RNS Number:2903N
Manchester & Metropolitan Inv. Ltd.
08 July 2003
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other independent financial adviser
authorised under the Financial Services and Markets Act 2000 immediately. If you
sell or have sold or otherwise transferred all of your ordinary 5p shares,
please send this document, together with the accompanying form of tender, at
once, to the purchaser or agent through whom you sell or have sold or
transferred your shares for delivery to the purchaser or transferee.
This document has been approved for the purpose of Section 21 of the Financial
Services & Markets Act 2000 by Ruegg & Co Limited, 39 Cheval Place, London SW7
1EW who are authorised by the Financial Services Authority Limited to carry on
investment business. Ruegg & Co Limited is acting for Manchester & Metropolitan
Investment Limited and no-one else in connection with the tender offer and
accordingly will not be responsible to any other person for providing
protections afforded to its clients or for advising any other person on the
tender offer.
TENDER OFFER
By
Ruegg & Co Limited
on behalf of
MANCHESTER & METROPOLITAN INVESTMENT LIMITED
to purchase up to 16,558,442 ordinary shares of 5 pence each in
CHESTERTON INTERNATIONAL PLC
At 13.2 pence cash
per ordinary share
This tender offer closes at 3.00 p.m. on 6 August 2003
Further copies of this document and form of tender (upon the terms of which
alone tenders will be accepted) may be obtained on request from Capita IRG Plc,
Corporate Actions, PO Box 166, 34 Beckenham Road, Beckenham BR3 4TU (telephone
number 0870 162 3100, or +44 20 8639 2157 if calling from outside the UK) or
Ruegg & Co Limited, 39 Cheval Place, London SW7 1EW (telephone number 020 7584
3663).
RUEGG & CO LIMITED
Regulated by the FSA
Registered Office:
39 Cheval Place
London SW7 1EW
Registered in England No. 2577837
A list of Directors is available from the Registered Office
Tel: 020 7584 3663
Fax : 020 7584 4664
July 8, 2003
To the holders of ordinary shares of 5 pence each in Chesterton International
Plc ("Chesterton").
Dear Chesterton Shareholder,
TENDER OFFER AT 13.2p CASH PER SHARE
Ruegg & Co Limited ("Ruegg & Co") on behalf of Manchester & Metropolitan
Investment Limited ("M&M") hereby offers to acquire by tender (the "tender
offer"), on the terms and subject to the condition set out below and in the
accompanying form of tender, up to an aggregate of 16,558,442 ordinary shares of
5p each in Chesterton ("Chesterton ordinary shares") representing approximately
19.57 per cent of the Chesterton ordinary shares in issue at a price of 13.2
pence in cash for each Chesterton ordinary share.
VALUE OF THE TENDER OFFER
The tender offer price is 13.2 pence in cash (free of all commissions and
charges) per Chesterton ordinary share representing a premium of 3.53% over the
mid market price of 12.75 pence per Chesterton ordinary share at close of
business on 7 July 2003, the latest practicable date prior to the announcement
of the tender offer.
THE TENDER OFFER PRICE OF 13.2 PENCE ALSO REPRESENTS A PREMIUM OF 10% OVER THE
PRICE OF 12 PENCE PER CHESTERTON ORDINARY SHARE BEING OFFERED BY PHOENIX
ACQUISITIONS LIMITED FOR THE ENTIRE ISSUED SHARE CAPITAL OF CHESTERTON.
If you wish to dispose of all, or part, of your holding by tendering your
shares, you will need to follow the "Procedure for tendering" on page 4 of this
document. Payment for shares successfully tendered will be made within 14 days
of satisfaction of the condition set out in paragraph 5 of the terms and
condition of the tender offer. M&M has no intention of making a General Offer
for a controlling stake in Chesterton.
At the date hereof, M&M beneficially owns 1,050,000 Chesterton ordinary shares
representing approximately 1.24 per cent of the Chesterton ordinary shares in
issue.
If M&M acquires the 16,558,442 Ordinary shares in Chesterton by way of the
tender offer, the total number of Chesterton ordinary shares held by M&M will be
17,608,442 representing approximately 20.8 per cent of the total Chesterton
ordinary shares in issue.
Terms and condition of the tender offer
1. The consideration under the tender offer is 13.2 pence in
cash (free of all commissions and charges) in respect of each Chesterton
ordinary share tendered and accepted.
2. Shareholders may elect to tender their entire holding in
Chesterton. If the total number of shares tendered by all shareholders is
greater than 16,558,442 shares, the tenders will be reduced on a pro rata basis
to 16,558,442.
