TIDMAVR
RNS Number : 1356K
Avarae Global Coins PLC
19 September 2016
AVARAE GLOBAL COINS PLC
("Avarae" or the "Company")
Cancellation of admission of Ordinary Shares to trading on
AIM
Tender Offer by WH Ireland Limited to purchase up to 16,156,667
Ordinary Shares
Additional Proposed Buybacks of up to 16,156,667 Ordinary
Shares
and
Notice of Extraordinary General Meeting
Avarae announces it will today be posting a circular to its
shareholders (the "Circular") detailing the Company's proposals
to:
-- cancel the admission of its Ordinary Shares to trading on AIM;
-- provide Qualifying Shareholders with an opportunity to realise some or all of their investment in Avarae
by accepting the Tender Offer pursuant to which WH Ireland will conditionally offer to purchase up to 16,156,667
Ordinary Shares at 11.5 pence per Ordinary Share; and
-- to undertake further buybacks of up to 16,156,667 Ordinary Shares following completion of the Tender Offer and
the De-Listing.
This announcement sets out the background to and reasons for,
and provides further details of, the Proposals including the terms
and conditions of, and the procedure for participating in, the
Tender Offer, details of which can be found in Part II of the
Circular and the accompanying Tender Offer Form.
Implementation of the Proposals, including the Tender Offer, is
conditional, inter alia, upon the Resolution being passed at the
EGM to be held at noon on 13 October 2016 at Ground Floor, West
Suite, Exchange House, 54-58 Athol Street, Douglas, IM1 1JD, Isle
of Man. The Notice of EGM convening the EGM at which the Resolution
will be proposed is set out at the end of the Circular.
Certain sections of the Circular are included below.
Nigel Gautrey/Matt +44 (0)16 2461
Wood 5614
Avarae Global Coins
plc
Paul Shackleton/Nick +44 (0)20 7220
Prowting 1666
WH Ireland Ltd
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2016
Announcement of proposed De-Listing 19 September
and Tender Offer, posting of the
Circular, Proxy Form and Tender
Form to Shareholders and Tender
Offer opens
Latest date for receipt of Proxy noon on 11 October
Form
Extraordinary General Meeting noon on 13 October
Latest time and date for receipt 11.00 a.m. on
of Tender Forms and TTE Instructions 20 October
in relation to the Tender Offer
and Tender Offer closes
Record Date for Tender Offer 5.00 p.m. on 20
October
Announcement of results of the 21 October
Tender Offer by WH Ireland and
the Company
Purchase of Tender Offer Shares On or around 24
under the Tender Offer October
Earliest date for the De-Listing 8.00 a.m. on 25
and cancellation of admission October
of the Ordinary Shares to trading
on AIM
Despatch of cheques for Tender No later than
Offer proceeds 1 November
CREST accounts credited with Tender No later than
Offer proceeds 1 November
Despatch of share certificates No later than
in respect of any revised holdings 1 November
of Ordinary Shares following the
Tender Offer, and any Ordinary
Shares held in CREST not tendered
pursuant to the Tender Offer
Proposed Buybacks Anticipated to
complete by 31
March 2018
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. All times are references
to London time.
All events in the above timetable following the EGM are
conditional, inter alia, upon the approval of the Resolution.
The De-Listing requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the EGM.
TRANSACTION STATISTICS
Number of Ordinary Shares
in issue at the date of
the Circular 80,783,334
Maximum number of Ordinary
Shares to be repurchased
by the Company under the
proposed Tender Offer 16,156,667
Number of Ordinary Shares
which Shareholders have
irrevocably undertaken
not to tender as part
of the Tender Offer 39,145,731
Number of Ordinary Shares
in issue following the
Tender Offer (assuming
the Tender Offer is fully
subscribed and all the
Tender Offer Shares are
acquired by the Company) 64,626,667
Price at which Tender 11.5p per Ordinary Share
Offer is to be made
Maximum number of Buyback
Shares to be purchased
by the Company pursuant
to the Proposed Buybacks
following completion of
the Tender Offer and De-Listing 16,156,667
Number of Ordinary Shares
in issue following completion
of the Proposed Buybacks
(assuming the Tender Offer
is fully subscribed and
all the Buyback Shares
are acquired by the Company) 48,470,000
De-Listing
Reasons for the De-Listing
The Board has conducted a review of the benefits and drawbacks
to the Company in retaining its listing on AIM. The Board believes
that the De-Listing is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors:
-- the management time and the legal and regulatory burden
associated with maintaining the
Company's admission to trading on AIM is, in the Directors'
opinion, disproportionate to the benefits to the Company;
-- there is, and has been for some time, a lack of liquidity in
the Company's Ordinary Shares such that the current share price of
the Company's Ordinary Shares and, therefore, the market
capitalisation of the Company, in the Board's opinion, under values
the Company;
-- in light of the limited trading in the Ordinary Shares, with
an average daily volume over the past 12 months of approximately
26,569 Ordinary Shares representing approximately 0.03 per cent. of
the current issued share capital, the costs associated with
maintaining the AIM quotation are considered by the Directors to be
disproportionately high when compared to the benefits of being
listed on AIM, even though these costs have been closely controlled
and minimised by the Company so far as reasonably possible. The
Board believes that these funds could be better utilised;
-- the Directors believe that the lack of liquidity and its
consequent negative effect on the Company's share price, together
with fundraising costs have made fundraisings on AIM difficult for
the Company as they are unattractive to potential investors. The
Directors consider that this has been a factor in restricting the
ability of the Company to grow;
-- the Directors believe that over the past 12 - 18 months there
has been a plateauing in the prices paid by the market for the very
highest quality coins and that this has been reflected in the
Company's Results announced today. The Company's Results include
the lowest annual stock revaluation increase in the Company's 10
year trading history of approximately 2 per cent. compared to an
average of at least 5 per cent. in previous years. The Directors,
accordingly, believe that the Company and its shareholders would be
better served by reducing the Company's cost base through the
De-Listing; and
-- in light of the above, the Directors believe that the Company
should, where appropriate, seek to return cash to Shareholders in a
controlled manner over time and in the most cost effective method
permissible. The Directors currently consider that the most
cost-effective ways of returning cash to Shareholders on an ongoing
basis will be through share buybacks which is not easily
facilitated by the Company's AIM admission.
Effect of De-Listing
The Directors consider that the principal effects of the
De-Listing will be that:
-- Shareholders will no longer be able to buy and sell Ordinary
Shares through AIM or any other public stock market, further
reducing the liquidity in the Ordinary Shares;
-- Ordinary Shares will no longer be held in or traded through
CREST but will be held in paper form;
-- the Company will no longer be required to announce material
events or interim results through a Regulatory Information Service,
however the Company intends to continue to provide half yearly
trading reports to Shareholders;
-- the Company will no longer be required to comply with many of
the corporate governance requirements applicable to companies
traded on AIM;
-- the Company will no longer be subject to the Disclosure and
Transparency Rules and will therefore no longer be required to
publicly disclose major shareholdings in the Company. However, the
Articles require Shareholders to notify the Company in a similar
fashion to the Disclosure and Transparency Rules and the Company
intends to continue to disclose major Shareholders on its
website;
-- the Company will no longer be subject to the AIM Rules, with
the consequence that Shareholders will no longer be afforded the
protections given by the AIM Rules. Such protections include a
requirement to obtain shareholder approval for reverse takeovers
and fundamental changes in the Company's business and to announce,
inter alia, certain substantial and/or related party transactions;
and
-- the De-Listing may have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately.
Shareholders should note that the Takeover Code will continue to
apply to the Company following the De-Listing for a period of ten
years (or such longer period as the Company shall decide). The
Company will also continue to be bound by the Act (which requires
shareholder approval for certain matters) following the
De-Listing.
