TIDMJQV
RNS Number : 7028U
Minerva Bidco Limited
29 December 2011
Minerva Bidco Limited
29 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
RECOMMENDED CASH OFFER
for
Jacques Vert plc ("Jacques Vert")
by
Minerva Bidco Limited ("Minerva Bidco")
OFFER DECLARED WHOLLY UNCONDITIONAL
Minerva Bidco announces that as at 1.00 p.m. on 28 December
2011, it had received valid acceptances under the Offer in respect
of 5,510,813 Jacques Vert Shares, representing approximately 2.86
per cent. of the existing issued ordinary share capital of Jacques
Vert. Accordingly, by virtue of such acceptances and the market
purchases of Jacques Vert Shares made by Minerva Bidco (further
details of which are set out below), as at 1.00 p.m. on 28 December
2011, Minerva Bidco together with persons deemed to be acting in
concert with it has acquired or agreed to acquire, whether pursuant
to the Offer or otherwise, approximately 66.72 per cent. of the
existing issued ordinary share capital of Jacques Vert.
The Offer has therefore been declared unconditional in all
respects.
The Offer will initially remain open for acceptance until 1.00
p.m. on 9 January 2012.
By virtue of market purchases made by Minerva Bidco in respect
of 122,893,857 Jacques Vert Shares (representing approximately
63.85 per cent. of the existing issued ordinary share capital of
Jacques Vert) subsequent to the posting of the offer document dated
19 December 2011 ("Offer Document"), Minerva Bidco now holds or has
agreed to acquire, in aggregate 128,404,670 Jacques Vert Shares,
comprising approximately 66.72 per cent. of the existing issued
ordinary share capital of Jacques Vert.
Prior to the announcement of the Offer, irrevocable undertakings
to accept the Offer were received by Minerva Bidco in respect of
2,383,465 Jacques Vert Shares, representing approximately 1.24 per
cent. of the existing issued ordinary share capital of Jacques
Vert.
As at 1.00 p.m. on 28 December 2011, being the latest
practicable time prior to this announcement, valid acceptances in
respect of 2,383,465 Jacques Vert Shares that are subject to these
irrevocable undertakings had been received under the Offer,
comprising approximately 1.24 per cent. of the existing issued
ordinary share capital of Jacques Vert.
Settlement
Settlement of the consideration to which any Jacques Vert
Shareholder is entitled under the Offer will be despatched (in the
manner set out in, and subject to the provisions of, paragraph 13
of Part II of the Offer Document) to validly accepting Jacques Vert
Shareholders or credited to CREST accounts as appropriate (i) in
the case of acceptances received, valid and complete in all
respects, within 14 days of 29 December 2011, or (ii) in the case
of acceptances received, valid and complete in all respects, after
such date but while the Offer remains open for acceptance, within
14 days of such receipt.
If you hold your Jacques Vert Shares in certificated form (that
is, not in CREST), and wish to accept the Offer the Form of
Acceptance (enclosed with the Offer Document) must be completed and
returned by post, together with the relevant share certificate(s)
and/or other documents of title, in the enclosed reply-paid
envelope or by hand (during normal business hours only) to
Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE
as soon as possible and in any event so as to be received no later
than 1.00 p.m. on 9 January 2012.
If your Jacques Vert Shares are held in uncertificated form
(that is, in CREST), acceptances should be made electronically
through CREST so that the TTE Instruction settles no later than
1.00 p.m. on 9 January 2012 by following the procedure set out in
paragraph 12.6 of Part II and Part D of Appendix I to the Offer
Document. If you are a CREST sponsored member, you should refer to
your CREST sponsor as only your sponsor will be able to send the
necessary TTE Instruction to Euroclear.
Compulsory acquisition, de-listing and cancellation of admission
to trading of Jacques Vert Shares
If Minerva Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires or contracts to acquire, 90 per cent.
or more in nominal value of the Jacques Vert Shares to which the
Offer relates and of the voting rights carried by those Jacques
Vert Shares, Minerva Bidco intends to exercise its rights in
accordance with sections 974 to 991 of the Companies Act to acquire
compulsorily the remaining Jacques Vert Shares on the same terms as
the Offer.
Subject to any applicable requirements of the AIM Rules, Minerva
Bidco intends to procure that Jacques Vert applies to the London
Stock Exchange for the cancellation of trading in the Jacques Vert
Shares on AIM. It is anticipated that such cancellation will take
effect no earlier than 20 business days after Minerva Bidco
receives acceptances under the Offer and/or otherwise acquires or
contracts to acquire, 75 per cent. or more in nominal value of the
Jacques Vert Shares. The cancellation of trading of Jacques Vert
Shares will significantly reduce the liquidity and marketability of
any Jacques Vert Shares not acquired by Minerva Bidco.
It is also intended that assuming the cancellation of trading of
Jacques Vert Shares on AIM, Jacques Vert will be re-registered as a
private company.
Terms defined in the Offer Document have the same meaning in
this document
Enquiries:
Zeus Capital Limited
(Financial Adviser to Minerva Bidco)
Richard Hughes Tel: 0161 831 1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Minerva Bidco and for no one else in connection with the Offer
and is not advising any other person or treating any other person
as its client in relation thereto and will not be responsible to
anyone other than Minerva Bidco for providing the protections
afforded to clients of Zeus Capital, or for giving advice to any
other person in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase or subscribe for or an invitation to purchase,
any securities.
This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders are advised to read
carefully the Offer Document. The proposal for the Offer is being
made solely through the Offer Document (as amended by this
announcement) and the accompanying Form of Acceptance, which
contains the full terms and conditions of the Offer, including
details of how to accept the Offer. Please read carefully the Offer
Document in its entirety before making a decision with regards to
the Offer. Any acceptance or other response to the proposals should
be made on the basis of the information in the Offer Document.
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. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) 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(s), 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. (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.
Overseas Jurisdictions
The release, publication or 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.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of
England.
In particular, this announcement is not an offer which is 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, email, facsimile transmission, telex, telephone, the
internet or other forms of electronic transmission) of interstate
or foreign commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility from
or within a Restricted Jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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