TIDMSUH
RNS Number : 7660B
FB Investors LLP
12 January 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
12 January 2018
RECOMMENDED PARTIAL CASH OFFER
by
FB INVESTORS LLP
for up to 67,393,960 ordinary shares, representing 70 per cent.
of the issued ordinary share capital, of
SUTTON HARBOUR HOLDINGS PLC
Rule 24.16 disclosure
FB Investors LLP, whose partial offer for Sutton Harbour
Holdings plc was declared wholly unconditional on 3 January 2018,
announces that, in addition to the fees disclosed in the partial
offer document dated 7 December 2017, an introduction fee of
GBP750,000 is payable by FB Investors to Mr Desmond Bloom, a
property entrepreneur, in connection with the partial offer. This
information is disclosed in accordance with Rule 24.16 of the
Takeover Code.
Enquiries:
FB Investors LLP via WH Ireland Limited
Philip Beinhaker
WH Ireland Limited
(Financial adviser to FB
Investors)
Mike Coe / Ed Allsopp 0117 945 3472
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FB Investors and
no-one else in connection with the Partial Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than FB Investors for providing the protections
afforded to clients of WH Ireland or for providing advice in
relation to the Partial Offer, the contents of this Announcement or
any other matter referred to in this Announcement. WH Ireland has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context
in which it appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE PARTIAL OFFER IS BEING MADE
SOLELY BY MEANS OF THE PARTIAL OFFER DOCUMENT, WHICH CONTAINS THE
FULL TERMS AND CONDITIONS OF THE PARTIAL OFFER, AND, IN THE CASE OF
SHH SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY
DECISION, ACCEPTANCE OR APPROVAL IN RELATION TO THE PARTIAL OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE FORM OF
ACCEPTANCE (IF APPLICABLE). SHH SHAREHOLDERS ARE ADVISED TO READ
CAREFULLY THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE
FORM OF ACCEPTANCE (IF APPLICABLE).
Publication of this Announcement
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on FB Investors' website at www.fbllp.co.uk by no
later than 12 noon on the Business Day following the date of this
Announcement until the closing of the Partial Offer.
Neither the content of FB Investors' websites nor the content of
any websites accessible from hyperlinks from it is incorporated
into, or form part of, this Announcement nor, unless previously
published by means of a Regulatory Information Service, should any
such content be relied upon in reaching a decision regarding the
matters referred to in this Announcement.
The Partial Offer is subject to the provisions of the Takeover
Code.
SHH Shareholders outside the United Kingdom
The availability of the Partial Offer and the release,
publication and distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons who are not resident in
the United Kingdom 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. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Partial Offer disclaim any responsibility
or liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Partial Offer
Document, the Form of Acceptance, the Form of Approval and/or any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons in such Restricted
Jurisdictions receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may violate the laws of such
jurisdictions and may make invalid any purported acceptance or
approval of the Partial Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Partial Offer by SHH
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other tax laws.
Each SHH Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Partial Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange, the AIM
Rules and the Takeover 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 of
jurisdictions outside England and Wales.
The Partial Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, New
Zealand, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and the Partial Offer will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction. Accordingly, copies of
this Announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, New Zealand, Japan, South Africa or any other Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may violate the
laws of such jurisdictions and may make invalid any purported
acceptance of the Partial Offer by persons in any such
jurisdiction.
Status of Announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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