RNS No 8138h
CITY SITE ESTATES PLC
9th December 1998
MEDIA STATEMENT
The Board of The Miller Group Ltd (Miller) confirms that a legally binding
letter of undertaking was sent yesterday (December 8, 1998) to the Independent
Directors of City Site Estates plc (City Site) setting out the terms of a
recommended cash offer for the ordinary shares of City Site at 35p per
ordinary share subject to the satisfaction of the conditions set out below
(the Miller Offer).
This recommended cash offer would represent a premium of circa 35% to the
current offer from Woodvale Estates Limited of 26p per ordinary share dated 23
November 1998 (the Woodvale offer).
The conditions which are required to be satisfied before Miller posts its
offer are as follows:
- The Independent Directors of City Site agreeing to recommend the offer from
Miller;
- the lapsing of the Woodvale offer;
and, unless waived by Miller,
- Woodvale and concert parties not purchasing any further shares,
convertible debt or being granted any options in City Site.
In view of the above, Miller has invited the Independent Directors of City
Site to withdraw their recommendation of the Woodvale offer and provide
shareholders with appropriate advice on what action to take.
For the avoidance of doubt, the legally binding letter of undertaking from
Miller dated 8 December 1998 referred to above represents a firm commitment by
Miller to make an offer for City Site as understood by Rule 2.5 of The
Take-over Code, the posting of which is subject to the prior fulfilment of the
specific conditions set out above. The detailed conditions and certain of the
terms of the offer to be made by Deloitte & Touche on behalf of Miller are set
out in the attached announcement.
For Further Information
Pamela Counter
MacLaurin Communications Ltd
Tel: 0131-220 8291
Graham Watson
Deloitte & Touche Corporate Finance
Tel: 0131-535 7221
Deloitte & Touche of Stonecutter Court, 1 Stonecutter Street, London, EC4A 4TR
is authorised by the Institute of Chartered Accountants in England and Wales
to carry on investment business. Deloitte & Touche Corporate Finance, a
division of Deloitte & Touche, is acting for Miller of Miller House, 18 South
Groathill Avenue, Edinburgh, EH4 2LW and no-one else in connection with the
Miller Offer, and will not be responsible to anyone other than Miller for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Miller Offer.
The directors of Miller, James Miller, Keith Miller, John Richards, Rob
Clarke, Phil Miller, Geoff Potton, Hew Balfour, Malcolm Gourlay and Jack
Mather, accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of
Miller (who have taken all reasonable care to ensure that such is the case),
the information for which they accept responsibility in this announcement, is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.
Not for release, publication or distribution in or into the United States of
America, Canada, Japan, Australia or South Africa
CASH OFFER
by
Deloitte & Touche Corporate Finance
on behalf of
The Miller Group Limited
for
the ordinary shares of City Site Estates
1. Introduction
The board of Miller announce the terms of a cash offer, to be made by Deloitte
& Touche Corporate Finance on behalf of Miller, for the whole of the
issued and to be issued ordinary share capital of City Site Estates, subject
to satisfaction or, in the case of pre-condition (c), the waiver of the pre-
conditions set out in Appendix I.
2. The Miller Offer
On behalf of Miller, Deloitte & Touche Corporate Finance will offer to acquire
all of the Ordinary Shares on the following basis:
for each Ordinary Share 35p in cash
The Miller Offer values the entire issued ordinary share capital of City Site
Estates at approximately #5.9 million. The closing middle-market price
was 18p per Ordinary Share on 17 November 1998, being the last business day
before the announcement of the Woodvale Offer.
The Miller Offer extends to any Ordinary Shares which are unconditionally
allotted or issued and fully paid prior to the date on which the Miller Offer
closes (or such earlier date as Miller may, subject to the City Code, decide)
as a result of:
- the exercise of existing options under the City Site Estates Share Option
Scheme; or
- the exercise of conversion rights available to holders of Convertible
Preference Shares and holders of the Convertible Unsecured Loan Stock.
The Ordinary Shares to be acquired pursuant to the Miller Offer will be
acquired fully paid and free from all liens, equities, charges, encumbrances
and other interests and together with all rights attaching thereto, including
the right to receive and retain all dividends and other distributions (if any)
declared, made or paid hereafter.
