Offer Update
September 08 2010 - 11:00AM
UK Regulatory
TIDMCPL
RNS Number : 3786S
Bronsstadet AB
08 September 2010
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or the Republic of South Africa
or any other jurisdiction where it would be unlawful to do so.
8 September 2010
Mandatory Unconditional Cash Offer
by
Bronsstadet AB ("BAB")
for
Chapelthorpe plc ("Chapelthorpe")
Announcement of Acceptance Levels and Requisition of General Meeting to Cancel
Admission to AIM
On 18 August 2010, BAB made a mandatory unconditional cash offer for the entire
issued share capital of Chapelthorpe not already owned by BAB and the BAB Group.
In accordance with the terms of the Code, the offer was unconditional and was
not, therefore, subject to a minimum level of acceptances being received by BAB.
The Offer has now closed and is therefore no longer open for acceptances.
Acceptance levels
The board of directors of BAB announces that as at 1.00 p.m. on 8 September
2010, valid acceptances had been received in respect of a total of 5,623,546
Chapelthorpe Shares, representing approximately 27.56 per cent. of the existing
issued Chapelthorpe Shares and 60.75 per cent. of the Chapelthorpe Shares to
which the Offer relates.
Prior to the announcement of the Offer, BAB already owned 9,132,996 Chapelthorpe
Shares, representing approximately 44.76 per cent. of the existing issued
Chapelthorpe Shares, and persons acting in concert with it (namely The Union
Discount Company of London Ltd) held a further 2,014,920 Chapelthorpe Shares
representing approximately 9.88 per cent. of the existing issued Chapelthorpe
Shares. The combined holdings of BAB and persons acting in concert with it
accordingly amounted, in aggregate, to 11,147,916 Chapelthorpe Shares or
approximately 54.64 per cent. of Chapelthorpe's current issued ordinary share
capital.
The total number of Chapelthorpe Shares now held by BAB and persons acting in
concert with it, together with those in respect of which valid acceptances of
the Offer have been received, is therefore 16,771,462 Chapelthorpe Shares,
representing approximately 82.19 per cent. of Chapelthorpe's entire issued share
capital.
Save as disclosed herein, no Chapelthorpe Shares have been acquired or agreed to
be acquired by or on behalf of BAB or any person acting in concert with BAB
during the Offer Period and neither BAB nor any person acting in concert with
BAB has the benefit of any irrevocable commitment or letter of intent in respect
of any Chapelthorpe Shares or has any interest in any Chapelthorpe Shares, or
any short position (whether conditional or absolute and whether in the money or
otherwise and including any short position under a derivative), any agreement to
sell, any delivery obligation, any right to require another person to purchase
or take delivery in respect of any Chapelthorpe Shares, any right to subscribe
for any Chapelthorpe Shares or any stock borrowing or lending arrangement in
respect of any Chapelthorpe Shares.
Settlement of consideration due in respect of the Offer will be effected on or
before 22 September 2010.
Requisition of General Meeting to Cancel Admission to AIM
BAB has requisitioned a general meeting of Chapelthorpe proposing a resolution
that the admission of the Chapelthorpe Shares to AIM be cancelled by notice to
the London Stock Exchange in accordance with Rule 41 of the AIM Rules for
Companies. At least 20 Business Days' notice of the cancellation will be given.
Once the Chapelthorpe Shares are no longer admitted to AIM, BAB will also seek
to procure the re-registration of Chapelthorpe as a private limited company
under the relevant provisions of the Companies Act 2006.
Terms defined in the announcement of the Offer bear the same meanings where used
in this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the
Offer Document and the Form of Acceptance will be available free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on the following website:
www.westhousesecurities.com.
Enquiries:
+------------------------------+------------------------------+
| Westhouse Securities Limited (financial adviser to |
| Bronsstadet AB) |
+-------------------------------------------------------------+
| Tim Metcalfe / Petre Norton | +44 (0) 20 601 6100 |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise.
Westhouse Securities Limited ("Westhouse"), which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting as financial
adviser exclusively to Bronsstadet AB ("BAB") and to no one else in connection
with the Offer and accordingly will not be responsible to anyone other than BAB
for providing the protections afforded to clients of Westhouse nor for giving
advice in relation to the Offer.
Brewin Dolphin Limited ("Brewin Dolphin"), which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting exclusively
for Chapelthorpe plc ("Chapelthorpe") and for no-one else in connection with the
Offer and is not advising any other person and accordingly will not be
responsible to anyone other than Chapelthorpe for providing the protections
afforded to clients of Brewin Dolphin nor for giving advice in relation to the
Offer.
This announcement has been prepared for the purpose of complying with English
law and the Code 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 England, including those of the United
States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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