TIDMFEP TIDMTTM
RNS Number : 3586N
Forum Energy Plc
15 May 2015
15 May 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART IN, DIRECTLY OR INDIRECTLY, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, REPUBLIC OF IRELAND
OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FORUM ENERGY PLC
Cancellation of admission to trading of Ordinary Shares on
AIM
Offer by Philex Petroleum Corporation to acquire the minority
interests in the Company not held by the Philex Concert Parties
Re-registration of the Company as a private company and
amendments to the Company's articles of association
The Board of Forum Energy plc ("Forum" or the "Company") today
announces:
-- the proposed cancellation to trading of the admission of its
ordinary shares of 10 pence each (the "Ordinary Shares") on AIM
("Cancellation");
-- the proposed re-registration of the Company as a private limited company (the "Re-registration"); and
-- the proposed replacement of the Company's existing articles
of association (together with the Re-registration and the
Cancellation, the "Proposals").
In connection with the Cancellation, the Boards of Forum and
Philex Petroleum Corporation ("Philex") announce an offer by Philex
to acquire the minority interests in the Company's Ordinary Shares
not held by the Philex Concert Parties or Shareholders in
Restricted Jurisdictions for a cash consideration of 20 pence per
Ordinary Share (the "Offer").
The Company is today posting a circular to its Shareholders (the
"Circular") which incorporates notice of an annual general meeting
to be held on 17 June 2015 at which special resolutions to approve
the Proposals (the "Resolutions") are to be considered and also
includes the Offer and the terms thereof.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular.
Cancellation
On 2 March 2015, the Company announced that its principal asset,
a 70 per cent interest in SC72, an oil and gas contract to develop
a gas discovery, was put into force majeure by the Philippine
Department of Energy because the relevant contract area falls
within the territorial disputed area of the West Philippine Sea
which is the subject of an United Nations arbitration process
between the Republic of Philippines and the People's Republic of
China.
In 2006, results from a 3D seismic survey over this contract
area had indicated a mean volume of 3.4 trillion cubic feet of
gas-in-place with significant upside potential. In 2011, the
Company acquired 2,202 line-kilometres of 2D seismic data and 565
square kilometres of 3D seismic data over SC72, which the Company's
independent petroleum consultants interpreted and which indicated
1.8 trillion cubic feet of Contingent Resources and 6.2 trillion
cubic feet of Prospective Resources, as announced by the Company on
24 April 2012. This satisfied the obligations under the first
sub-phase of the contract. However, since then the Company has not
been able to complete its second sub-phase work obligations as it
has been unable to secure the necessary approvals from the DOE,
which instead granted extensions to the Company's obligations under
SC72 in both 2013 and 2014. As a result of the force majeure, all
exploration work at SC72 has been suspended and the second
sub-phase of SC72 has been put on hold until further notice.
There can be no guarantee as to if and when the force majeure on
SC72 will be lifted. If it is lifted, there can be no guarantee
that the DOE will grant the necessary approvals to proceed with the
work required to satisfy the Company's obligations under the second
sub-phase of SC72.
There are significant costs associated with maintaining a
quotation on AIM which the Company has paid for just under ten
years whilst waiting to be able to develop SC72. These costs
(estimated at more than GBP300,000 per annum) include fees payable
to the London Stock Exchange, nominated adviser fees, shareholder
communication time and costs, as well as other professional fees.
The Cancellation would reduce these recurring administrative
costs.
In view of the ongoing uncertainty as to if and when the force
majeure on SC72 will be lifted, the Board has concluded that the
costs of maintaining the admission of the Ordinary Shares to
trading on AIM are likely to outweigh the potential benefits.
Accordingly, the Board has concluded that it is therefore no longer
in the Company's or Shareholders' best interests for the Ordinary
Shares to remain publicly traded.
The Company has notified the London Stock Exchange of the
proposed Cancellation. Subject to the passing of the Resolutions at
the Annual General Meeting, it is intended that the Cancellation
will occur no earlier than five clear Business Days after the
Annual General Meeting and it is expected that trading in the
Ordinary Shares on AIM will cease at the close of business on 24
June 2015, with Cancellation taking effect at 7:00 a.m. on 25 June
2015.
The Philex Concert Parties and Tidemark, holding in aggregate an
interest in 90.96 per cent of the Company's existing issued share
capital, have entered into irrevocable undertakings to vote in
favour of the Resolutions. Further details in respect of the
irrevocable undertakings are set out below.
Effect of Cancellation and Change of Board
The principal effect of the proposed Cancellation is that there
would no longer be a formal market mechanism enabling Shareholders
to trade their Ordinary Shares on AIM or any other recognised
market or trading exchange.
In connection with the Cancellation, it is intended that the
composition of the Board be altered such that only Eric Recto,
Robert Nicholson and Paul Wallace will remain on the Board. As a
result, following the Cancellation, and with the Company's central
management and control being outside the UK, Channel Islands and
the Isle of Man, the Company will no longer be bound by or subject
to the Takeover Code.