In the event of sufficient acceptances being received by it, Miller intends to
apply the provisions of Sections 428 to 430F of the Companies Act 1985 to
acquire compulsorily any outstanding Ordinary Shares to which the Miller Offer
relates.
3. Proposals for holders of Convertible Preference Shares
Under the terms of the Articles of Association, if the Miller Offer becomes or
is declared unconditional, holders of the Convertible Preference Shares
will be entitled to convert their Convertible Preference Shares into Ordinary
Shares. The conversion ratio is such that each 100 Convertible
Preference Shares would convert into 34.48 Ordinary Shares which would be
worth #12.068 under the Miller Offer.
Miller will keep the Miller Offer open for six weeks from the date upon which
City Site Estates advises holders of Convertible Preference Shares that
the Miller Offer has become unconditional. This is the period during which
the holders of Convertible Preference Shares will have the right to convert
their shares into Ordinary Shares.
4. Proposals for holders of Convertible Unsecured Loan Stock
Under the provisions of the Trust Deed, holders of Convertible Unsecured Loan
Stock will be able, in the event the Miller Offer becomes or is declared
unconditional, either to convert their holdings of Convertible Unsecured Loan
Stock into Ordinary Shares or to require City Site Estates to redeem
their holdings of Convertible Unsecured Loan Stock. Each #100 of Convertible
Unsecured Loan Stock would convert into 52.6 Ordinary Shares which
would be worth #18.41 under the Miller Offer compared with a minimum
redemption value of #100. Miller will ensure that City Site Estates complies
with the Trust Deed provisions regarding redemption in circumstances where the
Miller Offer becomes unconditional in all respects.
5. General
Subject to the pre-conditions set out in Appendix I to this announcement being
satisfied or, in the case of pre-condition (c), waived, the Miller Offer
will be made on the conditions contained in Appendix II to this announcement
and on the further terms which will be set out in the formal Offer
Document and the Form of Acceptance. The Miller Offer will comply with the
rules and regulations of the London Stock Exchange and the
provisions of the City Code.
The availability of the Miller Offer to persons who are not citizens,
nationals or residents of the United Kingdom may be affected by the laws of
the relevant jurisdictions. Persons who are not citizens, nationals or
residents of the United Kingdom should inform themselves about and observe
any applicable requirements.
Neither Miller nor any person deemed to be acting in concert with Miller, owns
or controls any Ordinary Shares nor has any options to acquire any
Ordinary Shares. Miller has not received any irrevocable commitments to
accept the Miller Offer.
The definitions used in this announcement are contained in Appendix III. This
announcement does not contain an offer or an invitation to purchase
any securities.
The Miller Offer is not being made directly or indirectly in or into the
United States, Canada, Australia, Japan, South Africa or the Republic of
Ireland or by the use of the mails, or by means or instrumentality of
interstate or foreign commerce, or any facility of a national securities
exchange, of the United States, Canada, Japan, Australia, South Africa or the
Republic of Ireland. Accordingly, neither this announcement, the formal
Offer Document nor any accompanying documents are being, and must not be,
mailed or otherwise distributed or sent in, into or from the United States,
Canada, Japan, Australia, South Africa or the Republic of Ireland and persons
(including custodians, nominees and trustees) receiving this document
or the formal Offer Document and/or any accompanying documents must not
distribute or send them in, into or from the United States, Canada,
Japan, Australia, South Africa or Republic of Ireland.
Press Enquiries:
Graham Watson, Deloitte & Touche Corporate Finance (advisers to Miller)
Tel: 0131 535 7221
Pamela Counter, MacLaurin Communications (PR advisers to the Miller Group)
Tel: 0131 220 8291
Deloitte & Touche of Stonecutter Court, 1 Stonecutter Street, London, EC4A 4TR
is authorised by the Institute of Chartered Accountants in England
and Wales to carry on investment business. Deloitte & Touche Corporate
Finance, a division of Deloitte & Touche, is acting for Miller of Miller
House, 18 South Groathill Avenue, Edinburgh EH4 2LW and no-one else in
connection with the Miller Offer, and will not be responsible to anyone
other than Miller for providing the protections offered to clients of Deloitte
& Touche Corporate Finance nor for providing advice in relation to the
Miller Offer.
