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RNS Number : 6488M
Jupiter Properties 2011 UK Limited
19 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
19 August 2011
For immediate release
Recommended cash offer for Minerva plc by Jupiter Properties
2011 UK Limited
Offer declared unconditional in all respects
Introduction
On 29 June 2011, the board of Minerva plc ("Minerva") and a
consortium (the "Consortium") consisting of funds advised by AREA
Property Partners (UK) Limited ("AREA") and a subsidiary of DV4
Limited ("DV4"), which is advised by Delancey Real Estate Asset
Management Limited ("Delancey") announced that they had reached
agreement on the terms of a recommended cash offer by the
Consortium, through a special purpose vehicle Jupiter Properties
2011 UK Limited ("Jupiter"), for the entire issued and to be issued
share capital of Minerva (the "Offer").
On 29 July 2011, Jupiter announced that the Offer had been
declared unconditional as to acceptances but that it remained
subject to the other conditions contained in the Offer
Document.
Offer declared unconditional in all respects
Jupiter is pleased to announce that all of the other conditions
to the Offer, as set out in the Offer Document, have now been
satisfied or waived and the Offer is now declared unconditional in
all respects.
Level of acceptances
As at 4.00 p.m. (London time) on 18 August 2011, the last
practicable date prior to the date of this announcement, Jupiter
had received valid acceptances from Minerva Shareholders in respect
of 108,063,936 Minerva Shares, representing approximately 67.03 per
cent. of the existing issued ordinary share capital of Minerva.
These acceptances include those received in respect of 979,960
Minerva Shares, representing approximately 0.61 per cent. of the
existing issued share capital of Minerva, which were subject to
irrevocable undertakings given by Minerva directors. Irrevocable
undertakings given by Minerva directors relating to 3,593,333
Minerva Shares remain outstanding. These outstanding irrevocable
undertakings relate to Minerva Shares to be issued pursuant to the
Minerva Executive Incentive Plan that will not vest until
performance has been determined after the Offer is declared
unconditional in all respects.
Furthermore, on 13 July 2011, Jupiter disclosed that its total
shareholding in aggregate was 38,888,543 Minerva Shares,
representing 24.12 per cent. of the existing issued share capital
of Minerva, which Jupiter may count towards satisfaction of the
acceptance condition to the Offer.
In aggregate, therefore, Jupiter has acquired, agreed to acquire
or received valid acceptances in respect of 146,952,479 Minerva
Shares, representing approximately 91.15 per cent. of the existing
issued ordinary share capital of Minerva, or 88.33 per cent. of the
existing issued ordinary share capital to which the Offer
relates.
Closing date of the Offer
The Offer will remain open for acceptance until further notice
and at least 14 days' notice will be given if Jupiter decides to
close the Offer.
Minerva Shareholders who hold their Minerva Shares in
certificated form (that is, not in CREST) and wish to accept the
Offer, should do so, as soon as possible, by completing, signing
and returning the Form of Acceptance in order to accept the Offer
in accordance with the instructions set out in the Offer Document
and on the Form of Acceptance.
Minerva Shareholders who hold their Minerva Shares in
uncertificated form (that is, in CREST) and wish to accept the
Offer, should do so electronically through CREST, as soon as
possible, in accordance with the instructions set out in the Offer
Document. If you hold Minerva Shares as a CREST sponsored member,
you should refer to your CREST sponsor as only your CREST sponsor
will be able to send the necessary TTE Instruction to Euroclear in
relation to your Minerva Shares.
Settlement of consideration
Cash consideration will be paid within 14 days of the date of
this announcement to those Minerva Shareholders whose valid
acceptances have already been received. Payment of cash
consideration in respect of valid acceptances received after the
date of this announcement will be made within 14 days after receipt
of such valid acceptance.
De-listing
As valid acceptances of the Offer have been received in respect
of Minerva Shares carrying more than 75 per cent. of the voting
rights of Minerva, Jupiter intends to procure that Minerva apply to
the FSA for the cancellation of Minerva's listing on the Official
List of the FSA and to the London Stock Exchange for the
cancellation of the admission to trading of Minerva Shares on the
London Stock Exchange's market for listed securities.
We expect that cancellation of the securities on the Official
List to become effective at 8.00am on 19 September 2011 (being the
date 20 business days after the date of this announcement), with
the last day of trading in Minerva Shares on the London Stock
Exchange's main market for listed securities being 18 September
2011.
Minerva Shareholders should note that de-listing is likely to
significantly reduce the liquidity and marketability of any Minerva
Shares in respect of which the Offer has not been accepted.