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules. As a consequence, certain
previously prescribed corporate governance procedures may not be
adhered to in the future and the Company will no longer be required
to announce material events or transactions. However, Shareholders'
attention is drawn to the fact that the Company is a subsidiary of
Philex which is itself listed on the Philippine Stock Exchange and
has its own disclosure and governance requirements.
The Company will continue to be bound by the Companies Act 2006
(which requires shareholder approval for certain matters) following
the Cancellation.
Other Proposals
In order to introduce a corporate framework more suitable for an
unlisted company, the Directors are also proposing that, on the
Cancellation becoming effective, the Company will re-register as a
private limited company. To do so, it will be required to adopt
articles of association appropriate for a private limited
company.
The Resolutions to be proposed at the Annual General Meeting
include the adoption of the New Articles with effect from
completion of the Re-registration.
The Offer
Under the Offer, Philex is offering to acquire the Ordinary
Shares not held by the Philex Concert Parties or Shareholders in
Restricted Jurisdictions on the following terms:
20 pence in cash for each Ordinary Share.
The Offer is open to Qualifying Shareholders, being all
Shareholders from time to time save for Shareholders located in a
Restricted Jurisdiction and the Philex Concert Parties. The Philex
Concert Parties have an interest in 63.82 per cent of the Company's
existing issued share capital, and Philex is offering to acquire
36.17 per cent of the Company's Ordinary Shares from Qualifying
Shareholders.
However, Tidemark Holdings Limited ("Tidemark") has irrevocably
undertaken to Philex not to accept the Offer in respect of its
interest in 9,646,757 Ordinary Shares, representing approximately
27.14 per cent of the total issued share capital of the
Company.
Qualifying Shareholders may accept the Offer in respect of some,
all or none of their holdings of Ordinary Shares.
Unless extended by means of an announcement through a Regulatory
Information Service, the Offer will close at 1 p.m. on 22 June
2015.
Qualifying Shareholders who do not accept the Offer will, on
completion of the Cancellation, hold Ordinary Shares in a private
limited company, and there will be no market facility for dealing
in the Ordinary Shares, no price will be publicly quoted for the
Ordinary Shares and the Company's CREST facility will be terminated
with Ordinary Shares no longer being transferable through
CREST.
The terms of the Offer are set out in further detail in Appendix
1 to this announcement and, in respect of the Ordinary Shares held
in certificated form, in the Forms of Acceptance.
The Offer is being financed from Philex's own cash
resources.
Execution Noble has sought and obtained confirmations in
relation to Philex's funding arrangements, and is satisfied that
sufficient resources are available to Philex to enable it to
satisfy the consideration payable as a result of full acceptance of
the Offer by those Shareholders who have not given a binding
irrevocable undertaking not to accept the Offer.
As a result of the Company's principal asset, SC72, being placed
into force majeure, the Independent Directors, who have been so
advised by Execution Noble (which has taken into account the
commercial assessments of the Independent Directors), are unable to
conclude whether or not the terms of the Offer are fair and
reasonable.
The Independent Directors believe that the following points
should be taken into account by Shareholders when considering
whether to retain their Ordinary Shares or accept the Offer:
Reasons for retaining the Ordinary Shares
The Company holds a 70 per cent interest in SC72, an offshore
oil and gas service contract containing the Sampaguita Gas Field
and which, in the Independent Directors' view, is the Company's
principal asset. In 2011, the Company acquired 2,202
line-kilometres of 2D seismic data and 565 square kilometres of 3D
seismic data over SC72, which the Company's independent petroleum
consultants interpreted and which indicated 1.8 trillion cubic feet
of Contingent Resources and 6.2 trillion cubic feet of Prospective
Resources, as announced by the Company on 24 April 2012.
If the force majeure in respect of SC72 were to be lifted, the
underlying value of the Company's interest in SC72 could be worth
significantly more per Ordinary Share than the Offer Price. In this
regard, the Independent Directors note that in the five Business
Days following the Company's announcement of 24 April 2012, the
Company's share price reached an average of 182 pence per Ordinary
Share.
Reasons for accepting the Offer
The Company has received irrevocable undertakings to vote in
favour of the Cancellation from Shareholders in respect of 90.96
per cent of the total issued share capital of the Company.
Accordingly, subject to receiving confirmation from the London
Stock Exchange of the Cancellation shortly after the AGM, the
Independent Directors expect that the cancellation of admission to
trading of the Ordinary Shares on AIM will take place at 7:00 a.m.
on 25 June 2015.
Upon Cancellation, there would no longer be a formal market
mechanism enabling Shareholders to trade their Ordinary Shares.
Upon Cancellation, the Company would no longer be subject to,
and its Shareholders would consequently lose the protections
afforded by, certain corporate governance regulations which apply
to the Company currently. In particular, the Company would no
longer be subject to the AIM Rules or the Takeover Code.
There can be no assurances that the pre-drill assumptions or
estimates provided by the Company's independent petroleum
consultants in 2011 in respect of SC72, as set out in the Company's
financial statements, will prove to be accurate, as future
technical evaluations and results, including drilling results,
could lead to variations or differ materially from those included
in the report, nor can there be any guarantee that hydrocarbons
will be capable of being extracted commercially.
