BRG Braemar

 

TIDMBRG TIDMBRK 
 
RNS Number : 8192O 
Braemar Group PLC 
05 July 2010 
 

 
5 July 2010 
 
  Recommended Cash Offer for Braemar Group plc ("Braemar") by Brooks Macdonald 
                         Group plc ("Brooks Macdonald") 
 
                        RESULT OF BRAEMAR GENERAL MEETING 
 
On 8 June 2010, Braemar Management, the Braemar Independent Directors and the 
Board of Brooks Macdonald announced the terms of a recommended cash offer to be 
made by Brooks Macdonald, to acquire the entire issued and to be issued share 
capital of Braemar not subject to the Management Share Purchase Agreement. The 
Offer price is 2.25 pence in cash for each Ordinary Share. 
 
It was a condition of the Offer that Braemar Independent Shareholders approve 
the Management Share Purchase Agreement. 
 
Braemar is pleased to announce that, at the General Meeting held earlier today, 
the resolution to approve the Management Share Purchase Agreement was passed. 
 
Next Steps 
 
The first closing date of the Offer is at 1.00 p.m. (London time) on 6 July 
2010. 
 
To accept the Offer for Ordinary Shares held in certificated form, Braemar 
Shareholders should complete, sign and return the Form of Acceptance, which 
accompanies the Offer Document, in accordance with the instructions contained 
therein and set out in the Offer Document. 
 
To accept the Offer for Ordinary Shares held in uncertificated form (that is, in 
CREST), Braemar Shareholders should follow the procedure for electronic 
acceptance through CREST in accordance with the instructions set out in the 
Offer Document. 
 
Copies of the Offer Document, the Form of Acceptance and other documents on 
display for the purposes of the Offer are available for inspection at the 
offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT during usual 
business hours Monday to Friday (public holidays excepted) and on the following 
website: www.brooksmacdonald.com while the Offer remains open for acceptance. 
 
In accordance with Rule 19.11 of the City Code, copies of this announcement, the 
Offer Document and the Form of Acceptance are available for inspection, subject 
to certain restrictions relating to persons resident in Restricted 
Jurisdictions, while the Offer remains open for acceptance on the following 
websites: www.brooksmacdonald.com and www.braemar-group.co.uk. 
 
Capitalised terms used but not defined in this announcement have the same 
meaning given to them in the Offer Document. 
 
Enquiries 
Brooks Macdonald Group plc 
Tel: +44(0)20 7499 6424 
Chris Macdonald (Chief Executive) 
Simon Jackson (Finance Director) 
 
Braemar Group plc 
Tel: +44(0)161 929 4969 
Martin Robinson (Chairman) 
Marc Duschenes (Chief Executive) 
 
Braemar Independent Director 
Tel:  + 353 87 757 4857 
Anthony McFarland 
 
Collins Stewart Europe Limited 
Financial adviser, Nomad and broker to Brooks Macdonald 
Tel: +44(0)20 7523 8350 
Bruce Garrow 
Mark Connelly 
 
Zeus Capital Limited 
Financial adviser, Nomad and broker to Braemar 
Tel: +44(0)161 831 1512 
Alex Clarkson 
Nick Cowles 
 
Bankside Consultants 
Financial PR adviser to Brooks Macdonald 
Tel: +44(0)20 7367 8888 
Simon Rothschild 
Oliver Winters 
 
Collins Stewart, which is authorised and regulated in the United Kingdom by the 
FSA, is acting as financial adviser to Brooks Macdonald and no one else in 
connection with the contents of this announcement, the Form of Acceptance and 
the Offer, and will not be responsible to anyone other than Brooks Macdonald for 
providing the protections afforded to the clients of Collins Stewart nor for 
providing advice in connection with the Offer or any matter referred to  herein, 
or the Form of Acceptance. 
 
Zeus Capital, which is authorised and regulated in the United Kingdom by the 
FSA, is acting exclusively for Braemar and no one else in connection with the 
matters set forth in this announcement, the Form of Acceptance and the Offer, 
and accordingly, Zeus Capital will not be responsible to anyone other than 
Braemar for providing the protections offered to clients of Zeus Capital nor for 
providing advice in relation to the Offer, the contents of this announcement or 
the Form of Acceptance. 
 