De-Listing Process
Under the AIM Rules, the De-Listing can only be effected by the
Company after securing a resolution passed by 75 per cent. of the
votes cast by its Shareholders in a general meeting and the expiry
of a period of 20 clear Business Days from the date on which notice
of the De-Listing is given to the London Stock Exchange. In
addition, a period of at least five clear Business Days following
Shareholders' approval of the De-Listing is required before the
De-Listing may become effective. The Resolution seeks the approval
of Shareholders for the De-Listing. Assuming that the Resolution is
approved, it is proposed that the De-Listing will take place by
8.00a.m. on 21 October 2016.
Ordinary Share dealing following De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares, no price will be publicly quoted
for the Ordinary Shares and the transfer of Ordinary Shares will be
subject to the provisions of the Articles. However, the Company
will consider engaging a third party provider to provide share
registrar services and a share matching facility. Please refer to
paragraph 8 below for more information.
Takeover Code
Following the De-Listing, the Company will remain subject to the
Takeover Code for a period of ten years. One of the Company's
Shareholders, Montoya Investments Limited (Montoya) (who has
irrevocably undertaken not to participate in the Tender Offer)
will, on completion of the Tender Offer (assuming it is fully
subscribed), hold approximately 37.3 per cent. of the issued
Ordinary Shares. If the Proposed Buybacks also proceed in full, and
Montoya does not participate, its shareholding could rise to
approximately 49.73 per cent. as a consequence of
the Company's issued share capital reducing. The Takeover Panel has confirmed that:
-- no whitewash is required in respect of the consequences of
the Tender Offer and Proposed Buybacks on Montoya's shareholding;
and
-- Montoya will not be required to make a mandatory offer under
Rule 9 of the Takeover Code as a consequence of the Tender Offer
and the Proposed Buybacks.
Tender Offer
The Board recognises that not all Shareholders will be able or
willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
Shareholders are not obliged to tender any Ordinary Shares and,
if they do not wish to participate in the Tender Offer,
Shareholders should not complete or return their Tender Form.
Shareholders in any doubt about what action to take, are
recommended immediately to seek professional advice from their
stockbroker, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 who specialises in advising upon investments in shares and
other securities.
Under the Tender Offer, WH Ireland will purchase (as principal)
up to 16,156,667 Ordinary Shares (representing approximately 20 per
cent. of the Company's existing issued ordinary share capital) from
Qualifying Shareholders at 11.5 pence per share. The Tender Offer
Price represents:
-- a discount of approximately 8 per cent. over the closing mid
price of an Ordinary Share on 16 September 2016, being the last
dealing day before the date of the Circular;
-- a discount of approximately 4 per cent. over the closing bid
price of an Ordinary Share on 16 September 2016, being the last
dealing day before the date of the Circular; and
-- a premium of approximately 2.7 per cent. over the volume
weighted average share price of an Ordinary Share since 1 January
2016 to 16 September 2016, being the last dealing day before the
date of the Circular.
The Company and WH Ireland have entered into the Repurchase
Agreement which contains, inter alia, warranties from the Company
in favour of WH Ireland in respect of certain facts or events in
relation to the Company that would affect the Tender Offer, and
which grants WH Ireland a put option pursuant to which WH Ireland
may require the Company to purchase, at an amount per Ordinary
Share equal to the Tender Offer Price, the Ordinary Shares
purchased by WH Ireland as principal pursuant to the Tender
Offer.
Any Ordinary Shares purchased by WH Ireland under the Tender
Offer which WH Ireland subsequently requires the Company to
purchase under the terms of the Repurchase Agreement will be
cancelled. The Tender Offer is subject to the conditions set out in
the Repurchase Agreement being fulfilled. The Tender Offer is open
to Qualifying Shareholders on the register of the Company at
5.00p.m. on 20 October 2016.
When, as anticipated, WH Ireland exercises its put option under
the Repurchase Agreement, the Repurchase will be financed out of
the Company's existing cash reserves and working capital resources
provided that the Directors are satisfied that, at the relevant
time, the Company is able to pay its debts as they fall due in the
normal course of its business and the value of the Company's assets
exceeds its liabilities. The Company is not required under Isle of
Man law to seek shareholder consent to the purchase by the Company
of its own shares under the Repurchase Agreement.
Qualifying Shareholders may tender some, all, or none of their
holdings pursuant to the Tender Offer. A maximum of 16,156,667
Ordinary Shares may be purchased in the Tender Offer. Valid tenders
of 20 per cent. or less of a Qualifying Shareholder's Ordinary
Shares on the Record Date will be accepted in full. Valid tenders
in excess of 20 per cent. of a Qualifying Shareholder's Ordinary
Shares on the Record Date may be accepted if the total number of
Ordinary Shares validly tendered in the Tender Offer is 16,156,667
or fewer. Valid tenders in excess of 20 per cent. of a Qualifying
Shareholder's Ordinary Shares on the Record Date may be scaled back
as set out in paragraph 5 below.
Qualifying Shareholders who retain a shareholding following
completion of the Tender Offer will, on completion of the
De-Listing, hold Ordinary Shares in a non-publicly traded company.
Furthermore, as set out in paragraph 2.4 above there will be no
market facility for dealing in the Ordinary Shares, no price will
be publicly quoted for the Ordinary Shares and the transfer of
Ordinary Shares will be subject to the provisions of the Articles.
A copy of the Articles is available to view on the Company's
website: www.Avarae .co.uk.
Full details of the Tender Offer are set out in Part II of the
Circular.
The Tender Offer is conditional, inter alia, on the Resolution
being passed at the EGM.
The Tender Offer will also not proceed if any of the conditions
specified in paragraph A.1 of Part II of the Circular are not
satisfied and the Tender Offer may be terminated in the
circumstances described in paragraph A.22 of Part II of the
Circular. If the Tender Offer does not proceed or is terminated
once it is made, the Company will make an announcement through a
Regulatory Information Service.
The attention of Qualifying Shareholders who are citizens or
nationals of or resident in jurisdictions outside the United
Kingdom and who wish to participate in the Tender Offer is drawn to
the section headed "Overseas Shareholders" in Part II of the
Circular. The Tender Offer is not being made, directly or
indirectly, in or into any Restricted Jurisdiction.
Irrevocable undertakings
The Company has received irrevocable undertakings in relation to
the Proposals as follows:
a) Shareholders holding 44,035,731 Ordinary Shares (representing
approximately 54.51 per cent. of the Ordinary Shares in issue as at
the date of the Circular) have irrevocably agreed to vote in favour
of the Resolution to be proposed at the EGM; and
b) Shareholders have irrevocably undertaken not to accept the
Tender Offer in respect of 39,145,731 Ordinary Shares (representing
approximately 48.46 per cent. of the Ordinary Shares in issue as at
the date of the Circular).
Basic entitlement, additional tenders and scaling back
Qualifying Shareholders may tender any or all of their Ordinary
Shares on the Record Date. If the Tender Offer proceeds, Qualifying
Shareholders validly tendering 20 per cent. or less of their
Ordinary Shares on the Record Date will have their tenders accepted
in full. Qualifying Shareholders may tender further Ordinary Shares
above that 20 per cent. level if they wish to do so. Accordingly,
if the Company receives valid tenders from Qualifying Shareholders
for 16,156,667 Ordinary Shares or fewer, those tenders will be
accepted in full. If the Company receives valid tenders from
Qualifying Shareholders in excess of 16,156,667 Ordinary Shares,
after an initial allocation to each Qualifying Shareholder of 20
per cent. of their Ordinary Shares on the Record Date (or such
lower amount as the Shareholder tendered), tenders will be scaled
back, to ensure that the total number of Ordinary Shares purchased
pursuant to the Tender Offer does not exceed 16,156,667 Ordinary
Shares. The basis of scaling back will be determined by WH Ireland
in consultation with the Company but it is anticipated that scaling
back will be conducted on a pro rata basis to the number of
Ordinary Shares tendered, unless and to the extent that WH Ireland
in consultation with the Company determines that there is a good
reason to scale back on a different basis, for
example, to enable a complete exit for very small shareholders
or to accommodate investors whose constitutions do not permit them
to hold unlisted securities. The decision of WH Ireland as to the
basis of scaling back and the treatment of fractions or other
issues arising from any scaling back will be conclusive and binding
on all Shareholders.