There can be no guarantee as to if and when the DOE will grant
the necessary approvals (including lifting the force majeure) to
allow the Company to proceed with the work required on the
Company's principal asset, SC72.
There can be no guarantee as to whether the Company will be able
to raise significant funds that may be required to carry out the
Company's obligations on the remaining sub-phases of SC72, if the
necessary approvals are granted by the DOE.
There can be no guarantee that, after the Offer closes at 1:00
p.m. on 22 June 2015 (or at such later time as specified in an
announcement of any extension to the Offer period through a
Regulatory Information Service), Philex or any other purchaser
would be prepared to make a subsequent offer to acquire any
Ordinary Shares in which it does not already have an interest. Nor
can there be any guarantee as to the price of any such offer.
Accordingly, any Shareholder who does not accept the Offer may
find it difficult to sell its Ordinary Shares after the Offer
closes, may not receive regular information from the Company, would
not benefit from regulatory compliance with governance procedures
(other than under the Companies Act 2006 or as may be prescribed
through the Philippine Stock Exchange for so long as the Company
remains a subsidiary of a Philippine listed company), nor would
they enjoy the protections afforded by the AIM Rules and the
Takeover Code. Furthermore there is no guarantee that Philex or any
other purchaser would be willing to buy Ordinary Shares after the
Offer has closed and, if they were, any price offered might not
reflect the underlying value of the Company's assets.
Shareholders should note that the Directors understand that
Tidemark has entered into an irrevocable undertaking not to accept
the Offer in the hope of an eventual lifting of the force majeure
in relation to SC72 and the prospect of realising greater
shareholder value at some later date.
The Directors recommend that all Shareholders consult their duly
authorised independent advisers before they make a decision as to
whether or not to accept the Offer in respect of some, all or none
of their Ordinary Shares, in order to obtain advice relevant to
their particular circumstances.
For further information please contact:
Forum Energy Plc
Paul Wallace Tel: +44 (0) 208 616 7297
Robin Nicholson
Execution Noble & Company
(financial adviser, nominated adviser and corporate broker to
Forum Energy plc)
Harry Stockdale Tel: +44 (0) 207 456 9191
John Riddell
Francisco Bastos
Philex Petroleum Corporation
Mark Raymond Rilles Tel: +632 631 1381
Finance Controller
A copy of this announcement will be available on the Company's
website at www.forumenergyplc.com.
Irrevocable undertakings
Irrevocable undertakings to vote in favour of the Resolutions
have been received by the Company from Shareholders in respect of
32,335,461 Ordinary Shares, representing approximately 90.96 per
cent of the total issued share capital of the Company, comprised as
follows:
(a) from the Philex Concert Parties in respect of their entire
beneficial holding of 22,688,704 Ordinary Shares, representing, in
aggregate, approximately 63.82 per cent of the entire issued share
capital of the Company; and
(b) from Tidemark in respect of its entire beneficial holding of
9,646,757 Ordinary Shares, representing approximately 27.14 per
cent of the entire issued share capital of the Company.
In addition, Philex has received from Tidemark a binding
irrevocable undertaking not to accept the Offer in respect of
Tidemark's entire beneficial holding of 9,646,757 Ordinary Shares,
representing approximately 27.14 per cent of the entire issued
share capital of the Company.
Information on the Philex Concert Parties
For the purpose of the Takeover Code, Philex is acting in
concert with First Pacific, Asia Link B.V., Philex Mining, FEC and
Ferlim Nominees Limited in respect of the Offer.
First Pacific holds 100.00 per cent of the voting rights in Asia
Link B.V., 46.18 per cent of the voting rights in Philex Mining and
16.78 per cent of the voting rights in Philex. Philex Mining holds
64.79 per cent of the voting rights in Philex and Philex owns 51.24
per cent of the voting rights in FEC.
First Pacific is a Hong Kong-based investment management and
holding company with operations located in Asia. Its principal
business interests relate to telecommunications, infrastructure,
consumer food products and natural resources.
Philex Mining is a Philippine corporation with subsidiaries and
associates engaged in the metals, energy and hydrocarbon
businesses. Philex is an upstream oil and gas and mining company
incorporated in the Philippines with its registered office at
Philex Mining Compound, 27 Brixton cor., Fairlane Sts., Pasig City,
Philippines 1600.
Asia Link B.V. is a wholly-owned subsidiary of First Pacific,
and is a private limited liability company incorporated in the
Netherlands which was incorporated in 1990 as an investment
management and holding company. Its business is to identify and
invest in assets predominantly located in Asia related to the main
areas of focus of telecommunications, consumer food products,
infrastructure and natural resources.
FEC is an oil and natural gas exploration and development
company incorporated in Canada.
