Statement re Rec Cash Offer - Clapham House Group
September 23 2010 - 6:31AM
UK Regulatory
TIDMCPH
RNS Number : 1878T
Nando's Group Holdings Ltd
23 September 2010
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
23 September 2010
Statement regarding the recommended cash offer by Nando's Group Holdings Limited
("NGHL") for The Clapham House Group plc ("Clapham House")
Additional shareholder irrevocable undertakings and letter of intent received
On 17 September 2010, the boards of NGHL and Clapham House announced (the
"Announcement") that they had reached an agreement on the terms of a recommended
cash offer under which NGHL will acquire the entire issued and to be issued
ordinary share capital of Clapham House not already owned by its or its
associates (the "Offer").
Further to the Announcement, NGHL confirms that, as at 3:30 p.m on 22 September
2010, Wolvercote Investments Limited ("Wolvercote") and Edward Spencer-Churchill
have each given irrevocable undertakings to accept the Offer and Wolvercote has
given a letter of intent in support of the Offer in respect of, in aggregate,
3,856,350 Clapham House Shares amounting to approximately 9.4 per cent. of the
existing issued ordinary share capital of Clapham House.
Following receipt of these irrevocable undertakings and this letter of intent,
NGHL's associates and concert parties own, and NGHL has received irrevocable
undertakings to accept the Offer and letters of intent in support of the Offer
with respect to, in aggregate, 19,346,084 Clapham House Shares representing
approximately 47.1 per cent. of the existing issued ordinary share capital of
Clapham House.
The details of the irrevocable undertakings and letter of intent are as follows:
+----------------------------+-----------------+-----------------+
| Name | Number of | % of issued |
| | Clapham House | ordinary share |
| | Shares | capital of |
| | | Clapham House |
+----------------------------+-----------------+-----------------+
| Irrevocable Undertakings | | |
+----------------------------+-----------------+-----------------+
| Wolvercote | 2,388,000 | 5.82 |
+----------------------------+-----------------+-----------------+
| Edward Spencer-Churchill* | 325,000 | 0.79 |
+----------------------------+-----------------+-----------------+
| Total | 2,713,000 | 6.61 |
+----------------------------+-----------------+-----------------+
| | | |
+----------------------------+-----------------+-----------------+
| Letter of Intent | | |
+----------------------------+-----------------+-----------------+
| Wolvercote** | 1,143,350 | 2.79 |
+----------------------------+-----------------+-----------------+
| Total | 1,143,350 | 2.79 |
+----------------------------+-----------------+-----------------+
* Held on behalf of Edward Spencer-Churchill by Fitel Nominees Limited
**Held on behalf of Wolvercote as beneficial owner by MF Global UK Limited,
trading as MF Touch
The irrevocable undertakings given by Wolvercote and Edward Spencer-Churchill
will lapse if either (i) the Offer Document is not posted by midnight on 15
October 2010 (being within 28 days of the Announcement) (or within such longer
period as NGHL, with the consent of the Panel, determines); or (ii) the Offer
lapses or is withdrawn without having become wholly unconditional.
If a cash only offer for Clapham House which exceeds the value of the Offer by
at least 10 per cent. (a "Higher Competing Offer") is made prior to the latest
time for acceptance of the Offer then the irrevocable undertakings shall be
suspended. If NGHL does not match such Higher Competing Offer prior to midnight
on the fourteenth day after the day on which the relevant Higher Competing Offer
is made then the irrevocable undertakings will lapse.
The letter of intent given by Wolvercote is a non-binding letter of intent to
accept, or procure the acceptance of, the Offer.
Enquiries
+-------------------------------------------+--------------------+
| The Maitland Consultancy (PR Adviser to | |
| NGHL) | |
+-------------------------------------------+--------------------+
| Anthony Silverman | +44(0)20 7379 5151 |
+-------------------------------------------+--------------------+
| Tom Eckersley | |
+-------------------------------------------+--------------------+
| | |
+-------------------------------------------+--------------------+
| Lazard & Co., Limited (Financial Adviser | |
| to NGHL) | |
+-------------------------------------------+--------------------+
| Giles Roshier | +44(0)20 7187 2000 |
+-------------------------------------------+--------------------+
The directors of NGHL accept responsibility for the information contained in
this announcement and confirm that, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise.
The Offer will be made solely by means of an Offer document and the acceptance
forms accompanying the Offer document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City Code on Takeovers and Mergers 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 United
Kingdom.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by NGHL or required by the City Code on Takeover and
Mergers, and permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in, into or from a restricted Jurisdiction where
to do so would violate the laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within a restricted jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a restricted jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.
The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves and observe any applicable requirements of those jurisdictions. Any
failure to comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
Lazard & Co., Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to NGHL and no-one else in
connection with the Offer and will not be responsible to anyone other than NGHL
for providing the protections offered to clients of Lazard nor for providing
advice in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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