Proposed Buybacks
Subject to completion of the Tender Offer and the De-Listing,
the Company may undertake further share buybacks of up to
16,156,667 Ordinary Shares. It is currently anticipated that,
subject to funds being available, the Company satisfying any
necessary legal requirements and the Directors considering it to be
in the best interests of shareholders at the relevant time, that
the Company will complete the Proposed Buybacks over the next 12 to
18 months. The purpose of the Proposed Buybacks is to enable the
Company to continue to return funds to investors. The Proposed
Buybacks will be undertaken in such manner, on such terms and with
such Shareholders as the Directors may determine in their sole
discretion. It is, however, anticipated that Proposed Buybacks will
be priced at not less than the Tender Offer Price. As with the
purchase of Ordinary Shares by the Company under the Repurchase
Agreement, the Company does not require shareholder consent to
proceed with the Proposed Buybacks but the Company will need to
satisfy the Isle of Man solvency tests at the relevant time.
Current trading
Today, the Company released its annual report and accounts for
the year ended 31 March 2016 (the "Annual Report"). Since that date
the Company has continued to operate in line with the Directors'
expectations as set out in the Annual Report. Since 31 March 2016,
the Company has sold coins realising a total of GBP1.78 million, an
increase of GBP0.68million on their original cost price. The
Company currently has cash of approximately GBP2.13 million. The
maximum aggregate consideration to be paid by the Company for the
Tender Offer Shares under the Repurchase Agreement is approximately
GBP1.86 million payable in cash.
Audited accounts for the last three financial years are
available from the Company's website (www.Avarae .com).
Trading facility post De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, holdings of Ordinary Shares will
be difficult to value and sell. However, while there can be no
guarantee of any Shareholders being able to purchase or sell any
Ordinary Shares, any Shareholder seeking to do so should contact
the Company at its registered office.
In addition, in order to facilitate continued trading in the
Ordinary Shares, and if the Directors consider that the number of
Shareholders remaining following the Tender Offer merits it, the
Company will consider engaging a third party provider to supply
share registrar services and a share matching facility. If and when
available, the Company will inform shareholders and provide details
of any matched bargain trading facility. Details will also be made
available on the Company's website: www.Avarae.com.
Board structure and corporate governance
Following completion of the De-Listing, the Company expects to
maintain a structure of a board of directors advised by an advisory
panel to:
-- provide suitable controls and governance appropriate to an
organisation of the Company's size, resources and activities;
and
-- take responsibility for overall business strategy and ensure
policies are followed at operational level to support delivery of
the strategy.
The Company will continue to ensure that appropriate standards
of corporate governance are in operation so far as is practical and
appropriate to the size and nature of the Company post the
De-Listing. The Company will continue to communicate information
about the Company (including annual accounts) to its Shareholders
as required by law and the Company will continue to hold annual
general meetings in accordance with the Articles. The Company also
intends to provide half yearly reports to Shareholders on an
ongoing basis.
Proposals to be voted on at the EGM
For the purposes of effecting the De-Listing, the Resolution
will be proposed at the EGM. Set out at the end of the Circular is
a notice convening the EGM to be held at noon on 13 October 2016 at
Ground Floor, West Suite, Exchange House, 54-58 Athol Street,
Douglas, IM1 1JD. The full text of the Resolution is set out in
that notice. The Resolution is to approve the De-Listing and will
be proposed as a special resolution in accordance with the AIM
Rules.
Action to be taken
EGM
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the EGM. The Form of Proxy should be completed and
returned in accordance with the instructions printed thereon so as
to arrive at the Company's Transfer Agent, Neville Registrars
Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands,
B63 3DA or by email at info@nevilleregistrars.co.uk as soon as
possible and in any event not later than noon on 11 October 2016.
The completion and return of a Form of Proxy will not preclude you
from attending and voting in person at the EGM or any adjournment
thereof, if you so wish and are so entitled.
If the Form of Proxy is not returned by noon on 11 October 2016,
your vote will not count.
Tender Offer
If you are a Qualifying Shareholder and wish to participate in
the Tender Offer, you should follow the procedure for tendering
shares. Full details of the Tender Offer, and the procedure to be
followed by Qualifying Shareholders wishing to tender Ordinary
Shares, are set out in Part II of the Circular.
The procedure for tendering Ordinary Shares on the Register at
the Record Date depends on whether a Qualifying Shareholder holds
Ordinary Shares in certificated or uncertificated form.
Qualifying Shareholders who hold Ordinary Shares in certificated
form and who wish to tender all or some of their Ordinary Shares
held at the Record Date should complete a Tender Form in accordance
with the instructions set out in Part II of the Circular and the
instructions printed on the Tender Form itself and return it,
together with their original share certificate(s) by post to
Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, West Midlands, B63 3DA or (during normal business hours
only) by hand to Neville Registrars Limited, Neville House, 18
Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible
and in any event so as to arrive by no later than 11.00a.m. on 20
October 2016.
Qualifying Shareholders who hold Ordinary Shares in
uncertificated form and who wish to tender all or some of their
Ordinary Shares held at the Record Date should tender
electronically through CREST so that the TTE Instruction settles by
no later than 11.00 a.m. on 20 October 2016. If Ordinary Shares are
held under different member account IDs, a separate TTE Instruction
should be sent for each member account ID.
Taxation
Shareholders are strongly advised to consult an appropriate
independent professional adviser in relation to the tax treatment
of any sale of Ordinary Shares pursuant to the Tender Offer. You
should note that following the De-Listing the Ordinary Shares will
no longer be quoted on AIM or any other public market.
Enquiries
If you have any enquiries in relation to the Tender Offer,
please contact Neville Registrars Limited on 0121 585 1131 or, if
calling from outside the UK, on +44 121 585 1131. Lines are open
9.00a.m. to 5.00p.m., Monday to Friday (except bank holidays).
Calls to the helpline number from inside the UK are charged at your
service provider's standard rates (charges may vary). Calls to the
helpline number from outside the UK are charged at applicable
international rates. Calls may be recorded and monitored randomly
for security and training purposes. Neville Registrars Limited
cannot provide advice on the merits of the Tender Offer or give any
financial, legal or tax advice.
Recommendation
Your Directors, having received independent financial advice
from WH Ireland, consider the Proposals to be in the best interests
of the Company and Shareholders as a whole. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolution.
The Directors unanimously recommend that you vote in favour of
the Resolution as they, and persons connected or associated with
them or members of their family, intend to do, in respect of their
respective interests in 30,000 Ordinary Shares in aggregate,
representing approximately 0.04 per cent. of the Ordinary Shares
currently in issue. The Directors and persons connected or
associated with them or members of their family, have also
undertaken not to accept the Tender Offer in respect of their
respective interests in 30,000 Ordinary Shares in aggregate
representing approximately 0.04 per cent. of the Ordinary Shares
currently in issue.
Your Directors also consider it appropriate that those
Qualifying Shareholders who are unable or unwilling to hold shares
in the Company following the De-Listing should be given an
opportunity to realise their investment under the Tender Offer.
However, the Directors make no recommendation to Qualifying
Shareholders in relation to their participation in the Tender Offer
and recommend that all Qualifying Shareholders consult their duly
authorised independent advisers before they make a decision as to
whether to tender some, all, or none of their Ordinary Shares, in
order to obtain advice relevant to their particular
circumstances.
TERMS AND CONDITIONS OF THE TER OFFER
Shareholders who do not wish to participate under the Tender
Offer need take no action in relation to the Tender Offer (save in
relation to voting in person or by proxy at the EGM on the
Resolution should they wish to do so, the passing of the Resolution
being a condition of the Tender Offer proceeding).