As at 14 May 2015 (being the latest practicable date prior to
the posting of this document), the Philex Concert Parties had an
aggregate interest in 63.82 per cent of the Company's existing
issued share capital, as set out below:
(a) Philex owned 12,953,504 Ordinary Shares, representing 36.44
per cent of the Company's existing issued share capital;
(b) FEC owned 8,550,200 Ordinary Shares (of which 3,550,200 were
held on its behalf by a nominee company Ferlim Nominees Limited),
representing 24.05 per cent of the Company's existing issued share
capital; and
(c) Asia Link B.V. owned 1,185,000 Ordinary Shares, representing
3.33 per cent of the Company's existing issued share capital.
Documents Available for Inspection
Copies of the following documents will be available for
inspection online at http://www.forumenergyplc.com/ from the date
of the Circular up to and including 1:00 p.m. on 22 June 2015:
(a) the irrevocable undertakings referred to above;
(b) the Existing Articles;
(c) the New Articles;
(d) the financial statements of the Company for the two years
ended 31 December 2013 and 31 December 2014;
(e) the written consent of Execution Noble that it has given and
not withdrawn its consent to the issue of the Circular with the
inclusion of its name and references thereto in the form and
context in which it appears; and
(f) the Circular and the Form of Acceptance.
The financial statements of Philex for the two years ended 31
December 2013 and 31 December 2014 have been published and are
available on Philex's website at www.philexpetroleum.com.ph.
The financial and operating results of Philex for three months
ended 31 March 2015 have been published and are available on
Philex's website at www.philexpetroleum.com.ph.
General
The expected timetable of principal events in relation to the
Offer and the Proposals is set at Appendix 2 to this
announcement.
Philex has not entered into, or reached an advanced stage of
discussion on proposals to enter into, any form of incentivisation
arrangements with members of the Company's management who are
interested in any of the Ordinary Shares.
Save as disclosed in relation to the irrevocable undertakings
referred to above, there are no agreements, arrangements or
understandings between any of the Philex Concert Parties and any of
the directors, recent directors, shareholders or recent
shareholders of Forum, or any person interested or recently
interested in the Ordinary Shares, having any connection with or
dependence upon the Offer.
Execution Noble has given and not withdrawn its consent to the
issue of this announcement with the inclusion of its name and
references thereto in the form and context in which it appears.
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Circular, which, together with the Form of Acceptance
(in relation to Qualifying Shareholders holding shares in
certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. Any response to the Offer should be made only on the basis
of the information contained in the Circular.
Please be aware that addresses, electronic addresses and certain
other information provided by the Company's Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from the Company may be provided to Philex during
the offer period as required under Section 4 of Appendix 4 of the
Takeover Code.
Execution Noble, which is regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company
in relation to the matters described in this announcement and is
not advising any other person, and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Execution Noble or for
providing advice in relation to the matters described in this
announcement.
Overseas shareholders
The ability of Qualifying Shareholders who are not resident in
and citizens of the United Kingdom to accept the Offer may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. Further details in relation to
overseas Shareholders will be contained in the Circular.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the AIM
Rules, the rules of the London Stock Exchange and the Takeover 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 any jurisdiction outside the United
Kingdom.
Copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. In particular, the Offer will not be made, directly
or indirectly, in or into or by the use of the mails of, or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, the United States
or any area subject to its jurisdiction or any political division
thereof, nor is it being made into any other Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or otherwise from within the United States
or any other Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States or any other
Restricted Jurisdiction. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it, the Circular or any other
documentation relating to the Offer in, into or from the United
States or any other Restricted Jurisdiction, and so doing may
render any purported acceptance of the Offer invalid.
Information regarding forwarding-looking statements
This announcement contains a number of forward-looking
statements relating to the Company and Philex. The Company and
Philex consider any statements that are not historical facts as
"forward-looking statements". They relate to events and trends that
are subject to risks and uncertainties that could cause the actual
results and financial position of the Company to differ materially
from the information as presented in the relevant forward-looking
statement. When used in this announcement the words "estimate",
"project", "intend", "aim", "anticipate", "believe", "expect",
"should", and similar expressions, as they relate to the Company or
the management of it, are intended to identify such forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date or
this announcement. The Company and Philex do not undertake any
obligation publicly to update or revise any of the forward-looking
statements, whether as a result of new information, future events
or otherwise, save in respect of any requirement under applicable
laws, the AIM Rules and other regulations.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 securities exchange
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 securities exchange 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 securities exchange 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 p.m. (UK time) on the tenth business day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (UK time) on the tenth business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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 p.m.
(UK 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
securities exchange 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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents and all information incorporated into this
announcement by reference to another source in hard copy form. Hard
copies of such information will not be sent to that person unless
requested, but can be requested from the Registrar by way of
written request to Share Registrars Limited, Suite E, First Floor,
9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or by calling the
Registrar on 01252 821390 from within the UK or on +44 (0) 1252
821390 if calling from outside the UK.
APPENDIX 1
TERMS OF THE OFFER
1. Introduction
Philex is making an offer to purchase Ordinary Shares of the
Qualifying Shareholders on the terms set out in this document and
also, in the case of certificated Ordinary Shares only, in the Form
of Acceptance.