3. All or any proportion of a holding of Chesterton ordinary
shares may be tendered.
4. The tender offer will close at 3.00pm on 6 August 2003
(the "closing date") and no tenders received after that time will be accepted.
5. The tender offer is conditional on the receipt of tenders
in respect of at least 7,790,000 Chesterton ordinary shares (representing
approximately 9.2 per cent of the Chesterton ordinary shares in issue). If
tenders for less than 7,790,000 of Chesterton ordinary shares are received, the
tender offer will be void and your share certificate(s) returned by first class
post, or where your holding is in CREST your account will be recredited.
6. The tender offer is for up to 16,558,442 Chesterton
ordinary shares, representing approximately 19.57 per cent of the Chesterton
ordinary shares in issue.
7. Chesterton ordinary shares successfully tendered will be
acquired by M&M free from all liens, charges and encumbrances and with all
rights attaching to and/or deriving from them, including the rights to receive
all dividends and other distributions declared, made or paid after the date
hereof, and/or any entitlement to subscribe for or receive any securities of
Chesterton resolved to be issued on or after the date hereof to the members of
Chesterton pro rata to their holdings of Chesterton ordinary shares or
otherwise.
8. Subject to the provisions of paragraph (5) above, all
tenders will be irrevocable.
9. The decision of M&M as to which Chesterton ordinary shares
have been successfully tendered will be conclusive and binding on all Chesterton
shareholders.
10. All tenders must be made on the prescribed form of tender ("
form of tender"), duly completed in accordance with the instructions thereon,
which constitute part of the terms of the tender offer. A tender will only be
valid where the procedures contained herein and in the form of tender are
complied with. The tender offer and all tenders will be governed by and
construed in accordance with English law. Delivery or posting of a form of
tender will constitute submission to the jurisdiction of the English courts.
11. Each shareholder by whom, or on whose behalf, a form of
tender is executed irrevocably undertakes, represents, warrants and agrees to
and with M&M and its agents (so as to bind him, his personal representatives and
his heirs, successors and assigns) that:
the execution of the form of tender constitutes, subject to the tender offer
becoming unconditional, the irrevocable appointment by the shareholder of any
director of M&M as such shareholder's attorney and/or agent, and an irrevocable
instruction to the attorney and/or agent to complete and execute all or any form
(s) of transfer and/or other document(s) at the discretion of the attorney and/
or agent in relation to the relevant Chesterton ordinary shares (together with
any rights and/or entitlements and/or securities as are referred to in paragraph
(7) above) in favour of M&M or such other person or persons as M&M may direct
and to deliver such form(s) of transfer and/or other document(s) at the
discretion of the attorney and/or agent, together with the share certificate(s)
and/or other document(s) relating to the Chesterton ordinary shares (and/or the
said rights and/or entitlements and/or securities), for registration within six
months of the tender offer becoming unconditional in all respects and to do all
other acts and things as may in the opinion of such attorney and/or agent be
necessary or expedient for the purpose of, or in connection with, the acceptance
of the tender offer and to vest in M&M or its nominee(s) or such other person(s)
as M&M may direct the Chesterton ordinary shares (and/or the said rights and/or
entitlements and/or securities);
he shall do all such acts and things as shall be necessary or expedient to vest
in M&M or its nominee(s) or such other person(s) as M&M may direct the
Chesterton ordinary shares as aforesaid (and/or the said rights and/or
entitlements and/or securities); and
he agrees to ratify each and every act or thing which may be done or affected by
M&M or by any director of M&M or its agents, as the case may be, in the proper
exercise of any of its or their powers and/or authorities conferred by or
referred to in this document.
Upon execution, a form of tender shall take effect as a deed.
References to shareholders shall include reference to the person or persons
executing a form of tender (including, without limitation, any custodians,
nominees and/or trustees).
12. The making of the tender offer to persons who are resident
in, or citizens of, countries other than the United Kingdom may be affected by
the law of the relevant jurisdiction. No steps have been or will be taken to
qualify the tender offer or to authorise the distribution of the tender offer or
of a form of tender in any territory outside the United Kingdom. No person
receiving a copy of the tender offer or of a form of tender in any territory,
other than the United Kingdom, may treat the same as constituting an invitation
or offer to him, nor should he in any event use or permit the use of such form
of tender unless in the relevant territory such an invitation or offer could
lawfully be made to him and/or such form of tender could lawfully be used
without contravention of, or without compliance with, any unfulfilled
registration or other legal requirements. Accordingly, persons receiving a copy
of the tender offer or a form of tender should not, in connection with such
offer, distribute or send the same in or into any jurisdiction where to do so
would or might contravene local securities laws or regulations.