Introduction
Qualifying Shareholders on the Register on the Record Date are
being invited to tender their Ordinary Shares for purchase by WH
Ireland on the terms and subject to the conditions set out in the
Circular and also, in the case of certificated Ordinary Shares
only, in the Tender Form. When, as anticipated, WH Ireland
exercises its put option under the Repurchase Agreement, then the
Company will be required to purchase from WH Ireland all of the
Ordinary Shares purchased by WH Ireland pursuant to the Tender
Offer. All of the Ordinary Shares purchased by the Company under
the Repurchase Agreement will be cancelled.
Terms of the Tender Offer
1. WH Ireland hereby offers to purchase Ordinary Shares and/or
procure the purchase of Ordinary Shares by an affiliate of WH
Ireland (in each case as principal) from Qualifying Shareholders on
and subject to the following terms and conditions. The Tender Offer
is conditional upon inter alia, the following conditions (together
the "Tender Conditions"):
(a) the passing of the Resolution;
(b) WH Ireland being satisfied that the Company has in its
control or held to its order the aggregate amount due and payable
under the Tender Offer in accordance with the Repurchase
Agreement;
(c) the Company satisfying all legal requirements under Isle of
Man law relating to the Tender Offer at the time of the Tender
Offer; and
(d) the Repurchase Agreement not having been terminated in
accordance with its terms and having become unconditional,
(1(a), 1(b), 1(c) and 1(d) above together being the "Tender
Conditions").
WH Ireland will not purchase the Ordinary Shares pursuant to the
Tender Offer unless the Tender Conditions and the conditions
contained in the Repurchase Agreement (other than any condition
relating to the purchase by WH Ireland of the Ordinary Shares
pursuant to the Tender Offer) have been satisfied or waived. The
Tender Conditions may not be waived by WH Ireland or the
Company.
If any of the above Tender Conditions are not satisfied by 5.00
p.m. on 1 November 2016 (or such later time and date as the Company
and WH Ireland may agree), the Tender Offer will not proceed and
will lapse.
2. All Ordinary Shares tendered by Shareholders under the Tender
Offer will be tendered at the Tender Offer Price. Ordinary Shares
may not be tendered at any other price. The aggregate amount
received by each Shareholder in respect of Ordinary Shares validly
tendered will be rounded down to the nearest penny.
3. Subject to the terms of the Tender Offer, WH Ireland will
purchase Ordinary Shares tendered by Qualifying Shareholders under
the Tender Offer at the Tender Offer Price on the Completion Date.
All Ordinary Shares successfully tendered will be purchased by WH
Ireland and/or an affiliate of WH Ireland, in each case as
principal and not as agent, nominee or trustee.
4. The total number of Ordinary Shares purchased pursuant to the
Tender Offer will not exceed 16,156,667 Ordinary Shares (equivalent
to a maximum total amount of approximately GBP1,858,017).
5. The Tender Offer is only available to Qualifying Shareholders
on the Register on the Record Date and is only being made in
respect of the number of Ordinary Shares registered in those
Qualifying Shareholders' names at such time.
6. Tender Forms once duly completed (for Ordinary Shares held in
certificated form) and submitted to the Receiving Agent and TTE
instructions which have settled (for Ordinary Shares held in
uncertificated form) will be irrevocable and cannot be withdrawn.
All questions as to the validity (including time of receipt) will
be determined by WH Ireland, in its sole discretion, which
determination shall be final and binding (except as otherwise
required under applicable law).
7. The Tender Offer will close at 11.00 a.m. on 20 October 2016
and tenders or TTE instructions received after that time will not
be accepted.
8. All documents and remittances sent by or to Shareholders and
all instructions made by or on behalf of a Shareholder in CREST
relating to the Tender Offer will be sent at the relevant
Shareholder's own risk. If the Tender Offer does not become
unconditional, or does not proceed, and lapses or it is terminated,
in respect of Ordinary Shares held in certificated form, Tender
Forms, certificates and other documents of title will be returned
by post to Shareholders not later than 5 Business Days after the
date of such lapse or termination, or, in the case of Ordinary
Shares held in uncertificated form (that is, in CREST), the
Receiving Agent will provide instructions to Euroclear to transfer
all Ordinary Shares held in escrow by TFE instruction to the
accounts to which those Ordinary Shares relate.
9. All or any part of a holding of Ordinary Shares may be
tendered by Qualifying Shareholders. Only whole numbers of Ordinary
Shares may be tendered and tenders may be scaled back accordance
with paragraph A.18 of this Part II.
10. Ordinary Shares successfully tendered under the Tender Offer
will be sold to WH Ireland fully paid and free from all liens,
charges, equitable interests and encumbrances and with all rights
attaching to the same. Successfully tendered Ordinary Shares under
the Tender Offer which WH Ireland subsequently requires the Company
to purchase pursuant to the Repurchase Agreement, will subsequently
be cancelled and will not rank for any dividends, distributions or
other equity related rights declared by the Company after that
date.
11. All tenders of Ordinary Shares held in certificated form
must be made on the Tender Form duly completed in accordance with
the instructions set out on the Tender Form (which constitute part
of the terms of the Tender Offer).
12. All tenders of Ordinary Shares held in uncertificated form
must be made by the input and settlement of an appropriate TTE
instruction in CREST in accordance with the procedure set out below
and the relevant procedures in the CREST manual.
13. A tender will only be valid if the procedures contained in
the Circular and, for Qualifying Shareholders who hold Ordinary
Shares in certificated form, in the Tender Form, are complied
with.
14. The Tender Offer will be governed by, and construed in
accordance with, English law and the delivery of a Tender Form or
the giving of a TTE instruction by a Qualifying Shareholder will
constitute submission to the jurisdiction of the English
courts.
15. The result of the Tender Offer and, if applicable, the
extent to which tenders will be scaled down, is expected to be
announced by WH Ireland and the Company on 21 October 2016.
16. If part only of a holding of Ordinary Shares is successfully
tendered pursuant to the Tender Offer, the relevant Qualifying
Shareholder will be entitled to receive the following:
(a) if Ordinary Shares are held in certificated form, a
certificate in respect of the unsold Ordinary Shares; or
(b) if Ordinary Shares are held in uncertificated form (that is,
in CREST), the transfer by the Receiving Agent by TFE instruction
to the original accounts of those unsold Ordinary Shares.
17. Further copies of the documents referred to in the Circular
may be obtained on request from the Receiving Agent at Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands, B63 3DA.
18. Qualifying Shareholders may tender any or all of their
Ordinary Shares on the Record Date. If the Tender Offer proceeds,
Qualifying Shareholders tendering 20 per cent. or less of their
Ordinary Shares on the Record Date will have their valid tenders
accepted in full. Qualifying Shareholders may tender further
Ordinary Shares above that 20 per cent. level if they wish to do
so. Accordingly, if the Company receives valid tenders from
Qualifying Shareholders for 16,156,667 Ordinary Shares or fewer,
those Tenders will be accepted in full. If the Company receives
valid tenders from Qualifying Shareholders in excess of 16,156,667
Ordinary Shares, after an initial allocation to each Qualifying
Shareholder of 20 per cent. of their Ordinary Shares on the Record
Date (or such lesser number of Ordinary Shares as were tendered by
the Qualifying Shareholder), tenders will be scaled back, to ensure
that the total number of Ordinary Shares purchased pursuant to the
Tender Offer does not exceed 16,156,667 Ordinary Shares. The basis
of scaling back will be determined by WH Ireland in consultation
with the Company but it is anticipated that scaling back will be
conducted on a pro rata basis to the number of Ordinary Shares
tendered, unless and to the extent that WH Ireland in consultation
with the Company determines that there is a good reason to scale
back on a different basis, for example, to enable a complete exit
for very small shareholders or to accommodate investors whose
constitutions do not permit them to hold unlisted securities. The
decision of WH Ireland as to the basis of scaling back and the
treatment of fractions or other issues arising from any scaling
back will be conclusive and binding on all Shareholders.
