TIDMJQV
RNS Number : 5552V
Minerva Bidco Limited
13 January 2012
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
If you are in any doubt about the Offer or the action you should
take, you are recommended immediately to seek your own financial
advice from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 if you are in the United
Kingdom or, if not, from another appropriately authorised
independent financial adviser.
13 January 2012
RECOMMENDED CASH OFFER
for
Jacques Vert plc ("Jacques Vert")
by
Minerva Bidco Limited ("Minerva Bidco")
Compulsory Acquisition of outstanding Jacques Vert Shares
On 29 December 2011, Minerva Bidco announced that the
recommended cash offer for the entire issued and to be issued
ordinary share capital of Jacques Vert (the "Offer")had been
declared unconditional in all respects and, on 10 January 2012,
Minerva Bidco announced that it held or has agreed to acquire
approximately 94.40 per cent. of the existing issued ordinary share
capital of Jacques Vert and intended to exercise its rights
pursuant to the provisions of sections 974 to 991 (inclusive) of
the Companies Act to acquire compulsorily any outstanding Jacques
Vert Shares not acquired or agreed to be acquired pursuant to the
Offer or otherwise.
Details of acceptances
As at 1.00 p.m. (London time) on 12 January 2012, the latest
practicable date prior to the making of this announcement, valid
acceptances of the Offer had been received in respect of a total of
54,712,740 Jacques Vert Shares, representing approximately 28.29
per cent. of the existing issued ordinary share capital of Jacques
Vert. Together with market purchases made by Minerva Bidco in
respect of 129,451,218 Jacques Vert Shares, representing
approximately 66.94 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 184,163,958
Jacques Vert Shares, representing approximately 95.23 per cent. of
the existing issued ordinary share capital of Jacques Vert.
Compulsory acquisition
As Minerva Bidco has acquired or unconditionally contracted to
acquire, by virtue of acceptances of the Offer, 90 per cent. or
more in value of the Jacques Vert Shares to which the Offer relates
and 90 per cent. or more of the voting rights carried by the
Jacques Vert Shares to which the Offer relates, Minerva Bidco is
therefore entitled to acquire compulsorily the remaining Jacques
Vert Shares which it does not already own or has unconditionally
contracted to acquire, by virtue of acceptances of the Offer, and
Minerva Bidco intends to exercise this power conferred by section
979 of the Companies Act.
Consequently, Minerva Bidco announces the despatch today of
formal compulsory acquisition notices (the "Compulsory Acquisition
Notices"), in the prescribed form under section 980(1) of the
Companies Act, to all Jacques Vert Shareholders who have not to
date accepted the Offer giving notice of its intention to exercise
its right under section 979 of the Companies Act to acquire
compulsorily any remaining Jacques Vert Shares in respect of which
the Offer has not been accepted on the same terms as the Offer.
The Offer will remain open for acceptances until midnight
(London time) on 24 February 2012.
Unless any of the Jacques Vert Shareholders who have not to date
accepted the Offer and who do not accept the Offer by midnight
(London time) on 24 February 2012, apply to the court and the court
orders otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 24 February 2012, the Jacques
Vert Shares held by those Jacques Vert Shareholders who have not
accepted the Offer will be acquired compulsorily by Minerva Bidco
on the same terms as the Offer. The consideration to which those
Jacques Vert Shareholders will be entitled will be held by Jacques
Vert as trustee on behalf of those Jacques Vert Shareholders who
have not accepted the Offer and they will be requested to claim
their consideration by writing to Jacques Vert at the end of the
six week period.
It is also proposed that Jacques Vert be re-registered as a
private company under the relevant provisions of the Companies Act
following the cancellation of trading of Jacques Vert Shares on AIM
which it is anticipated will take effect at 7.00 a.m. (London time)
on 7 February 2012.
Terms defined in the Offer Document have the same meaning as
when used in this announcement.
A copy of this announcement will be published on the following
website: www.jacques-vert-plc.co.uk. Also, a specimen Compulsory
Acquisition Notice and a specimen of the letters which will today
be sent with it to the Jacques Vert Shareholders who have not
accepted the Offer shall be available to view on
www.jacques-vert-plc.co.uk.
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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