2. Terms of the Offer
(a) All Ordinary Shares in respect of which valid acceptances
are received pursuant to the Offer will be purchased at the Offer
Price.
(b) Subject to the terms of the Offer, Philex will purchase
Ordinary Shares subject to the Offer for which valid acceptances
are received at the Offer Price as at 1:00 p.m. on 22 June
2015.
(c) The total number of Ordinary Shares purchased pursuant to
the Offer will not exceed 3,213,222 Ordinary Shares representing,
in aggregate, approximately 9.04 per cent of the existing issued
share capital of Forum (equivalent to a maximum total amount of
approximately GBP642,644.40). The minimum number of Ordinary Shares
purchased pursuant to the Offer will be zero.
(d) The Offer is only available to Qualifying Shareholders.
(e) Forms of Acceptance once duly completed (for Ordinary Shares
held in certificated form) and submitted to the Registrar 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 Philex, in its sole discretion, which
determination shall be final and binding (except as otherwise
required under applicable law).
(f) The Offer will close at 1:00 p.m. on 22 June 2015 (unless
extended by means of an announcement through a Regulatory
Information Service) and Forms of Acceptance or TTE Instructions
received after that time will not be accepted. However, Philex
reserves the right (but will not be obliged, other than as may be
required by the Takeover Code) at any time or from time to time to
extend the Offer after such time and, in such event, will make an
announcement of such extension in the manner described in paragraph
8 below and give written notice of such extension to the
Registrar.
(g) 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 Offer will be sent at the relevant Shareholder's
own risk.
(h) Qualifying Shareholders may accept the offer in respect of
all or any part of their holding of Ordinary Shares. Acceptances of
the Offer can only be made in respect of whole numbers of Ordinary
Shares.
(i) Ordinary Shares in relation to which successful acceptances
are provided under the Offer will be sold to Philex fully paid and
free from all liens, charges, equitable interests and encumbrances
and with all rights attaching to the same as at the date of this
document or subsequently attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this document.
(j) All acceptances of the Offer relating to Ordinary Shares
held in certificated form must be made on the Form of Acceptance
duly completed in accordance with the instructions set out on the
Form of Acceptance (which constitute part of the terms of the
Offer).
(k) All acceptances of the Offer relating to 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.
(l) An acceptance of the Offer will only be valid if the
procedures contained in this document and, for Shareholders who
hold Ordinary Shares in certificated form, in the Form of
Acceptance, are complied with.
(m) The Offer will be governed by, and construed in accordance
with, English law and the delivery of a Form of Acceptance or the
giving of a TTE Instruction by a Shareholder will constitute
submission to the jurisdiction of the English courts.
(n) The result of the Offer is expected to be announced by Philex on 23 June 2015.
(o) If successful acceptances in relation to part only of a
holding of Ordinary Shares are received pursuant to the Offer, the
relevant Shareholder will be entitled to receive the following:
(i) if Ordinary Shares are held in certificated form, a
certificate in respect of the unsold Ordinary Shares; or
(ii) if Ordinary Shares are held in uncertificated form (that
is, in CREST), the transfer by the Registrar by TFE Instruction to
the original accounts of those unsold Ordinary Shares.
(p) Further copies of the documents referred to in this document
may be obtained on request from the Registrar at Share Registrars
Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL.
(q) All questions as to the number of Ordinary Shares accepted
and the validity, form, eligibility (including the time of receipt)
and acceptance for payment of any Ordinary Shares in relation to
which the Offer is accepted will be determined by Philex in its
sole discretion, which determination shall be final and binding on
all parties except as otherwise required under applicable law.
Philex reserves the absolute right to reject any or all acceptances
it determines to be in breach of any undertaking given to it or the
Company or not to be in proper form or the acceptance of payment
which may, in the opinion of Philex, be unlawful. Philex also
reserves the absolute right to waive any of the terms of the Offer
and any defect or irregularity in the acceptance in respect of any
particular Ordinary Shares or any particular holder thereof. No
acceptance of the Offer 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 Offer will not be
despatched (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 Form of
Acceptance is complete in all respects and the share certificate(s)
and/or other document(s) of title satisfactory to Philex have been
received or (in the case of Ordinary Shares in uncertificated form)
the relevant TTE Instruction has settled. None of the Registrar,
Philex, the Company nor any other person is or will be obliged to
give notice of any defects or irregularities in acceptances, and
none of them will incur any liability for failure to give any such
notice.
(r) Ordinary Shares will be acquired under the Offer free of all
commissions and dealing charges.
(s) Failure of any person to receive a copy of this document or
the Form of Acceptance shall not invalidate any aspect of the
Offer.
(t) 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 in respect of which the Offer
has been accepted.
3. Overseas Shareholders
Overseas Shareholders should inform themselves about and observe
any applicable legal or regulatory requirements. If you are in any
doubt about your position, you should consult your professional
adviser in the relevant jurisdiction.
(a) The making of the 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 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 Registrar
and Philex 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 Offer
or to authorise the extending of the Offer or the distribution of
the Form of Acceptance in any territory outside the United
Kingdom.