19. All questions as to the number of Ordinary Shares tendered
and the validity, form, eligibility (including the time of receipt)
and acceptance for payment of any tender of Ordinary Shares under
the Tender Offer will be determined by WH Ireland in its sole
discretion, which determination shall be final and binding on all
parties except as otherwise required under applicable law. WH
Ireland reserves the absolute right to reject any or all tenders it
determines not to be in proper form or the acceptance of payment
which may, in the opinion of WH Ireland, be unlawful. WH Ireland
also reserves the absolute right to waive any of the terms or
conditions of the Tender Offer (other than the Tender Conditions)
and any defect or irregularity in the tender of any particular
Ordinary Shares or any particular holder thereof. No tender of
Ordinary Shares will be deemed to be validly made until all defects
or irregularities have been cured or waived. In the event of a
waiver, the consideration under the Tender Offer will not be
dispatched (in respect of Ordinary Shares in certificated form) or
made by way of CREST payment (in respect of Ordinary Shares in
uncertificated form) to the relevant Shareholder until after (in
the case of Ordinary Shares in certificated form) the Tender Form
is complete in all respects and the share certificate(s) and/or
other document(s) of title satisfactory to WH Ireland have been
received or (in the case of Ordinary Shares in uncertificated form)
the relevant TTE instruction has settled. None of the Receiving
Agent, WH Ireland, the Company nor any other person is or will be
obliged to give notice of any defects or irregularities in tenders,
and none of them will incur any liability for failure to give any
such notice.
20. Ordinary Shares will be purchased under the Tender Offer
free of all commissions and dealing charges.
21. The failure of any person to receive a copy of the Circular
or the Tender Form shall not invalidate any aspect of the Tender
Offer.
22. If at any time prior to 5p.m. on 1 November2016:
a) the Company is in breach of any of its obligations under the Repurchase Agreement; or
b) there has been a breach of any warranty or undertaking of the
Company under the Repurchase Agreement; or
c) there has been material adverse change in national or
international, financial, economic, political or market conditions;
or
d) there has been material adverse change in the financial
position or prospects and/or circumstances of the Company
(including, without limitation, in relation to the distributable
profits of the Company),
which, in the absolute discretion of WH Ireland, is likely to
prejudice the success of the Tender Offer or make it, temporarily
or permanently impracticable or inadvisable to proceed with the
Tender Offer, then WH Ireland may terminate the Tender Offer. In
addition, the Tender Offer may be terminated if the Company and/or
WH Ireland in their absolute discretion, conclude that the Tender
Offer would no longer be in the interests of the Company and/or the
Shareholders as a whole.
23. Where the Tender Offer is terminated in accordance with
paragraph A.22 above, as soon as practicable thereafter, the
Company shall notify Shareholders in writing and/or through an
announcement through a Regulatory Information Service that such is
the case.
24. No interest will be payable to any Shareholder in respect of
any monies that are held in the escrow account or due in
consideration of any Ordinary Share that has been accepted for
Tender.
Overseas Shareholders
Overseas Shareholders should inform themselves about and observe
any applicable or legal regulatory requirements in their relevant
jurisdiction. If you are in any doubt about your position, you
should consult your professional adviser in the relevant
jurisdiction.
1. The making of the Tender Offer in, or to persons resident in,
jurisdictions outside the United Kingdom or who are citizens,
residents or nationals of other countries may be affected by the
laws of the relevant jurisdiction. Shareholders who are not
resident in the United Kingdom, or who are citizens, residents or
nationals of countries outside the United Kingdom should inform
themselves about and observe any applicable legal requirements. It
is the responsibility of any such Shareholder wishing to take up
the Tender Offer to satisfy himself as to the full observance of
the laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental or other consents which
may be required, the compliance with other necessary formalities
and the payment of any transfer or other taxes due in such
jurisdiction. Any such Shareholder will be responsible for any such
transfer or other taxes by whomsoever payable and the Company, the
Transfer Agent and WH Ireland and any person acting on their behalf
shall be fully indemnified and held harmless by such Shareholder
for any such transfer or other taxes or other requisite payments
such person may be required to pay. No steps have been taken to
qualify the Tender Offer or to authorise the extending of the
Tender Offer or the distribution of the Tender Form in any
territory outside the United Kingdom.
2. In particular, the Tender Offer is not being made directly or
indirectly into or from or by use of the mails or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex, and telephone) or interstate or foreign
commerce, or any facility of a national securities exchange, of the
United States, Canada, Australia, New Zealand, Japan or South
Africa and the Tender Offer cannot be accepted by any such use,
means, instrumentality or facility from within the United States,
Canada, Australia, New Zealand, Japan or South Africa. Accordingly,
copies of the Circular, the Tender Form and any related documents
are not being and must not be mailed or otherwise distributed or
sent in, into, or from the United States, Canada, Australia, New
Zealand, Japan or South Africa, including to Shareholders with
registered addresses in the United States, Canada, Australia, New
Zealand, Japan or South Africa, or to persons who are custodians,
nominees or trustees holding Ordinary Shares for persons in the
United States, Canada, Australia, New Zealand, South Africa or
Japan. Persons receiving such documents (including, without
limitation, custodians, nominees and trustees) should not
distribute, send or mail them in, into or from the United States,
Canada, Australia, New Zealand, South Africa or Japan or use such
mails or any such means, instrumentality or facility, in connection
with the Tender Offer, and so doing will render invalid any related
purported acceptance of the Tender Offer. Persons in such countries
wishing to accept the Tender Offer should not use such mails or any
such means, instrumentality or facility for any purpose, directly
or indirectly, relating to acceptance of a Tender Offer. Envelopes
containing a Tender Form should not be postmarked in the United
States, Canada, Australia, New Zealand, South Africa or Japan or
otherwise dispatched from the United States, Canada, Australia, New
Zealand, South Africa or Japan and all accepting Shareholders must
provide addresses outside the United States, Canada, Australia, New
Zealand, South Africa or Japan for the remittance of cash or return
of Tender Forms and share certificates.
3. If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards the Circular, the Tender Form or any related documents in,
into or from the United States, Canada, Australia, New Zealand,
South Africa or Japan or uses the mails of, or any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or foreign
commerce of, or any facility of a national securities exchange of,
the United States, Canada, Australia, New Zealand, South Africa or
Japan in connection with such forwarding, such persons should:
(a) inform the recipient of such fact;
(b) explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and
(c) draw the attention of the recipient to this section of the Circular.
4. The provisions in this section and/or any other terms of the
Tender Offer relating to Overseas Shareholders may be waived,
varied or modified as regards a specific Shareholder or on a
general basis by WH Ireland in its absolute discretion but only if
WH Ireland is satisfied that such waiver, variation or modification
will not constitute or give rise to a breach of applicable
securities or other law. Subject to this, the provisions in this
paragraph supersede any terms of the Tender Offer inconsistent
therewith. References to a Shareholder shall include references to
the persons executing a Tender Form and in the event of more than
one person executing a Tender Form, the provisions in this section
shall apply to them jointly and severally.
Procedure for tendering
Ordinary Shares held in certificated form
To participate in the Tender Offer, Qualifying Shareholders
holding Ordinary Shares in certificated form must complete, sign,
have witnessed and return the Tender Form in accordance with these
instructions and the instructions on the Tender Form. The following
instructions should be read together with the notes on the Tender
Form:
(a) To take up the Tender Offer in respect of Ordinary Shares
held in certificated form, you must complete Box 1A or 1B and sign
and have witnessed Box 2 of the accompanying Tender Form in
accordance with the instructions thereon.
(b) You should complete separate Tender Forms for Ordinary
Shares held in certificated form but under different designations.
Additional copies of the Tender Form can be obtained from the
Receiving Agent.