The directors of Miller, James Miller, Keith Miller, John Richards, Rob
Clarke, Phil Miller, Geoff Potton, Hew Balfour, Malcolm Gourlay and Jack
Mather, accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of
Miller (who have taken all reasonable care to ensure that such is the case),
the information for which they accept responsibility in this announcement, is
in the accordance with the facts and does not omit anything likely to affect
the import of such information.
Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the
Financial Services Act 1986.
APPENDIX I
PRE-CONDITIONS TO THE POSTING OF THE DOCUMENT CONTAINING THE MILLER OFFER
The posting of the document containing the Miller Offer will take place
subject to the following pre-conditions being satisfied or, in the case of
condition (c), waived:
(a) the Independent Directors of City Site recommending that the ordinary
shareholders of City Site accept the Miller Offer;
(b) the Woodvale Offer lapsing; and
(c) Woodvale and persons deemed to be acting in concert with it neither owning
nor acquiring nor gaining control of, either directly or indirectly, any
further ordinary shares, convertible preference shares or convertible
unsecured loan stock in City Site, nor being granted further options to
acquire ordinary shares in City Site, other than those disclosed in the
document dated 23 November 1998 containing the Woodvale Offer or in the
announcements released to The Stock Exchange by Woodvale subsequently
but prior to 16.00 on 8 December 1998.
Miller reserves the right to waive condition (c) above, in whole or in part.
APPENDIX II
CONDITIONS AND CERTAIN FURTHER TERMS OF THE MILLER OFFER
Subject to satisfaction and/or (where applicable) waiver of the pre-conditions
set out in Appendix I, the Miller Offer will be subject to the following
conditions:
(a) valid acceptances of the Miller Offer being received (and not, where
permitted, withdrawn) by 3.00 pm on the first closing date of the Miller
Offer (or such later time(s) and/or date(s) as Miller may, subject to the
rules of the City Code, decide) in respect of such number of Ordinary
Shares to which the Miller Offer relates which, together with Ordinary Shares
acquired, or agreed to be acquired, whether pursuant to the
Miller Offer or otherwise, results in Miller holding City Site Estates shares
carrying in aggregate more than 50 per cent. of the voting rights
then exercisable at a general meeting of City Site Estates (including for this
purpose, to the extent (if any) required by the Panel, any voting
rights attaching to any Ordinary Shares which are unconditionally allotted or
issued before the Miller Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise). For the purposes of
this condition:
(i) Ordinary Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue; and
(ii) the expression "Ordinary Shares to which the Miller Offer relates"
shall be construed in accordance with Sections 428 to 430F of the
Companies Act 1985;
(b) save as disclosed in the annual report and accounts of the City Site
Estates Group for the financial year ended 30 September 1997, or the
interim announcement of the results of the City Site Estates Group for the
half year ended 31 March 1998, or announced at or before 10.00 am
on 8 December 1998 through the London Stock Exchange, or as disclosed in
writing in connection with the Miller Offer to Miller at or before
10.00 am on 8 December 1998 (such information hereafter in these conditions
being referred to as being "publicly announced"), there is no
arrangement, agreement, licence or other instrument to which any member of the
City Site Estates Group is a party or by or to which any such
member or any of its respective assets may be bound or be subject and which,
in consequence of the making or implementation of the Miller
Offer or the proposed acquisition of any shares in, or control of, City Site
Estates by Miller, would or is reasonably likely to result in to an
extent which is material in the context of the City Site Estates Group taken
as a whole:
(i) any indebtedness, actual or contingent of any member of the City Site
Estates Group being or becoming repayable or capable of being
declared repayable immediately or prior to its stated maturity or the
ability of any such member to incur any indebtedness being withdrawn
or inhibited;
(ii) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any
member of the City Site Estates Group or any such security (whenever
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument or the rights,
liabilities, obligations or interests of any member of the City Site
Estates Group under any such arrangement, agreement, licence or
instrument (or any arrangement relating to any such right, liability,
obligation, interest or business) being terminated or modified or
adversely affected or any action being taken or any onerous obligation
arising thereunder;
(iv) any asset or interest of any member of the City Site Estates Group
being or falling to be disposed of or charged (otherwise than in the
ordinary course of trading) or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(v) any member of the City Site Estates Group ceasing to be able to carry
on business under any name under which it presently does so;
(vi) Miller or any member of the City Site Estates Group being required to
acquire or repay any shares in and/ or indebtedness of any member
of the City Site Estates Group owned by any person; or
(vii) the financial or trading position or prospects of any member of the
City Site Estates Group being prejudiced or adversely affected.
