Posting of Offer Documentation
September 24 2010 - 2:00AM
UK Regulatory
TIDMCPH
RNS Number : 2377T
Nando's Group Holdings Ltd
24 September 2010
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
24 September 2010
RECOMMENDED CASH OFFER
For
The Clapham House Group plc ("Clapham House")
By
Nando's Group Holdings Limited ("NGHL")
Posting of Offer Documentation
Further to the announcement made on 17 September 2010 relating to the
recommended cash offer by NGHL for the entire issued and to be issued ordinary
share capital of Clapham House not already owned by it or its associates (the
"Offer"), NGHL hereby announces that the offer document, containing the full
terms and conditions of the Offer, (the "Offer Document") and the Form of
Acceptance are being posted today to Clapham House Shareholders.
Clapham House Shareholders are encouraged to accept the Offer immediately and,
in any event, by no later than 1.00 p.m. (London time) on 15 October 2010.
The procedure for acceptance of the Offer is set out on page 4 and in paragraph
13 of Part II of the Offer Document. To accept the Offer in respect of Clapham
House Shares held in certified form, the Form of Acceptance should be completed,
signed, witnessed and returned as soon as possible by post (or by hand during
normal business hours only) and, in any event, so as to be received by Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU not later than 1.00 p.m. (London time) on 15 October 2010. Acceptances
in respect of Clapham House Shares held in uncertified form should be made
electronically through CREST so that the TTE Instruction settles not later than
1.00 p.m. (London time) on 15 October 2010. CREST sponsored members should note
that only CREST sponsors will be able to send the necessary TTE Instruction to
Euroclear.
If you require assistance relating to the Offer please telephone Capita
Registrars on 0871 664 0321 (if calling from within the UK), or on +44 20 8639
3399 (if calling from outside the UK).
Please note that Capita Registrars cannot provide any advice on the merits of
the Offer nor give any financial, legal or tax advice.
Copies of any information incorporated into the Offer Document by reference to
another source may be requested from Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Capita
Registrars on 0871 664 0321 (if calling from within the UK), or on +44 20 8639
3399 (if calling from outside the UK).
The Offer Document and the Form of Acceptance will be available for inspection
during usual business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of Linklaters LLP, One Silk Street, London
EC2Y 8HQ until the end of the Offer Period. A copy of the Offer Document and a
specimen Form of Acceptance is also available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
NGHL's website at http://www.nghl.co.uk during the course of the Offer.
If NGHL receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of Clapham House Shares to which the Offer
relates, NGHL intends to exercise its rights pursuant to the provisions of Part
28 of the Act, as applicable, to compulsorily acquire the remaining Clapham
House Shares in respect of which the Offer has not been accepted on the same
terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, NGHL intends to procure
that Clapham House makes an application to the London Stock Exchange to cancel
the admission of the Clapham House Shares from trading on AIM. Cancellation of
admission of the Clapham House Shares from trading on AIM is likely to reduce
significantly the liquidity and marketability of any Clapham House Shares with
respect to which the Offer has not been accepted.
It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, cancellation of admission to trading on AIM will take effect no
earlier than 20 Business Days after either (i) the date on which NGHL has, by
virtue of it, or its associate's, shareholdings and acceptances of the Offer,
acquired or agreed to acquire issued share capital carrying 75 per cent. of the
voting rights of Clapham House or (ii) the first date of issue of compulsory
acquisition notices under Part 28 of the Act, as applicable. NGHL will notify
Clapham House Shareholders when the required 75 per cent. acceptance threshold
has been attained and will confirm that the notice period has commenced and the
anticipated date of cancellation.
Following such cancellation, NGHL intends to procure that Clapham House
re-registers from a public limited company to a private limited company under
the relevant provisions of the Act.
Any defined terms used in this announcement shall have the meaning ascribed to
them in the Offer Document, unless otherwise specified.
For further information:
+---------------------------------------------+------------------+
| Enquiries: | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| The Maitland Consultancy (PR Adviser to | |
| NGHL) | |
+---------------------------------------------+------------------+
| Anthony Silverman | + 44 (0)20 7379 |
| | 5151 |
+---------------------------------------------+------------------+
| Tom Eckersley | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Lazard (Financial Adviser to NGHL) | |
+---------------------------------------------+------------------+
| Giles Roshier | + 44 (0)20 7187 |
| | 2722 |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Clapham House | |
+---------------------------------------------+------------------+
| David Page | + 44 (0)84 5450 |
| | 6089 |
+---------------------------------------------+------------------+
| Paul Campbell | |
+---------------------------------------------+------------------+
| Nicholas Wong | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Altium (Financial Adviser and NOMAD to | |
| Clapham House) | |
+---------------------------------------------+------------------+
| Ben Thorne | + 44 (0)20 7484 |
| | 4040 |
+---------------------------------------------+------------------+
| Sam Fuller | |
+---------------------------------------------+------------------+
| Katherine Hobbs | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Financial Dynamics (PR Adviser to Clapham | |
| House) | |
+---------------------------------------------+------------------+
| Jonathon Brill | + 44 (0)20 7831 |
| | 3113 |
+---------------------------------------------+------------------+
| Caroline Stewart | |
+---------------------------------------------+------------------+
Lazard is authorised by the Financial Services Authority. Lazard is acting
exclusively for NGHL and no one else in connection with the Offer and will not
be responsible to anyone other than NGHL for providing the protections afforded
to clients of Lazard or for providing advice in connection with the Offer or any
matter referred to herein.
Altium is acting exclusively for Clapham House and no one else in connection
with the Offer and will not be responsible to anyone other than Clapham House
for providing the protections afforded to clients of Altium or for providing
advice in connection with the Offer or any matter referred to herein.
You may request a hard copy of this announcement by contacting Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU or by calling Capita Registrars on 0871 664 0321 (if calling from within
the UK) or on +44 20 8639 3399 (if calling from outside the UK). Calls to the
0871 664 0321 number cost 10 pence per minute from a BT landline. Other network
providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London time)
Monday to Friday (except UK public holidays). Calls to the helpline from outside
the UK will be charged at the applicable international rate. Different charges
may apply to calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot provide advice
on the merits of the Offer nor give any financial, legal or tax advice. You may
also request that all future documents, announcements and information to be sent
to you in relation to the Offer should be in hard copy form.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. The Offer
will be made solely by means of an Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law, the Code and the AIM Rules and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the UK.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the UK
or who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by NGHL or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction, and persons receiving this announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions as
doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Clapham House Shareholders who are not resident
in the UK may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements.
Forward looking statements
This announcement contains statements about NGHL and Clapham House that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of NGHL or Clapham House's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on NGHL or
Clapham House's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. NGHL
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available, free of charge, at
http://www.nghl.co.uk by no later than 12 noon (London time) on 24 September
2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPSEFESDFSSEDU
Clapham House (LSE:CPH)
Historical Stock Chart
From May 2024 to Jun 2024
Clapham House (LSE:CPH)
Historical Stock Chart
From Jun 2023 to Jun 2024
