The Offer Document containing the full terms of, and conditions to, the Offer, 
is today being posted to Beales Shareholders, together (where applicable) with 
the related Form of Acceptance (in respect of Beales Shares held in 
certificated form). The Offer Document incorporates a letter to Beales 
Shareholders from the Chairman of Beales setting out the background to and 
reasons for the Beales Directors' recommendation. 
 
The Offer will initially remain open for acceptance until 1.00 p.m. (London 
time) on 19 February 2015. 
 
Statements of support 
 
On 26 January 2015, English Rose announced it had received an irrevocable 
undertaking to accept the Offer from Nigel Beale and Anthony Lowrey in respect 
of 819,140 Beales Shares, representing 3.99 per cent. of the issued ordinary 
share capital of Beales. Nigel Beale and Anthony Lowrey have subsequently 
provided English Rose with the following statement: 
 
"We, being joint holders of 819,140 Beales Shares, representing 3.99 per cent. 
of the issued ordinary share capital of Beales have considered the terms of the 
Offer and the background to the recommendation by the Beales Directors as 
described in the announcement of the Offer dated 19 January 2015. 
 
We note, in particular, that Portnard has agreed to deposit GBP2.0 million with 
Wells Fargo Capital Finance affording Beales the ability to draw down an 
initial GBP1.0 million under the Collateralised Term Loan Facility with a further 
amount up to a maximum of GBP1.0 million potentially being made available to 
Beales by Wells Fargo Capital Finance subject to the matters described in the 
Announcement. 
 
We believe that the provision of such additional capital will be of benefit to 
Beales and its stakeholders and accordingly write to confirm that we are 
supportive of the Offer." 
 
Furthermore, the Beales Board has received the following statement from the 
trustees of the Beales Pension Scheme: 
 
"The Trustees of the Beales Pension Scheme ("the Scheme") have considered the 
Offer in conjunction with their professional advisers. 
 
Taking account of the circumstances described in the Offer Document, the 
Trustees are of the opinion that the Offer, whilst not without risk, represents 
the alternative which has the greater chance over time of securing members' 
benefits under the Scheme. They are therefore supportive of the Offer. 
 
The Trustees have been assured by the Offeror of its intention that the current 
structure of the Trustee board, including the presence of an independent 
professional Chairman of the Trustees, will continue, and that the Trustees 
will continue to be provided with trading and financial information as has been 
the case for some years. These assurances have been provided by Andrew Perloff 
to the Trustees of the Scheme and are not deemed to be post-offer undertakings 
for the purposes of Rule 19.7 of the Code." 
 
Procedure for accepting the Offer 
 
Full details of the procedure for accepting the Offer are set out in the letter 
from English Rose to Beales Shareholders in Part I of the Offer Document and 
are summarised below. 
 
To accept the Offer in respect of Beales Shares held in certificated form (that 
is, not in CREST), Beales Shareholders must complete the Form of Acceptance in 
accordance with the instructions printed on it and set out in paragraph 15.1 of 
the letter from English Rose to Beales Shareholders in Part I of the Offer 
Document, and return it (along with any appropriate share certificate(s) and/or 
other document(s) of title) using the accompanying reply-paid envelope (for use 
within the UK only) as soon as possible and, in any event, so as to be received 
by Capita Asset Services by 1.00 p.m. (London time) on 19 February 2015. 
Additional Forms of Acceptance can be obtained by contacting Capita Asset 
Services on telephone number 0871 664 0321 (or, if telephoning from outside the 
UK, on telephone number +44 20 8639 3399). 
 
To accept the Offer in respect of Beales Shares held in uncertificated form 
(that is, in CREST), Beales Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in paragraph 15.2 of the letter from English Rose to Beales Shareholders in 
Part I of the Offer Document so that a TTE Instruction settles as soon as 
possible and, in any event, no later than 1.00 p.m. (London time) on 19 
February 2015. If Beales Shareholders hold their Beales Shares as a CREST 
sponsored member, they should refer to their CREST sponsor as only their CREST 
sponsor will be able to send the necessary TTE instruction to CREST. 
 
General 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the Offer Document. 
 
A copy of this announcement and the Offer Document will be made available, 
subject to certain restrictions relating to persons resident in any Restricted 
Jurisdiction, on the website of English Rose's parent's website at 
www.portnard.com and on Beales' website at www.beales.co.uk until the end of 
the Offer Period. For the avoidance of doubt, the contents of the websites 
referred to above are not incorporated into and do not form part of this 
announcement. 
 