Compulsory acquisition
Jupiter also confirms that, where Jupiter receives acceptances
under the Offer in respect of, or otherwise acquires, 90 per cent.
or more of the Minerva Shares to which the Offer relates, Jupiter
intends to exercise its rights under the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to acquire compulsorily any
remaining Minerva Shares on the same terms as the Offer.
Re-registration
Jupiter also confirms its intention that, following the
cancellation of the listing of the Minerva Shares on the Official
List and the cancellation of the admission to trading in Minerva
Shares on the London Stock Exchange's market for listed securities,
Minerva will be re-registered as a private limited company under
section 97 of the Companies Act 2006.
Interests in relevant securities
Save for the interests set out below, as at close of business on
18 August 2011, being the latest practicable date prior to
publication of this announcement, neither Jupiter nor any of the
directors of Jupiter nor (so far as Jupiter is aware) any person
acting in concert with Jupiter (within the meaning of the City
Code) (a) is interested in, or has any rights to subscribe for, any
relevant securities of Minerva or securities convertible or
exchangeable into Minerva Shares, (b) has any short position
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant
securities of Minerva, or (c) has borrowed or lent any relevant
securities of Minerva (save for any borrowed shares which have been
either on-lent or sold).
As at close of business on 18 August 2011, being the latest
practicable date prior to publication of this announcement, the
following interests were disclosable by Jupiter or persons acting
in concert with it:
-- Jupiter - 38,888,543 Minerva Shares (24.12 per cent. of the
existing issued share capital of Minerva).
General
Unless expressly defined in this announcement, defined terms
used in this announcement shall have the same meanings as set out
in the Offer Document posted to Minerva Shareholders on 30 June
2011. In accordance with Rule 19.11 of the City Code, a copy of
this announcement and all other documents, announcements or
information published in relation to the Offer will be available on
Minerva's website at www.minervaplc.co.uk, AREA's website at
www.areapropertypartners.com and Delancey's website at
www.delancey.com.
The content of the websites referred to in this announcement are
not incorporated into and do not form part of this
announcement.
Enquiries
Jupiter
Paul Goswell +44 (0)20 7448 1448
Colin Wagman +44 (0)20 7448 1448
Wilson Lamont +44 (0)20 7259 3000
John Robertson +44 (0)20 7259 3000
N M Rothschild & Sons Limited ("Rothschild") +44 (0)20 7280
5000
(Financial adviser to Jupiter)
Alex Midgen
Richard Blackwell
Ernst & Young LLP ("Ernst & Young") +44 (0)20 7951
2000
(Financial adviser to Jupiter)
Fraser Greenshields
Tim Medak
Mark Harrison
Financial Dynamics +44 (0)20 7831 3113
(Public Relations adviser to Jupiter)
Dido Laurimore
Brunswick +44 (0)20 7404 5959
(Public Relations adviser to Minerva)
Simon Sporborg
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for each of AREA and Jupiter and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than each of AREA and Jupiter for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Ernst & Young, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting only
for each of Jupiter and DV4 811, and no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Jupiter and DV4 811 for providing the
protections afforded to its clients nor for providing advice in
connection with the subject matter of this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by the laws and/or regulations of those
jurisdictions and therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
or the United States should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer 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. Persons
receiving such documents (including custodians, nominees and
trustees) should observe these restrictions and should not send or
distribute documents, from or into Restricted Jurisdictions as
doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Minerva Shareholders who are
resident in jurisdictions other than the United Kingdom or the
United States may be restricted by the laws and/or regulations of
those jurisdictions. Any Minerva Shareholders who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom or the United States should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
This announcement has been prepared for the purpose 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.
The receipt of cash pursuant to the Offer by Minerva
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Minerva Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of acceptance
to the Offer.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and Minerva Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Minerva's financial statements, and all
financial information that is included in this announcement or that
may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of the City Code, the Panel,
the London Stock Exchange and the UK Financial Services Authority.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United
States domestic tender offer procedures and law. In the United
States, the Offer will be made solely by Jupiter and not by any of
its financial advisers.
Minerva and Jupiter are both companies incorporated under the
laws of England and Wales. Most of the directors of these companies
are residents of countries other than the United States.
Substantially all of the assets of Minerva and Jupiter are located
outside the United States. As a result, it may not be possible for
Minerva Shareholders in the United States to effect service of
process within the United States upon Minerva or Jupiter or their
respective officers or directors or to enforce against any of them
judgements of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Minerva or Jupiter or their respective
officers or directors in a non-US court for violations of the
United States securities laws. There is also substantial doubt as
to enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of United States courts,
based on the civil liability provisions of United States federal
securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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