(c) save as publicly announced (as defined in paragraph (b) above), no
member of the City Site Estates Group having since 30 September 1997:
(i) issued or agreed to issue or authorised the issue of additional shares
of any class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities (save for issues to City Site Estates or wholly-owned
subsidiaries of City Site Estates) or redeemed, purchased or reduced
any part of its share capital;
(ii) declared, made or paid or proposed to declare, make or pay any bonus
in respect of shares, dividend or other distribution whether payable
in cash or otherwise other than any distribution by any wholly-owned
subsidiary within the City Site Estates Group and/or any payment of
any arrears on the dividend on the Convertible Preference Shares;
(iii) authorised or proposed any change in its share or loan capital in each
case which would be material in the context of the City Site Estates
Group taken as a whole;
(iv) authorised or proposed or announced its intention to propose any
merger, demerger or any acquisition or disposal or transfer of assets
or shares (other than in the ordinary course of business) in each case
which would be material and adverse in the context of the City Site
Estates Group taken as a whole;
(v) disposed of or transferred (other than in the ordinary course of
business) or mortgaged, charged or encumbered any asset or any right,
title or interest in any asset or entered into any agreement,
arrangement, contract, transaction or commitment (other than in the
ordinary course of business and whether in respect of capital expenditure
or otherwise) which is of a loss making, long term or unusual or onerous
nature or magnitude, or which involves or is likely to involve an
obligation of such a nature or magnitude, in each case which is material
and adverse in the context of the Miller Offer or the City Site Estates
Group taken as a whole;
(vi) entered into any agreement, contract, transaction, arrangement,
reconstruction, amalgamation or commitment (other than in the ordinary
course of trading) which is material and adverse in the context of the
Miller Offer or the City Site Estates Group taken as a whole;
(vii)entered into any contract, transaction or arrangement which would
materially restrict the business of any member of the City Site Estates
Group;
(viii) (other than in the ordinary course of trading) incurred or increased
any indebtedness or contingent liability which is material in the
context of the Miller Offer or the City Site Estates Group taken as a
whole;
(ix) made, or announced any proposal to make, any change or addition to any
retirement, death or disability benefit of or in respect of any of
its directors, employees, former directors or former employees which
is material in the context of the Miller Offer or the City Site
Estates Group taken as a whole;
(x) (other than in the ordinary course of business) granted any lease or
third party rights in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of
any such property which is material in the context of the Miller Offer
or the City Site Estates Group taken as a whole;
(xi) entered into or materially varied the terms of any service agreement
with any director of City Site Estates;
(xii)taken any corporate action or had any legal proceedings started or
threatened against it for its winding up, dissolution or reorganisation
or for the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or part of its assets or
revenues which is material in the context of the Miller Offer or the City
Site Estates Group taken as a whole;
(xiii) waived or compromised any claim which is material in the context of the
Miller Offer or the City Site Estates Group taken as a whole; or
(xiv) entered into an agreement or legally binding commitment or passed any
resolution with respect to any of the transactions, matters or
events referred to in this paragraph (c);
(d) save as publicly announced (as defined in paragraph (b) above):
(i) there having been no adverse change or deterioration in the business,
financial or trading position or profits or prospects of the City Site
Estates Group which is material in the context of the City Site Estates
Group taken as a whole;
(ii) there having been no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the City Site
Estates Group is or may become a party (whether as plaintiff or
defendant or otherwise), which is material and adverse in the context
of the City Site Estates Group taken as a whole and no such proceedings
having been threatened against any member of the City Site Estates
Group which are material in the context of the City Site Estates Group
taken as a whole; and
(iii) no contingent or other liability having arisen which might be
reasonably likely to have a materially adverse effect on the City Site
Estates Group taken as a whole or which is material in the context of
the Offer; and
(e) Miller not having discovered:
(i) that any financial or business information concerning any member of the
City Site Estates Group which is contained in the information
publicly announced (as defined in paragraph (b) above) by any member of
the City Site Estates Group either contains a material
misrepresentation of fact which has not, prior to 10.00 am on 8
December 1998, been corrected by public announcement or omits to state
a fact necessary to make the information contained therein not
materially misleading; or
(ii) any information which materially and adversely affects the import of
any such information.