(c) Completed, signed and witnessed Tender Forms plus original
share certificates and/or other documents of title, should be sent
by post to the Receiving Agent at Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or
by hand (during normal business hours only) to Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands,
B63 3DA as soon as possible and, in any event, so as to be received
not later than 11.00 a.m. on 20 October 2016. Duly completed Tender
Forms sent by any of the means set out above and received signed
and complete in all respects by the prescribed time will be treated
as tenders of Ordinary Shares in accordance with the terms and
conditions of the Tender Offer. No acknowledgement of receipt of
documents will be given. The instructions on the Tender Form shall
be deemed to form part of the terms of the Tender Offer.
By signing and returning a Tender Form, you will be deemed to
have appointed Neville Registrars Limited as the Receiving Agent in
respect of the tender process. WH Ireland will therefore issue a
contract note on behalf of all Shareholders whose Ordinary Shares
are so purchased under the Tender Offer and will remit the cash
consideration to Neville Registrars Limited with instructions that
such consideration be remitted to Shareholders in accordance with
the terms and conditions of the Tender Offer.
If you have lost your share certificate and/or other document of
title, you should write to the Transfer Agent at Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands,
B63 3DA or telephone the helpline detailed below for a letter of
indemnity in respect of the lost share certificate and/or other
document of title. When completed in accordance with the
instructions given, such indemnity should be returned by post to
the Receiving Agent at Neville Registrars Limited, Neville House,
18 Laurel Lane, Halesowen, West Midlands, B63 3DA or by hand
(during normal business hours only) to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA so
as to arrive not later than 11.00 a.m. on 20 October 2016. A fee
may be payable by the Shareholder in respect of each letter of
indemnity.
If you have any enquiries in relation to the Tender Offer,
please contact Neville Registrars Limited on 0121 585 1131 or, if
calling from outside the UK, on +44 121 585 1131. Lines are open
9.00a.m. to 5.00p.m., Monday to Friday (except bank holidays).
Calls to the helpline number from inside the UK are charged at your
service provider's standard rates (charges may vary). Calls to the
helpline number from outside the UK are charged at applicable
international rates. Calls may be recorded and monitored randomly
for security and training purposes. Neville Registrars Limited
cannot provide advice on the merits of the Tender Offer or give any
financial, legal or tax advice.
Ordinary shares in uncertificated form (that is, in CREST)
If your Ordinary Shares are in uncertificated form, to tender
such shares under the Tender Offer you should take (or procure the
taking of) the action set out below to transfer (by means of a TTE
instruction) the number of Ordinary Shares in respect of which you
wish to tender under the Tender Offer to an escrow balance
specifying Neville Registrars Limited's (in its capacity as a CREST
Participant under Neville's Participant ID and Member Account ID as
referred to below) as the Escrow Agent, as soon as possible and in
any event so that the transfer to escrow settles by no later than
11.00 a.m. on 20 October 2016.
The input and settlement of a TTE instruction in accordance with
this section shall constitute an offer to WH Ireland to sell to it
the number of Ordinary Shares at the price indicated on the terms
of the Tender Offer by transferring such shares to the relevant
escrow account as detailed below. If you are a CREST Sponsored
Member, you should refer to your CREST Sponsor before taking any
action. Only your CREST Sponsor will be able to send the TTE
instruction to Euroclear in relation to your Ordinary Shares.
The Corporate Action Number is allocated by Euroclear and can be
found by viewing the relevant corporate action details in
CREST.
You should send (or, if you are a CREST Sponsored Member,
procure that your CREST Sponsor sends) a TTE instruction to
Euroclear, which must be properly authenticated in accordance with
Euroclear'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 details:
-- the number of Ordinary Shares to be transferred to the relevant escrow account;
-- your Member Account ID;
-- your Participant ID;
-- the Participant ID of the Escrow Agent, in its capacity as a
CREST Escrow Agent, which is 7RA11;
-- the Member Account ID of the Receiving Agent, which is
AVARAE. The input and settlement of a TTE instruction in accordance
with this section (which has not been validly withdrawn) shall
constitute an offer to WH Ireland to sell to it the number of
Ordinary Shares at the price indicated on the terms of the Tender
Offer, by transferring such shares to the relevant escrow account
as detailed above;
-- the ISIN number in respect of the Company shares, which is GB00B137SQ61;
-- the intended settlement date. This should be as soon as
possible and in any event no later than 11.00 a.m. on 20 October
2016;
-- the contact name and telephone number in the shared note field;
-- the corporate action number for the Tender Offer, which is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST; and
-- input with a standard delivery instruction priority of 80.
After settlement of the TTE instruction, you will not be able to
access the Ordinary Shares concerned for any transaction or
charging purposes, notwithstanding that they will be held in escrow
until completion or lapse of the Tender Offer.
You should note that Euroclear 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 your Ordinary
Shares to settle prior to 11.00 a.m. on 20 October 2016. In this
connection you are referred in particular to those sections of the
CREST manual concerning practical limitations of the CREST system
and timings.
The Company and/or WH Ireland will make an appropriate
announcement if any of the details contained in this section
relating to settlement in CREST are materially altered.
Deposits of Ordinary Shares into, and withdrawals of Ordinary
Shares from, CREST
Normal CREST procedures (including timings) apply in relation to
any Ordinary Shares that are, or are to be, converted from
uncertificated to certificated form or vice versa during the course
of the Tender Offer (whether such conversion arises as a result of
a transfer of Ordinary Shares relating to the Tender Offer or
otherwise). Shareholders who are proposing to convert any such
Ordinary Shares are recommended to ensure that the conversion
procedures are implemented in sufficient time to enable the person
with a holding in or acquiring the Ordinary Shares as a result of
the conversion to take all necessary steps in connection with the
take up of the Tender Offer (in particular, as regards delivery of
share certificates and/or other documents of title or transfers to
an escrow balance as described above) prior to 11.00 a.m. on 20
October 2016, whether in certificated or uncertificated form.
Effect of Tender
Tender Forms
Completion and lodgment of a Tender Form, including the
completion and lodgment of a Tender Form which is treated by WH
Ireland as valid, shall constitute the irrevocable agreement,
warranty and representation by the relevant Qualifying Shareholder
that:
(a) the execution of the Tender Form shall constitute an offer
to WH Ireland to sell to it (and/or its affiliate) such number of
certificated Ordinary Shares as are inserted in Box 1A or 1B (as
applicable) of the Tender Form or deemed to be tendered, in each
case on and subject to the terms and conditions set out or referred
to in the Circular and the Tender Form and that, once lodged, such
tender shall be irrevocable;
(b) such Shareholder has full power and authority to tender,
sell, assign or transfer the Ordinary Shares in respect of which
such offer is accepted (together with all rights attaching thereto)
and WH Ireland (and/or its affiliate) will acquire such Ordinary
Shares as principal with full title guarantee and free from all
liens, charges, encumbrances, equitable interests, rights of
pre-emption or other third party rights of any nature and together
with all rights attaching thereto, on or after 20 October 2016;
(c) such completion and lodgment, shall, subject to the Tender
Offer becoming unconditional, irrevocably constitute WH Ireland or
its agents and officers as such Shareholder's agent, and an
instruction to them as such, to:
(i) complete and execute any and all forms and take any and all
actions which are necessary or, in WH Ireland's absolute
discretion, desirable to give effect to the purchase of the
Ordinary Shares that are the subject of the Tender Form;
(ii) procure the purchase of the Ordinary Shares which are the
subject of the Tender Form; and
(iii) dispatch or otherwise make payment of the proceeds of sale
in respect of the purchased Ordinary Shares in accordance with the
settlement provisions set out below;
(d) such Shareholder shall not take any action which would
prevent the Company or the Receiving Agent from cancelling the
Ordinary Shares tendered under the Tender Offer, should WH Ireland
(or its affiliate) require the Company to purchase at the Tender
Offer Price the Ordinary Shares purchased pursuant to the Tender
Offer in accordance with the Repurchase Agreement;
(e) such Shareholder agrees to ratify and confirm each and every
act or thing which may be done or effected by WH Ireland or any of
its directors or agents and officers or any person nominated by WH
Ireland or the Receiving Agents or any of its directors in the
proper exercise of their or his powers and/or authorities
hereunder;
(f) such Shareholder with a holding of Ordinary Shares in
certificated form will deliver to the Receiving Agent their share
certificate and/or other document of title in respect of the
Ordinary Shares referred to in sub-paragraph (a) above, or an
indemnity acceptable to WH Ireland in lieu thereof, or will procure
the delivery of such document(s) to such person(s) as soon as
possible thereafter and, in any event, by no later than 11.00 a.m.