(b) In particular, the 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, the Republic
of Ireland or South Africa and the Offer cannot be accepted by any
such use, means, instrumentality or facility from within the United
States, Canada, Australia, New Zealand, Japan, the Republic of
Ireland or South Africa. Accordingly, copies of this document, the
Form of Acceptance 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, the
Republic of Ireland or South Africa, including to Shareholders with
registered addresses in the United States, Canada, Australia, New
Zealand, Japan, the Republic of Ireland 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, the Republic of Ireland 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, the Republic of Ireland or Japan or use
such mails or any such means, instrumentality or facility, in
connection with the Offer, and so doing will render invalid any
related purported acceptance of the Offer. Persons in such
countries wishing to accept the Offer should not use such mails or
any such means, instrumentality or facility for any purpose,
directly or indirectly, relating to acceptance of an Offer.
Envelopes containing a Form of Acceptance should not be postmarked
in the United States, Canada, Australia, New Zealand, South Africa
or Japan or otherwise despatched from the United States, Canada,
Australia, New Zealand, South Africa, the Republic of Ireland or
Japan and all accepting Shareholders must provide addresses outside
the United States, Canada, Australia, New Zealand, South Africa,
the Republic of Ireland or Japan for the remittance of cash or
return of Forms of Acceptance and share certificates.
(c) If, in connection with making the 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 this
document, the Form of Acceptance or any related documents in, into
or from the United States, Canada, Australia, New Zealand, South
Africa, the Republic of Ireland 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, the Republic of Ireland or Japan in connection with
such forwarding, such persons should:
(i) inform the recipient of such fact;
(ii) explain to the recipient that such action may invalidate
any purported acceptance by the recipient; and
(iii) draw the attention of the recipient to this section of this document.
(d) The provisions in this section and/or any other terms of the
Offer relating to Overseas Shareholders may be waived, varied or
modified as regards a specific Shareholder or on a general basis by
Philex in its absolute discretion but only if Philex 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 Offer inconsistent therewith. References to a
Shareholder shall include references to the persons executing a
Form of Acceptance and in the event of more than one person
executing a Form of Acceptance, the provisions in this section
shall apply to them jointly and severally.
4. Acceptance procedure
Ordinary Shares held in certificated form
To accept the Offer, Shareholders holding Ordinary Shares in
certificated form must complete, sign, have witnessed and return
the Form of Acceptance in accordance with these instructions and
the instructions on the Form of Acceptance. The following
instructions should be read together with the notes on the Form of
Acceptance:
(a) to accept the Offer in respect of Ordinary Shares held in
certificated form, you must complete Box 1 and sign and have
witnessed Box 2 of the Form of Acceptance in accordance with the
instructions thereon;
(b) you should complete separate Forms of Acceptance for
Ordinary Shares held in certificated form but under different
designations. Additional copies of the Form of Acceptance can be
obtained from the Registrar; and
(c) completed, signed and witnessed Forms of Acceptance and
share certificates and/or other documents of title, should be sent
by post to the Registrar at Share Registrars Limited, Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or by
hand (during normal business hours only) to Share Registrars
Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL as soon as possible and, in any event, so as to be
received not later 1:00 p.m. on 22 June 2015. Duly completed Forms
of Acceptance 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 acceptances of the Offer in accordance with the terms of
the Offer. No acknowledgement of receipt of documents will be
given. The instructions on the Form of Acceptance shall be deemed
to form part of the terms of the Offer.
By signing and returning a Form of Acceptance, you will be
deemed to have appointed Share Registrars Limited as the Registrar
in respect of the offer process. Philex will therefore issue a
contract note on behalf of all Shareholders whose Ordinary Shares
are so acquired under the Offer and will remit the cash
consideration to the Registrar with instructions that such
consideration be remitted to Shareholders in accordance with the
terms of the Offer.
If you have lost your share certificate and/or other document of
title, you should write to the Registrar at Share Registrars
Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL 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 Registrar at Share Registrars Limited,
Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL
or by hand (during normal business hours only) to Share Registrars
Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham,
Surrey GU9 7LL so as to arrive not later than 1:00 p.m. on 22 June
2015. A fee may be payable by the Shareholder in respect of each
letter of indemnity.
If you are in any doubt as to the procedure for acceptance,
please contact the Registrar on 01252 821390 from within the UK or
+44 (0) 1252 821390 if calling from outside the UK. Calls will be
charged at your standard network rate. Calls from outside the UK
will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones. For legal
reasons, the Registrar will not be able to give advice on the
merits of the Offer or to provide legal, financial or personal
taxation advice and, accordingly, for such advice you should
consult your stockbroker, solicitor, accountant, bank manager or
other independent professional adviser.
Ordinary shares in uncertificated form (that is, in CREST)
If your Ordinary Shares are in uncertificated form, to accept
the 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 accept
the Offer to an escrow balance specifying Share Registrars Limited,
(in its capacity as a CREST Participant under its 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 1:00 p.m. on 22 June 2015.