Miller reserves the right to waive all or any of conditions (b) to (e)
inclusive, in whole or in part.
The Miller Offer will lapse (unless otherwise agreed with the Panel) if the
proposed acquisition by Miller of City Site Estates is referred to the
Monopolies and Mergers Commission before 3.00 pm on the first closing date of
the Miller Offer or the date when the Miller Offer becomes or is
declared unconditional as to acceptances, whichever is the later. In such
circumstances, the Miller Offer will cease to be capable of further
acceptance and City Site Estates Shareholders (who have accepted the Miller
Offer), Miller and Deloitte & Touche Corporate Finance shall thereupon cease
to be bound by acceptances delivered on or before the date on which the
Miller Offer so lapses.
The Miller Offer will lapse unless conditions (b) to (e) have been fulfilled
or satisfied or (if capable of waiver) waived by midnight on the 21st day
after whichever is the later of (i) the first closing date of the Miller Offer
and (ii) the date on which condition (a) is or is declared fulfilled (or such
later date as Miller may, with the consent of the Panel, decide). References
to the Miller Offer lapsing mean that the Miller Offer shall thereupon
cease to be capable of further acceptance and City Site Estates Shareholders
(who have accepted the Miller Offer), Miller and Deloitte & Touche
Corporate Finance shall cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.
Miller reserves the right to make such changes to the above conditions as may
be appropriate in the event that the conditions of the Miller Offer are
required to be amended to comply with Rule 9 of the City Code.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this press announcement, unless the
context otherwise requires:
"Act" the Companies Act 1985 (as amended)
"business day" a day, not being a Saturday or Sunday, on which
banks in the City of London are typically open for
business
"City Code" The City Code on Takeovers and Mergers
"City Site Estates" City Site Estates PLC
"City Site Estates Group" City Site Estates and its subsidiary undertakings
or "Group" (as defined in the Act) (and "member of the City
Site Estates Group" shall be construed
accordingly)
"City Site Estates
Shareholders" holders of Ordinary Shares
"City Site Estates the approved employee share option scheme adopted
Share Option Scheme" by City Site Estates on 25 October 1998
"Convertible Preference the existing unconditionally allotted or issued
Shares" convertible cumulative redeemable preference
shares of #1 each in City Site Estates
"Convertible Unsecured Loan the existing issued 7% convertible unsecured
Stock" loan stock redeemable 2006 of City Site Estates
"Deloitte & Touche Corporate Deloitte & Touche Corporate Finance, a division
Finance" of Deloitte & Touche, financial adviser to
Miller
"Directors" or "Board" directors of City Site Estates
"Form of Acceptance" the form of acceptance and authority to be
issued in connection with the Miller Offer
accompanying the Offer Document, subject to
satisfaction of the pre-conditions
"Independent Directors" William W C Syson and Alan J Watt
"London Stock Exchange" London Stock Exchange Limited
"Miller" The Miller Group Limited
"Miller Group" Miller and its subsidiary undertakings
"Miller Offer" the offer to be made by Deloitte & Touche
Corporate Finance on behalf of Miller to acquire
the Ordinary Shares
"Offer Document" the document to be sent to City Site Estates
Shareholders which will contain the Miller
Offer, subject to satisfaction or waiver of
the pre-conditions set out in Appendix I.
"Offer Price" 35p per Ordinary Share
"Ordinary Shares" the existing unconditionally allotted or issued
and fully paid ordinary shares of 25p each in
the capital of City Site Estates and any
further such ordinary shares which are
unconditionally allotted or issued and fully
paid before the date on which the Miller Offer
closes (or such earlier date as Miller may,
subject to the City Code, decide)
"Panel" the Panel on Takeovers and Mergers
"Woodvale" Woodvale Estates Limited
"Woodvale Offer" the offer by Ernst & Young on behalf of Woodvale
to acquire the Ordinary Shares not already
owned by Woodvale and Louis Goodman, the
managing director of City Site Estates.
END
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