13. Any person (including nominees and trustees) outside the
United Kingdom wishing to take up the tender offer must satisfy himself as to
full observance of the laws of any relevant territory, including obtaining any
requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such territory.
In tendering, the person doing so warrants and represents to M&M that the
relevant offer or invitation may lawfully be made to him and that he has taken
appropriate steps to satisfy himself as described above. M&M reserves the right
to treat as invalid any form of tender which M&M or its agents believe may
violate applicable legal or regulatory requirements.
Procedure for tendering
1. Shareholders who wish to tender all or part of their
holding of Chesterton ordinary shares should complete and sign the form of
tender in accordance with the instructions set out therein, indicating the
number of Chesterton ordinary shares tendered. If you require any assistance
please do not hesitate to contact Ruegg & Co Limited on 020 7584 3663.
2. In the case of shareholders who hold their Chesterton
ordinary shares in certificated form, forms of tender duly completed should be
returned together with the relevant share certificate(s) and/or other document
(s) of title by post or by hand (during normal office hours) to Capital IRG Plc
Corporation Actions, PO Box 166, 34 Beckenham Road, Beckenham BR3 4TU, as soon
possible but in any event so as to arrive not later than 3.00pm on Wednesday 6
August, 2003. The pre-paid envelope enclosed may be used for the return of your
form(s) of tender. No acknowledgement of receipt of documents will be given.
3. If only part of a holding of Chesterton ordinary shares is
sold pursuant to the tender offer, the relevant shareholder will be entitled to
receive from Chesterton, if necessary, a certificate for the unsold Chesterton
ordinary shares.
4. In the case of shareholders who hold their Chesterton
ordinary shares in CREST, forms of tender should be duly completed and returned
as described above, so as to arrive not later than 3.00pm on Wednesday 6 August,
2003. CREST shareholders should follow the instructions contained below and in
the form of tender to ensure that such numbers of their Chesterton Ordinary
shares in respect of which they are tendering are transferred to escrow.
The instructions, terms, provisions and authorities contained in or deemed to be
incorporated in the form of tender constitute part of the terms of the tender
offer. Words and expressions defined in this document shall, unless the context
otherwise requires have the same meanings when used in the form of tender.
(i) Shares in uncertificated form (that is, in CREST)
If your Chesterton ordinary shares are in uncertificated form, you should insert
in Box 4 of the form of tender the participant ID and member account ID under
which such Chesterton ordinary shares are held by you in CREST and also complete
and return the form of tender as described above. In addition, you should take
(or procure to be taken) the actions set out below to transfer (by means of a
TTE instruction) the Chesterton ordinary shares in respect of which you wish to
take up the tender offer to an escrow balance, specifying Capital IRG Plc (in
its capacity as CREST receiving agent under the participant ID referred to
below) as the escrow agent, as soon as possible and in any event so that the
transfer to escrow settles not later than 3.00pm on Wednesday 6 August, 2003.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before taking any action. Your CREST sponsor will be able to confirm details of
your participant ID and the member account ID under which your Chesterton
ordinary shares are held. In addition, only your CREST sponsor will be able to
send the TTE instruction to CRESTCo in relation to your Chesterton ordinary
shares.
You should send (or, if you are a CREST sponsored member, procure that your
CREST sponsor sends) a TTE instruction to CRESTCo which must be properly
authenticated in accordance with CRESTCo's specifications and which must
contain, in addition to the other information that is required for the TTE
instruction to settle in CREST, the following detail:
- the number of Chesterton ordinary shares to be transferred to
an escrow balance;
- your member account ID. This must be the same member account ID
as the member account ID that is inserted in Box 4 of the form of tender;
- your participant ID. This must be the same participant ID that
is inserted in Box 4 of the form of tender.
- The participant ID of the escrow agent, Capita IRG Plc, in its
capacity as a CREST receiving agent. This is "RA10".
- The member account ID of the escrow agent. This is "CHESTER"
- The Corporate Action Number for the tender offer. This is
allocated by CRESTCo and can be found by viewing the relevant corporate action
details in CREST; and
- The form of tender Reference Number. This is the Reference
Number that appears on page 3 of the form of tender. This Reference Number
should be inserted in the first eight characters of the shared note field on the
TTE instruction. Such insertion will enable Capita IRG Plc to match the transfer
to escrow to your form of tender. You should keep a separate record of this form
of tender Reference Number for future references.