The input and settlement of a TTE Instruction in accordance with
this section shall constitute acceptance of the Offer on the terms
of the Offer in respect of that number of shares transferred 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 7RA36;
-- the Member Account ID of the Registrar, which is PHIFOR01.
The input and settlement of a TTE Instruction in accordance with
this section (which has not been validly withdrawn) shall
constitute an offer to Philex to sell to it the number of Ordinary
Shares at the Offer Price and otherwise on the terms of the Offer,
by transferring such shares to the relevant escrow account as
detailed above;
-- the ISIN number in respect of the Ordinary Shares, which is GB00B07C1T48;
-- the intended settlement date. This should be as soon as
possible and in any event no later than 1:00 p.m. on 22 June
2015;
-- the contact name and telephone number in the shared note field;
-- the corporate action number for the 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 of the 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 1:00 p.m. on 22 June 2015. 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 Philex will make an appropriate announcement
if any of the details contained in this section relating to
settlement in CREST are materially altered.
5. 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 Offer (whether such conversion arises as a result of a
transfer of Ordinary Shares relating to the 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
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 1:00 p.m. on 22 June 2015, whether in
certificated or uncertificated form.
6. Effect of Acceptance
Forms of Acceptance
Completion and lodgement of a Form of Acceptance, including the
completion and lodgement of a Form of Acceptance which is treated
by Philex as valid, shall constitute the irrevocable agreement,
undertaking, warranty and representation by the relevant
Shareholder that:
(a) the execution of the Form of Acceptance shall constitute an
acceptance of the Offer in respect of such number of certificated
Ordinary Shares as are inserted in Box 1 of the Form of Acceptance
or deemed to be accepted, in each case on and subject to the terms
set out or referred to in this document and the Form of Acceptance
and that, once lodged, such acceptance shall be irrevocable;
(b) such Shareholder has full power and authority to sell,
assign or transfer the Ordinary Shares in respect of which the
Offer is accepted (together with all rights attaching thereto) and
Philex 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 or accruing to
them including, without limitation, voting rights and the right to
receive and retain in full all dividends of any nature and other
distributions (if any) declared, made or paid after the date of
this document;
(c) such completion and lodgement shall irrevocably constitute
Philex 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 Philex's absolute discretion,
desirable to give effect to the purchase of the Ordinary Shares
that are the subject of the Form of Acceptance;
(ii) procure the purchase of the Ordinary Shares which are the
subject of the Form of Acceptance; and
(iii) despatch 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 agrees to ratify and confirm each and every
act or thing which may be done or effected by Philex or any of its
directors or agents and officers or any person nominated by Philex
or the Registrar or any of its directors in the proper exercise of
their or his powers and/or authorities hereunder;
(e) such Shareholder with a holding of Ordinary Shares in
certificated form will deliver to the Registrar its 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 Philex 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 1:00 p.m. on 22 June
2015;
(f) the provisions of the Form of Acceptance form part of the terms of the Offer;
(g) such Shareholder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents
deemed by Philex 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 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 Philex
or the Company acting in breach of any applicable legal or
regulatory requirement in respect of the purchase of the Ordinary
Shares in relation to which he has accepted the Offer;
(i) such Shareholder has not received or sent copies or
originals of this document or the Form of Acceptance or any related
documents in, into or from the United States, Canada, Australia,
New Zealand, South Africa, the Republic of Ireland or Japan and has
not otherwise utilised in connection with the 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, the Republic of Ireland or Japan, this
document or the Form of Acceptance have not been mailed or
otherwise sent in, into or from the United States, Canada,
Australia, New Zealand, South Africa, the Republic of Ireland or
Japan and such Shareholder is accepting the Offer from outside the
United States, Canada, Australia, New Zealand, South Africa, the
Republic of Ireland or Japan;
(j) on execution a Form of Acceptance takes effect as a deed; and
(k) the execution of a Form of Acceptance constitutes such
Shareholder's submission to the jurisdiction of the courts of
England in relation to all matters arising out of or in connection
with the Offer or the Form of Acceptance. A reference in this
paragraph to a Shareholder includes a reference to the person or
persons executing a Form of Acceptance and in the event of more
than one person executing a Form of Acceptance, the provisions of
this paragraph will apply to them jointly and severally.
