Offer unconditional as to acceptances
September 23 2009 - 2:00AM
UK Regulatory
TIDMBMC
RNS Number : 4979Z
Grandtop International Holdings Ltd
23 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For Immediate Release23 September 2009
Grandtop International Holdings Limited ("Grandtop")
All cash offer for Birmingham City PLC ("Birmingham City")
Offer unconditional as to acceptances
On 21 August 2009, Grandtop announced an all cash offer for the whole of the
issued and to be issued share capital of Birmingham City, other than those
shares already held by Grandtop ("Offer").
Level of Acceptances
As at 1.00 p.m. on 22 September 2009 Grandtop had received valid acceptances in
respect of 42,211,337 Birmingham City Shares representing approximately 51.8 per
cent. of the current issued share capital of Birmingham City and approximately
73.9 per cent. of the Birmingham City Shares to which the offer relates.
Grandtop is, and was before the start of the Offer Period, already the
registered and beneficial owner of 24,375,975 Birmingham City Shares,
representing approximately 29.9 per cent. of Birmingham City's issued share
capital. Accordingly, as at 1.00 p.m. on 22 September 2009 Grandtop owned or had
received valid acceptances of the Offer in respect of a total of 66,587,312
Birmingham City Shares representing in aggregate approximately 81.7 per cent. of
the current issued share capital of Birmingham City.
The Offer is now therefore unconditional as to acceptances, however, it remains
subject to the other Offer conditions set out in the Offer Document dated 15
September 2009, including the passing at the Grandtop Meeting(s) (or at any
adjournment of such meeting(s)) of such resolutions as may be necessary as
required under the HK Listing Rules or other applicable regulations or
applicable laws, in order to approve, implement, and effect the Offer and the
acquisition of the Birmingham City Shares pursuant to the Offer.
Irrevocable commitments to accept the Offer
Grandtop has received irrevocable undertakings to accept the Offer in respect of
the following Birmingham City Shares;
+-----------------------------------+---------------+-------------------------+
| Name | Number of | Approximate percentage |
| | Birmingham | of Birmingham City's |
| | City Shares | issued share capital |
+-----------------------------------+---------------+-------------------------+
| David Sullivan as trustee of the | 10,924,137 | 13.40% |
| Roldvale and Associated Pension | | |
| Scheme | | |
+-----------------------------------+---------------+-------------------------+
| Conegate Limited | 9,000,690 | 11.04% |
+-----------------------------------+---------------+-------------------------+
| David Gold | 10,619,786 | 13.03% |
+-----------------------------------+---------------+-------------------------+
| Ralph Gold | 10,212,413 | 12.53% |
+-----------------------------------+---------------+-------------------------+
There are no valid acceptances outstanding in respect of Birmingham City
Shares which are subject to irrevocable undertakings to accept the Offer.
Acceptance Procedure
To accept the Offer for Birmingham City Shares held in certificated form,
Birmingham City Shareholders should complete, sign and return the Form of
Acceptance, which accompanies the Offer Document, in accordance with the
instructions contained therein and set out in the Offer Document as soon as
possible and, in any event, so as to be received by Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later
than 1.00 p.m. on 6 October 2009, the First Closing Date.
To accept the Offer for Birmingham City Shares held in uncertificated form (that
is, in CREST), Birmingham City Shareholders should follow the procedure for
electronic acceptance through CREST in accordance with the instructions set out
in the Offer Document so that the TTE instruction settles as soon as possible
and, in any event, by no later than 1.00 p.m. on 6 October 2009, the First
Closing Date.
General
Save as described above none of Grandtop, any of the Grandtop Directors, their
immediate families or related trusts or, so far as Grandtop is aware, any party
acting in concert with Grandtop, has acquired or agreed to acquire, or has any
interest in or right to subscribe in respect of any Birmingham City Shares or
any other relevant securities, or has any short positions in respect of any
Birmingham City Shares, or any other relevant securities, or has borrowed or
lent any Birmingham City Shares, or any other relevant securities.
A copy of this announcement will shortly be available on Grandtop's investor
relations website www.irasia.com/listco/hk/grandtop/index.htm.
Terms defined in the Offer Document dated 15 September 2009 have the same
meanings when used in this announcement.
Enquiries:
Bankside Consultants (Public Relations Adviser to Grandtop)
Simon Bloomfield
Tel: +44 (0) 20 7367 8888
Andrew Harris
Tel: +44 (0) 20 7367 8888
BDO Stoy Hayward Corporate Finance (Financial Adviser to Grandtop)
Alex White Tel: +44 (0) 20 7486 5888
John Stephan
Tel: +44 (0) 121 352 6200
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated in the UK by the
Financial Services Authority, is acting for Grandtop and no one else in
connection with the Offer and will not be responsible to anyone other than
Grandtop for providing the protections afforded to clients of BDO Stoy Hayward
Corporate Finance or for providing any financial advice in relation to the Offer
or any matter referred to in this announcement.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Offer is made solely by means of the Offer Document and, in
the case of Birmingham City Shares held in certificated form, the Form of
Acceptance accompanying the Offer Document.
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the Restricted Jurisdictions and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities from or within the Restricted Jurisdictions .
Copies of this document and any related documents are not being, and must not
be, in whole or in part, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving this document and any related documents (including, without
limitation, custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them, in whole or in part, in or into or from a
Restricted Jurisdiction or other such jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The
availability of the Offer to persons who are not resident in the United Kingdom
may be affected by the laws of relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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