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 the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise.  The Offer is made solely 
through the Offer Document and, in the case of certificated Ordinary Shares, the 
Form of Acceptance, which will together contain the full terms and conditions of 
the Offer, including details of how to accept the Offer. Any acceptance or other 
response to the Offer should be made only on the basis of the information 
contained in the Offer Document and, in the case of certificated Ordinary 
Shares, the Form of Acceptance. 
 
Overseas Shareholders 
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. 
 
Unless otherwise determined by Brooks Macdonald, the Offer is not being, and 
will not be, made, directly or indirectly, in or into or by the use of the mails 
of, or by any other means or instrumentality (including, without limitation, 
electronic mail, facsimile transmission, telex, telephone, internet or other 
forms of electronic communication) of interstate or foreign commerce of, or any 
facility of a national securities exchange of any Restricted Jurisdiction (as 
defined herein) and will not be capable of acceptance by any such use, means or 
facility or from within any such Restricted Jurisdiction. Accordingly, unless 
otherwise determined by Brooks Macdonald, copies of this announcement and any 
other documentation relating to the Offer (including, without limitation, the 
Form of Acceptance) are not being, and must not be, directly or indirectly, 
mailed or otherwise forwarded, distributed or sent in or into or from any 
Restricted Jurisdiction and persons receiving such documents (including 
custodians, nominees and trustees) must not mail or otherwise forward, 
distribute or send any such documents in or into or from any such Restricted 
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. 
Any person (including, without limitation, custodians, nominees and trustees) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Form of Acceptance (if 
applicable) and/or any other related document to any jurisdiction outside the 
United Kingdom should inform themselves of, and observe, any applicable legal or 
regulatory requirements of any relevant jurisdiction. It is the responsibility 
of each Overseas Shareholder to inform himself, herself or itself about and 
observe any applicable legal requirements. 
 
No Overseas Shareholder receiving a copy of this announcement and/or the Form of 
Acceptance and/or any other documentation relating to the Offer in a Restricted 
Jurisdiction may treat the same as constituting an invitation or offer to him 
and in such circumstances, this announcement and/or the Form of Acceptance 
and/or any other documentation relating to the Offer are sent for information 
only. It is the responsibility of any Overseas Shareholder receiving a copy of 
this announcement and/or the Form of Acceptance and/or any other documentation 
relating to the Offer in any jurisdiction outside the United Kingdom who wishes 
to accept the Offer to satisfy himself as to the full observance of the laws and 
regulatory requirements of that jurisdiction in connection with the Offer, 
including obtaining any governmental, exchange control or other consents which 
may be required, and compliance with any other necessary formalities which need 
to be observed and the payment of any transfer or other taxes or duties that may 
be or become due under the laws of such jurisdiction. Any such Overseas 
Shareholder will be responsible for any such transfer or other taxes or duties 
by whomsoever payable and Brooks Macdonald (and any person acting on behalf of 
Brooks Macdonald) shall be fully indemnified and held harmless by such Overseas 
Shareholder for any such transfer or other taxes or duties or other requisite 
payments as Brooks Macdonald (and any person acting on behalf of Brooks 
Macdonald) may be required to pay. 
 
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 England. 
 
Dealing disclosure requirements 
 
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 
or more of any class of relevant securities of an offeree company or of any 
paper offeror (being any offeror other than an offeror in respect of which it 
has been announced that its offer is, or is likely to be, solely in cash) must 
make an Opening Position Disclosure following the commencement of the offer 
period and, if later, following the announcement in which any paper offeror is 
first identified. An Opening Position Disclosure must contain details of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of each of: (i) the offeree company; and (ii) any paper 
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) 
applies must be made by no later than 3.30 p.m. on the 10th business day 
following the commencement of the offer period and, if appropriate, by no later 
than 3.30 p.m. on the 10th business day following the announcement in  which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 
1 per cent. or more of any class of relevant securities of the offeree company 
or of any paper offeror must make a Dealing Disclosure if the person deals in 
any relevant securities of the offeree company or of any paper offeror. A 
Dealing Disclosure must contain details of the dealing concerned and of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of each of: (i) the offeree company; and (ii) any paper 
offeror, save to the extent that these details have previously been disclosed 
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must 
be made by no later than 3.30 p.m. 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 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 Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPRAMBTMBMMBTM 
 

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