After settlement of the TTE instruction, you will not be able to access the
Chesterton ordinary shares concerned in CREST for any transaction or charging
purposes, notwithstanding they will be held by Capita IRG Plc as your agent
until the transfer referred to below. If the tender offer becomes unconditional,
on Wednesday 6 August 2003 the escrow agent will transfer the Chesterton
ordinary shares that are accepted by M&M to itself as escrow agent for M&M.
You should note that CRESTCO does not make available special procedures, in
CREST, for any particular corporate action. Normal system timings and
limitations will therefore apply in connection with a TTE instruction and its
settlement. You should therefore ensure that all necessary action is taken by
you (or by your CREST sponsor) to enable a TTE instruction relating to the
Chesterton ordinary shares to settle prior to 3.00pm on Wednesday 6 August,
2003. In this connection you are referred in particular to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.
M&M will make an appropriate announcement if any of the details contained in
this paragraph are altered for any reason.
(ii) Deposits of Chesterton ordinary shares into, and withdrawals of
Chesterton ordinary shares from CREST.
Normal CREST procedures (including timings) apply in relation to any Chesterton
ordinary shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the tender offer (whether such conversion arises as a result of a
transfer of Chesterton ordinary shares or otherwise). Shareholders who are
proposing to convert any such Chesterton ordinary shares are recommended to
ensure that the conversion procedures are implemented in sufficient time to
enable the person holding or acquiring the Chesterton ordinary shares as a
result of the conversion to take all necessary steps in connection with take up
of the tender offer (in particular, as regards delivery of the share certificate
(s) and/or other document(s) of title or transfer to an escrow balance as
described above) prior to 3.00pm on Wednesday 6 August, 2003.
5. If your Chesterton ordinary shares are in certificated
form but your share certificate(s) and/or other document(s) of title are not
readily available or are lost, the form of tender should nevertheless be
completed, signed and returned as stated above so as to be received not later
than 3.00pm on Wednesday 6 August, 2003 together with any share certificate(s)
and/or document(s) of title that you may have available, accompanied by a letter
stating that the certificate(s) and/or other document(s) of title will be
forwarded as soon as possible thereafter, although, no cash payment will be made
until such document(s), or an acceptable indemnity in lieu of the share
certificate(s), is received. M&M or its agent's reserves the right to treat
tenders as valid even though not complete in all respects or not accompanied by
the relevant certificate(s) of title. However, M&M may in these circumstances
treat such tenders as invalid. If you have lost your share certificate(s) or
other document(s) of title, you should write to Chesterton's registrars, Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA (Telephone number
0870 600 0673), for a letter of indemnity in respect of the lost share
certificate(s) and/or other document(s) of title which, when completed in
accordance with the instructions given, should be returned either by post or by
hand (during normal business hours) to Capita IRG Plc Corporate Actions PO Box
166, 34 Beckenham Road, Beckenham BR3 4TU.
Settlement
1. The result of the tender offer and, if applicable, the
extent to which tenders will be scaled down will be announced by 8.00am on the
first business day following the closing date.
2. Cheques will be despatched, or appropriate arrangements
made in accordance with the CREST assured payment arrangements, no later than
the date which is seven days after the closing date to Chesterton ordinary
shareholders whose tenders, valid and complete in all respects, are received
before the tender offer closes and are accepted by M&M.
3. All documents and remittances sent by or to Chesterton
ordinary shareholders will be sent at their risk. If the tender offer does not
become unconditional, forms of tender, certificates and other documents of title
will be returned by post by Friday 8 August, 2003 or, where Chesterton ordinary
shares are held in uncertificated form, Capita IRG Plc will give TFE
instructions to CRESTCo to transfer all Chesterton ordinary shares held in
escrow balance to the original available balances of the Chesterton shareholder
concerned by Friday 8 August, 2003.
4. If the tender offer becomes void in accordance with
paragraph (5) of the section headed "Terms and condition of the tender offer"
set out above, forms of tender will cease to have any effect.
Taxation
The disposal of Chesterton ordinary shares pursuant to the tender offer will
constitute a disposal or part disposal for the purposes of United Kingdom
taxation on capital gains and may give rise to a liability to taxation. Any
shareholder who is in any doubt as to his tax position should consult his
professional adviser.
Yours faithfully,
For and on behalf of Ruegg & Co Limited
Brett Miller
Director.
This information is provided by RNS
The company news service from the London Stock Exchange
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