Enquiries 
 
English Rose Enterprises Limited 
Andrew Perloff/Simon Peters Tel. no.: 01707 667 300 
 
Sanlam Securities UK Limited (Financial adviser to English Rose) 
David Worlidge/Simon Clements Tel. no.: 020 7628 2200 
 
Beale PLC 
Michael Hitchcock Tel. no.: 01202 203 462 
 
Smith Square Partners LLP (Financial adviser to Beales) 
John Craven/Jade Jack Tel. no.: 020 3696 7260 
 
Buchanan Communications Ltd (PR adviser to Beales) 
Charles Ryland/Sophie McNulty Tel. no.: 020 7466 5000 
 
Sanlam Securities, which is authorised and regulated in the United Kingdom by 
the Financial Conduct Authority, is acting exclusively for English Rose and 
no-one else in relation to the Offer and will not be responsible to anyone 
other than English Rose for providing the protections afforded to the customers 
of Sanlam Securities or for providing advice in relation to the Offer or in 
relation to the contents of this announcement or any transaction or arrangement 
referred to herein, save as imposed by the Financial Services and Markets Act 
2000 or the regulatory regime established thereunder. 
 
Smith Square Partners, which is authorised and regulated in the United Kingdom 
by the Financial Conduct Authority, is acting exclusively for Beales and no-one 
else in relation to the Offer and will not be responsible to anyone other than 
Beales for providing the protections afforded to the clients of Smith Square 
Partners or for providing advice in relation to the Offer or in relation to the 
contents of this announcement or any transaction or arrangement referred to 
herein. 
 
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS 
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES 
NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO 
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR 
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER 
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN 
CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE 
OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND 
IN THE CASE OF BEALES SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. 
ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE 
INFORMATION CONTAINED IN THE OFFER DOCUMENT. 
 
To the extent permitted by applicable law, in accordance with, and to the 
extent permitted by, the Code and normal UK market practice, English Rose or 
its nominees or brokers (acting as agents) or their respective affiliates may 
from time to time make certain purchases of, or arrangements to purchase, 
Beales Shares, other than pursuant to the Offer, before or during the period in 
which the Offer remains open for acceptance. These purchases may occur either 
in the open market at prevailing prices or in private transactions at 
negotiated prices. Such purchases, or arrangements to purchase, will comply 
with all applicable UK rules, including the Code and the rules of the London 
Stock Exchange to the extent applicable. In addition, in accordance with, and 
to the extent permitted by, the Code and normal UK market practice, Sanlam 
Securities and its affiliates may engage in purchasing activities consistent 
with their respective normal and usual practice and applicable law. Any 
information about such purchases will be disclosed on a next day basis to the 
Panel and will be available from any Regulatory Information Service, including 
the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com. 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
 
The availability of the Offer to Beales Shareholders who are not resident in 
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 those jurisdictions. 
 
The Offer is not intended to be made, directly or indirectly, in, into or from 
any Restricted Jurisdiction and the Offer will not be capable of acceptance 
from or within any Restricted Jurisdiction. Accordingly, copies of this 
announcement are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in, into or from any Restricted 
Jurisdiction and persons receiving this announcement (including custodians, 
nominees and trustees) must not mail or otherwise distribute or send it in, 
into or from any Restricted Jurisdiction, as doing so may invalidate any 
purported acceptance of the Offer. Further details in relation to overseas 
Beales Shareholders will be contained in the Offer Document. 
 
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 of jurisdictions outside the UK. 
 
Disclosure requirements under 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 securities 
exchange 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 securities 
exchange offeror is first identified. An Opening Position Disclosure must 
contain details of the person's interests and short positions in, and rights to 
subscribe for, any relevant securities of each of (i) the offeree company and 
(ii) any securities exchange offeror(s). An Opening Position Disclosure by a 
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm 
(London time) on the 10th business day following the commencement of the offer 
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 
business day following the announcement in which any securities exchange 
offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a securities exchange offeror prior to 
the deadline for making an Opening Position Disclosure must instead make a 
Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
securities exchange offeror must make a Dealing Disclosure if the person deals 
in any relevant securities of the offeree company or of any securities exchange 
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 
securities exchange offeror, save to the extent that these details have 
previously been disclosed under Rule 8. A Dealing Disclosure by a person to 
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 securities exchange 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 of the Code). 
 
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. 
 
You should note that, for the purposes of the above summary of Rule 8 of the 
Code, English Rose is not treated as a securities exchange offeror and 
therefore there is no requirement to disclose interests or dealings in shares 
of English Rose or any other members of the Concert Party under Rule 8 of the 
Code. 
 
 
 
END 
 

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