on 20 October 2016;
(g) the provisions of the Tender Form form part of the terms and
conditions of the Tender Offer;
(h) such Shareholder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents
deemed by WH Ireland to be desirable, in each case to complete the
purchase of the Ordinary Shares and/or to perfect any of the
authorities expressed to be given hereunder;
(i) such Shareholder has observed the laws of all relevant
jurisdictions, obtained any requisite consents and complied with
all applicable formalities, so that the invitation under the Tender
Offer may be made to him under the laws of the relevant
jurisdiction, and has not taken or omitted to take any action which
would otherwise result in WH Ireland (or any affiliate) or the
Company acting in breach of any applicable legal or regulatory
requirement in respect of the purchase of the Ordinary Shares
tendered by him under the Tender Offer and the associated
Repurchase;
(j) such Shareholder has not received or sent copies or
originals of the Circular or the Tender Form or any related
documents in, into or from the United States, Canada, Australia,
New Zealand, South Africa or Japan and has not otherwise utilised
in connection with the Tender Offer, directly or indirectly, the
mails or any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) or
interstate or foreign commerce, or of any facility of a national
securities exchange, of the United States, Canada, Australia, New
Zealand, South Africa or Japan, the Circular or the Tender Form
have not been mailed or otherwise sent in, into or from the United
States, Canada, Australia, New Zealand, South Africa or Japan and
such Shareholder is accepting the Tender Offer from outside the
United States, Canada, Australia, New Zealand, South Africa or
Japan;
(k) on execution a Tender Form takes effect as a deed; and
(l) the execution of a Tender Form constitutes such
Shareholder's submission to the jurisdiction of the courts of
England and Wales in relation to all matters arising out of or in
connection with the Tender Offer or the Tender Form. A reference in
this paragraph to a Shareholder includes a reference to the person
or persons executing a Tender Form and in the event of more than
one person executing a Tender Form, the provisions of this
paragraph will apply to them jointly and severally.
Electronic Tenders
The input of the TTE instruction which is treated by WH Ireland
and the Company as valid shall constitute the agreement and
irrevocable representation by the relevant Qualifying Shareholder
that:
(a) the input of the TTE instruction shall constitute an offer
to sell to WH Ireland (and/or its affiliate) such number of
Ordinary Shares as are specified in the TTE instruction or deemed
to be tendered, in each case, on and subject to the terms and
conditions set out or referred to in the Circular and the TTE
instruction and that, once lodged, such tender shall be
irrevocable;
(b) such Shareholder has full power and authority to tender,
sell, assign or transfer the Ordinary Shares in respect of which
the Tender Offer is accepted (together with all rights attaching
thereto) and, when the same are purchased by WH Ireland (and/or its
affiliate), WH Ireland (and/or its affiliate) will acquire such
Ordinary Shares with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption
or other third party rights of any nature and together with all
rights attaching thereto, on or after 20 October 2016;
(c) the input of the TTE instruction which has effect as a
tender under the Tender Offer, subject to the Tender Offer becoming
unconditional, irrevocably constitutes WH Ireland as such
Shareholder's agent, and an instruction to it as such, to complete
and execute all or any instruments of transfer and/or other
documents or input any instructions into Euroclear at the agent's
discretion in relation to the Ordinary Shares referred to in
paragraph D.2(a) above in favour of WH Ireland or such other person
or persons as WH Ireland may direct and to deliver any documents or
input any instructions into Euroclear relating to such Ordinary
Shares, for registration within six months of the Tender Offer
becoming unconditional and to do all such other acts and things as
may in the opinion of such agent be necessary or expedient for the
purpose of, or in connection with, the Tender Offer and to vest in
WH Ireland or its nominee or such other person as WH Ireland may
direct such Ordinary Shares;
(d) such Shareholder shall not take any action which would
prevent the Company or the Receiving Agent from cancelling the
Ordinary Shares tendered under the Tender Offer, should WH Ireland
require the Company to purchase at the Tender Offer Price the
Ordinary Shares purchased pursuant to the Tender Offer in
accordance with the Repurchase Agreement;
(e) such Shareholder agrees to ratify and confirm each and every
act or thing which may be done or effected by WH Ireland or any of
its directors agents or officers or any person nominated by WH
Ireland or the Receiving Agents or any of its directors in the
proper exercise of their or his powers and/or authorities
hereunder;
(f) if, for any reason, any Ordinary Shares in respect of which
a TTE instruction has been made are, prior to 11.00 a.m. on 20
October 2016, converted into certificated form, the Electronic
Tender in respect of such Ordinary Shares shall cease to be valid
and the Shareholder will need to comply with the procedures for
tendering Ordinary Shares in certificated form as set out in this
Part II in respect of the Ordinary Shares so converted, if he
wishes to make a valid tender of such Ordinary Shares pursuant to
the Tender Offer;
(g) such Shareholder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents
deemed by WH Ireland to be desirable, in each case to complete the
purchase of the Ordinary Shares and/or to perfect any of the
authorities expressed to be given hereunder;
(h) such Shareholder has observed the laws of all relevant
jurisdictions, obtained any requisite consents and complied with
all applicable formalities, so that the invitation under the Tender
Offer may be made to him under the laws of the relevant
jurisdiction, and has not taken or omitted to take any action which
would otherwise result in WH Ireland or the Company acting in
breach of any applicable legal or regulatory requirement in respect
of the purchase of the Ordinary Shares tendered by him under the
Tender Offer;
(i) such Shareholder has not received or sent copies or
originals of this document, the Tender Form or any related
documents in, into or from the United States, Canada, Australia,
New Zealand, South Africa or Japan and has not otherwise utilised
in connection with the Tender Offer, directly or indirectly, the
mails or any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) or
interstate or foreign commerce, or of any facility of a national
securities exchange, of the United States, Canada, Australia, New
Zealand, South Africa or Japan, this document or the Tender Form
has not been mailed or otherwise sent in, into or from the United
States, Canada, Australia, New Zealand, South Africa or Japan and
such Shareholder is accepting the Tender Offer from outside the
United States, Canada, Australia, New Zealand, South Africa or
Japan;
(j) the creation of an assured payment obligation in favour of
such Shareholder's payment bank in accordance with the CREST
assured payment arrangements as referred to in the paragraph below
under the heading "Settlement" will, to the extent of the
obligations so created, discharge fully any obligation of WH
Ireland to pay to such Shareholder the consideration to which he is
entitled under the Tender Offer; and
(k) the input of the TTE instruction constitutes such
Shareholder's submission to the exclusive jurisdiction of the
courts of England and Wales in relation to all matters arising out
of or in connection with the Tender Offer.
Settlement
Subject to the Tender Offer becoming unconditional, settlement
of the consideration to which any Shareholder is entitled pursuant
to tenders accepted by WH Ireland as complete in all respects will
be made by the dispatch of cheques or CREST messages as
follows:
Shares in uncertificated form (that is, in CREST)
Where a purchase relates to Ordinary Shares held by Shareholders
in uncertificated form, the cash consideration will be paid through
CREST, by the Receiving Agent (on behalf of WH Ireland) procuring
the creation of an assured payment obligation in favour of the
payment banks of accepting Shareholders in accordance with the
CREST assured payment arrangement. WH Ireland reserves the right to
settle all or any of the consideration referred to in this
paragraph in the manner referred to in paragraph E.2 below, if for
any reason it wishes to do so.
