RTY Rutley (See LSE:DPE)

 

TIDMRTY 
 
RNS Number : 2850W 
Black Sea Global Properties Limited 
24 July 2009 
 

Not for release, publication or distribution in or into the United States of 
America, Canada, Australia, the Republic of South Africa or Japan 
24 July 2009 
 
 
 
 REVISED AND RECOMMENDED CASH OFFER 
 
 
BY 
 
 
BLACK SEA GLOBAL PROPERTIES LIMITED 
 
 
FOR 
 
 RUTLEY EUROPEAN PROPERTY LIMITED 
  INCREASED OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 
Summary 
  *  The Board of Black Sea Global Properties Limited ("BSGP") announces that valid 
  acceptances have been received in respect of 140,843,147 Rutley Shares, 
  representing approximately 67.31 per cent. of the existing issued redeemable 
  preference share capital of Rutley. 
  *  The Board of BSGP is pleased to announce that the Increased Offer is declared 
  unconditional in all respects. 
  *  The Increased Offer will be extended until 3.00pm (London time) on 7 August 
  2009. 
 
BSGP's Intentions 
Having obtained control of Rutley, BSGP intends to: 
  *  retain Rutley's listing on the Daily Official List, subject to approval from the 
  London Stock Exchange; 
  *  apply its extensive financial and management resources to restructuring and 
  recapitalising Rutley; 
  *  invite Rutley Shareholders, to the extent practicable, to participate in any 
  future fundraising in proportion to their respective shareholdings at the time; 
  *  internalise the management of Rutley to align the interests of shareholders and 
  the management team; 
  *  seek to enlarge Rutley's existing portfolio through strategic acquisitions 
  and/or the acquisition of real estate assets from either or both of BSGP and/or 
  Rompetrol Holding S.A.; 
  *  appoint Mr. Obie Moore, a director of BSGP, to the Rutley board; and 
  *  revise Rutley's investment policy to permit the continued growth of its property 
  portfolio beyond 31 December 2009, by removing the provision from the articles 
  of association of Rutley which would otherwise oblige the board to commence 
  Rutley's winding up in 2013. 
 
Level of Acceptances 
The Board of BSGP announces that as of 3.00 p.m. (London time) on 24 July 2009, 
the first closing date of the Increased Offer, valid acceptances had been 
received in respect of 140,843,147 Rutley Shares, representing approximately 
67.31 per cent. of the existing issued redeemable preference share capital of 
Rutley. 
BSGP has acquired or agreed to acquire 150,000 Rutley Shares, representing 
approximately 0.07 per cent. of the existing issued redeemable preference share 
capital of Rutley. In addition, Finite Assets Limited, a company wholly owned by 
Rompetrol Holding S.A. and acting in concert with BSGP acquired 33,744,315 
Rutley Shares, representing approximately 16.13 per cent. of the existing issued 
redeemable preference share capital of Rutley. BSGP has received valid 
acceptances from Finite Assets Limited in respect of all of the above shares and 
these acceptances are included in the total of valid acceptances referred to 
above. 
BSGP also received letters of intent to accept or procure acceptance of the 
Increased Offer in respect of 20,000,000 Rutley Shares, representing 
approximately 9.56 per cent. of the existing issued redeemable preference share 
capital of Rutley. BSGP has received valid acceptances in respect of all of such 
Rutley Shares and these acceptances are included in the total of valid 
acceptances referred to above. 
Accordingly, BSGP either owns, or has received valid acceptances in respect of, 
a total of 140,993,147 Rutley Shares, representing, in aggregate, approximately 
67.38 per cent. of the existing issued redeemable preference share capital of 
Rutley, all of which may be counted towards satisfaction of the acceptance 
condition to the Increased Offer. The Increased Offer has now become 
unconditional as to acceptances and unconditional in all respects. 
Increased Offer Extension 
The Increased Offer will remain open for acceptance until 3.00 p.m. (London 
time) on 
7 August 2009. 
Settlement 
The consideration to which any Rutley Shareholder is entitled under or in 
consequence of the Increased Offer will be effected by the despatch of cheques 
or by crediting CREST accounts (as applicable) either on or before 7 August 2009 
in respect of acceptances received by 3.00 p.m. (London time) on 24 July 2009 
which are valid and complete, and within 14 days of the date of receipt in 
respect of any further acceptances which are received after such time and which 
are valid and complete. 
General 
Terms used but not defined in this announcement shall have the meaning given to 
them in the Increased Offer Document posted to shareholders on the 10 July 2009. 
A copy of this announcement has been published on BSGP's website and can be 
viewed at www.bsgproperties.com. 
Enquiries 
+----------------------------------------------+----+----------------------+ 
| Lazard & Co., Limited (Financial Adviser to  |    | +44 (0) 20 7187 2000 | 
| BSGP)                                        |    |                      | 
| Patrick Long                                 |    |                      | 
| Michael Bressler                             |    |                      | 
+----------------------------------------------+----+----------------------+ 
| Oriel Securities Limited (Broker to BSGP)    |    | +44 (0) 20 7710 7600 | 
| Tom Durie                                    |    |                      | 
| Sapna Shah                                   |    |                      | 
+----------------------------------------------+----+----------------------+ 
| Financial Dynamics (PR adviser to BSGP)      |    | +44 (0) 20 7831 3113 | 
| Richard Sunderland                           |    |                      | 
| Stephanie Highett                            |    |                      | 
| Rachel Drysdale                              |    |                      | 
+----------------------------------------------+----+----------------------+ 
Lazard & Co., Limited ("Lazard"), which is regulated by the Financial Services 
Authority, is acting for BSGP in connection with the Increased Offer and no-one 
else and will not be responsible to anyone other than BSGP for providing the 
protections afforded to customers of Lazard or for providing advice in relation 
to the Increased Offer. 
Oriel Securities Limited ("Oriel"), which is regulated by the Financial Services 
Authority, is acting for BSGP in connection with the Increased Offer and no-one 
else and will not be responsible to anyone other than BSGP for providing the 
protections afforded to customers of Oriel or for providing advice in relation 
to the Increased Offer. 
Overseas territories 
The Increased Offer is not being made, directly or indirectly, in or into, or by 
use of the mails of, or by any means or instrumentality (including, without 
limitation, facsimile transmission, internet, email, telex or telephone) of 
interstate or foreign commerce of, or any facility of a national state or other 
securities exchange of, the United States, Canada, Australia, the Republic of 
South Africa or Japan and subject to certain exceptions cannot be accepted by 
any such use, means, instrumentality or facility or from within those 
territories. Accordingly, copies of this announcement and any related offer 
documentation are not being, and must not be, mailed or otherwise distributed or 
sent in or into the United States, Canada, Australia, the Republic of South 
Africa or Japan and so doing may invalidate a purported acceptance of the 
Increased Offer. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPSEMFMLSUSEEW 
 

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