Shares in certificated form
Where an accepted tender relates to Ordinary Shares held in
certificated form, cheques for the consideration due will be
dispatched by the Receiving Agent by first class post to the person
or agent whose name and address (outside the United States, Canada,
Australia, New Zealand, Japan South Africa or any other Restricted
Jurisdiction) is set out in Box 1 of the Tender Form or, if none is
set out, to the registered address of the tendering Shareholder or,
in the case of joint holders, the registered address of the first
named Shareholder. All cash payments will be made in pounds
sterling by cheque, drawn on a branch of a UK clearing bank.
DEFINITIONS
The following shall apply throughout the announcement unless the
context otherwise requires:
"Act" the Isle of Man Companies
Act 2006
"AIM" AIM, the market of that
name operated by the London
Stock Exchange
"AIM Rules" the "AIM Rules for Companies"
published by the London
Stock Exchange from time
to time
"Articles" the articles of association
of the Company, as amended
from time to time
"Board" the board of directors
of the Company, as set
out on page 10 of the
circular
"Business Day" a day, not being a public
holiday, Saturday or Sunday
on which clearing banks
in London are open for
business
"Buyback Shares" up to 16,156,667 Ordinary
Shares proposed to be
acquired by the Company
pursuant to the Proposed
Buybacks
"Certificated Shareholder" a holder of Ordinary Shares
in certificated form
"certificated" or "in not in uncertificated
certificated form" form
"Company" or "Avarae " Avarae Global Coins plc
"Company's Results" the Company's audited
results for the year ended
31 March 2016 announced
today
"Completion Date" on or around 20 October
2016
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
"CREST Manual" the CREST Manual published
by Euroclear
"CREST Member" a person who has been
admitted by Euroclear
as a system member (as
defined in the CREST Regulations)
"CREST Participant" a person who is, in relation
to CREST, a system participant
(as defined in the CREST
Regulations)
"CREST the Uncertificated Securities
Regulations" Regulations 2006 (Isle
of Man)
"CREST Sponsor" a CREST Participant admitted
to CREST as a CREST sponsor
"CREST Sponsored Member" a CREST Member admitted
to CREST as a CREST sponsored
member
"De-Listing" the cancellation of admission
of the Ordinary Shares
to trading on AIM in accordance
with the AIM Rules
"Directors" the directors of the Company
(each being a "Director")
"Disclosure and Transparency the disclosure rules and
Rules" transparency rules made
by the UK Financial Conduct
Authority pursuant to
section 73A of FSMA
"EGM" the general meeting of
the Company convened for
noon on 13 October 2016,
notice of which is set
out at the end of the
circular (including any
adjournment of such meeting)
"Euroclear" Euroclear UK & Ireland
Limited
"Form of Proxy" or "Proxy the form of proxy enclosed
Form" with the circular for
use by Shareholders in
connection with the EGM
"FSMA" the Financial Services
and Markets Act 2000,
as amended from time to
time
"London Stock Exchange" London Stock Exchange
plc
"Montoya" Montoya Investments Limited,
a shareholder of the Company
"Notice of EGM" the notice convening the
EGM set out at the end
of the circular
"Ordinary Shares" ordinary shares of one
(1) pence each in the
capital of the Company
"Overseas Shareholders" Shareholders who are resident
in, or citizens of, a
jurisdiction or territory
outside of the United
Kingdom (each being an
"Overseas Shareholder")
"Participant ID" the identification code
or membership number used
in CREST to identify a
particular CREST Member
or other CREST Participant
"Proposals" the Tender Offer, the
De-Listing, the purchase
of Ordinary Shares pursuant
to the Tender Offer and
the Repurchase, and the
Proposed Buybacks, all
as described in the circular
"Proposed the proposed buy back
Buybacks" by the Company of the
Buyback Shares following
completion of the Tender
Offer and De-Listing,
as further explained in
paragraph 6 of Part I
of the circular
"Qualifying Shareholders who are entitled
Shareholders" to participate in the
Tender Offer, being Shareholders
on the Register at the
Record Date save for:
(i) Shareholders located
in a Restricted Jurisdiction;
and
(ii) Shareholders who
have irrevocably undertaken
to Avarae to refrain from
tendering their Ordinary
Shares pursuant to the
Tender Offer (or, in respect
of Shareholders who have
provided such an undertaking
in respect of part only
of their holdings of Ordinary
Shares, such Shareholders
but only in respect of
the Ordinary Shares which
are not subject to any
such undertaking)
"Receiving Agent" or "Transfer Neville Registrars Limited
Agent" or of Neville House, 18 Laurel
"Escrow Agent" Lane, Halesowen, West
Midlands, B63 3DA
"Record Date" 5.00p.m. on 20 October
2016
"Register" the register of members
of the Company
"Regulatory Information has the meaning given
Service" to it in the AIM Rules
"Repurchase" the purchase by the Company
of Ordinary Shares from
WH Ireland pursuant to
the Repurchase Agreement
"Repurchase Agreement" the agreement dated on
or around the date hereof
between the Company and
WH Ireland whereby the
Company has granted to
WH Ireland a put option
entitling WH Ireland to
require the Company to
purchase, at an amount
per Ordinary Share equal
to the Tender Offer Price,
the Tender Offer Shares
purchased by WH Ireland
pursuant to the Tender
Offer as described in
the circular
"Resolution" the resolution to be proposed
at the EGM as set out
in the Notice of EGM
"Restricted each of the United States,
Jurisdiction" Canada, Australia, New
Zealand, South Africa
or Japan and any other
jurisdiction where the
extension or acceptance
of the Tender Offer or
where sending or making
available information
concerning the Tender
Offer to Shareholders
in such jurisdiction would
violate the laws or regulations
of that jurisdiction or
may result in a risk of
civil, regulatory or criminal
penalties if information
concerning the Tender
Offer is sent or made
available to a Shareholder
of that jurisdiction
"Shareholders" the holders of Ordinary
Shares and "Shareholder"
shall mean any one of
them
"Takeover Code" the City Code on Takeovers
and Mergers
"Tender" and "Tendered" refers to the tenders
by Shareholders of Ordinary
Shares pursuant to the
Tender Offer
"Tender the conditions to completion
Conditions" of the Tender Offer set
out in Part II of the
circular
"Tender Form" the form enclosed with
this document for use
by Qualifying Shareholders
who hold Ordinary Shares
in certificated form for
use in connection with
the Tender Offer
"Tender Offer" the invitation by WH Ireland
to Qualifying Shareholders
to tender Ordinary Shares
for sale to WH Ireland
on the terms and subject
to the conditions set
out in the circular and
also, in the case of Ordinary
Shares held in certificated
form, the Tender Form
"Tender Offer Shares" up to 16,156,667 Ordinary
Shares to be acquired
by the Company following
completion of the Tender
Offer pursuant to the
Repurchase Agreement
"Tender Offer the closing date of the
Closing Tender Offer, being 20
Date" October 2016 or such other
date as may be notified
through a Regulatory Information
Service in accordance
with the terms of the
Tender Offer
"Tender Offer Price" 11.5 pence per Ordinary
Share
"TFE Instruction" a Transfer from Escrow
Instruction (as defined
in the CREST Manual) made
in respect of Ordinary
Shares
"TTE Instruction" a Transfer to Escrow Instruction
(as defined in the CREST
Manual) made in respect
of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of
Great Britain and Northern
Ireland
"uncertificated" or "in recorded on a register
uncertificated form" of securities maintained
by Euroclear in accordance
with the CREST Regulations
as being in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST
"US" or "United States" the United States of America
"WH Ireland" WH Ireland Limited, the
Company's nominated adviser
and broker
All references in this announcement to specified times are to
London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEANNPFDEKEFF
(END) Dow Jones Newswires
September 19, 2016 02:00 ET (06:00 GMT)
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