Electronic Acceptance
The input of the TTE Instruction which is treated by Philex and
the Company as valid shall constitute the agreement and irrevocable
representation by the relevant Shareholder that:
(a) the input of the TTE Instruction shall constitute an
acceptance of the Offer in respect of such number of Ordinary
Shares as are specified in the TTE Instruction or deemed to be
accepted, in each case, on and subject to the terms set out or
referred to in this document and the TTE Instruction and that, once
lodged, such acceptance shall be irrevocable;
(b) such Shareholder has full power and authority to sell,
assign or transfer the Ordinary Shares in respect of which the
Offer is accepted (together with all rights attaching thereto) and,
when the same are purchased by Philex, Philex 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 or accruing to them including, without limitation,
voting rights and the right to receive and retain in full all
dividends of any nature and other distributions (if any) declared,
made or paid after the date of this document;
(c) the input of the TTE Instruction which takes effect as an
acceptance of the Offer irrevocably constitutes Philex 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 (a) above in favour of Philex or such other person or
persons as Philex 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 Offer closing 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 Offer and to vest in Philex or its nominee or such other
person as Philex may direct such Ordinary Shares;
(d) such Shareholder agrees to ratify and confirm each and every
act or thing which may be done or effected by Philex or any of its
directors, agents or officers or any person nominated by Philex or
the Registrar or any of its directors in the proper exercise of
their or his powers and/or authorities hereunder;
(e) if, for any reason, any Ordinary Shares in respect of which
a TTE Instruction has been made are, prior to 1:00 p.m. on 22 June
2015, converted into certificated form, the Electronic Acceptance
in respect of such Ordinary Shares shall cease to be valid and the
Shareholder will need to comply with the procedures for accepting
the Offer in relation to Ordinary Shares in certificated form in
respect of the Ordinary Shares so converted, if he wishes his
acceptance of the Offer to be valid;
(f) such Shareholder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents
deemed by Philex 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;
(g) 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 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 Philex or the Company acting in breach of any applicable
legal or regulatory requirement in respect of the purchase of the
Ordinary Shares in relation to which he has accepted the Offer;
(h) such Shareholder has not received or sent copies or
originals of this document, the Form of Acceptance or any related
documents in, into or from the United States, Canada, Australia,
New Zealand, South Africa, the Republic of Ireland or Japan and has
not otherwise utilised in connection with the 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, the Republic of Ireland or Japan, this
document or the Form of Acceptance has not been mailed or otherwise
sent in, into or from the United States, Canada, Australia, New
Zealand, South Africa, the Republic of Ireland or Japan and such
Shareholder is accepting the Offer from outside the United States,
Canada, Australia, New Zealand, South Africa, the Republic of
Ireland or Japan;
(i) 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 Philex to
pay to such Shareholder the consideration to which he is entitled
under the Offer; and
(j) the input of the TTE Instruction constitutes such
Shareholder's submission to the exclusive jurisdiction of the
courts of England in relation to all matters arising out of or in
connection with the Offer.
7. Settlement
Settlement of the consideration to which any Shareholder is
entitled pursuant to acceptances of the Offer will be made by the
dispatch of cheques or CREST messages as follows:
Ordinary Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to Ordinary Shares held by
Shareholders in uncertificated form, the cash consideration will be
paid through CREST, by the Registrar (on behalf of Philex)
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. Philex reserves the right to
settle all or any of the consideration referred to in this
paragraph in the manner referred to in the paragraph below, if for
any reason it wishes to do so.
Ordinary Shares in certificated form where an acceptance relates
to Ordinary Shares held by Shareholders in certificated form
Where an acceptance relates to Ordinary Shares held in
certificated form, cheques for the consideration due will be
despatched by the Registrar by first class post to the person or
agent whose name and address (outside the United States, Canada,
Australia, New Zealand, Japan, the Republic of Ireland, South
Africa or any other Restricted Jurisdiction) is set out in Box 1 of
the Form of Acceptance or, if none is set out, to the registered
address of the relevant 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.
Provided that the Form of Acceptance, share certificate(s)
and/or other document(s) of title or the input and settlement of
the TTE Instruction is in order, settlement of the consideration to
which any Qualifying Shareholder is entitled under the Offer will
be effected: (i) in the case of acceptances received, complete in
all respects, by 1:00 p.m. on 22 June 2015, within 14 days of such
date.
8. Announcements
By 8:00 a.m. on the business day (the "relevant day") following
the day on which the Offer is due to expire or is revised or
extended, as the case may be (or such later time(s) and/or date(s)
as the Panel may agree), Philex will make an appropriate
announcement and simultaneously inform a Regulatory Information
Service of the position. Such announcement will also state (unless
otherwise permitted by the Panel):
(a) the number of shares for which acceptances of the Offer have been received;
(b) details of any relevant securities of the Company in which
Philex or any of the Philex Concert Parties has an interest or in
respect of which he has a right to subscribe, in each case
specifying the nature of the interests or rights concerned. Similar
details of any short positions (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery, shall also be stated;
(c) details of any relevant securities of the Company in respect
of which Philex or any of the Philex Concert Parties has an
outstanding irrevocable commitment or letter of intent; and
(d) details of any relevant securities of the Company which
Philex or any of the Philex Concert Parties has borrowed or lent,
save for any borrowed shares which have been either on-lent or
sold,
and will in each case specify the percentages of the Ordinary
Shares represented by these figures.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of proposed Cancellation and 15 May 2015
of the Offer and posting of this document,
Forms of Proxy and Forms of Acceptance to
Shareholders
Offer opening date 15 May 2015
Latest time and date for receipt of Forms 10:00 a.m. on 15 June
of Proxy 2015
Annual General Meeting 10:00 a.m. on 17 June
2015
Latest time and date for receipt of Forms 1:00 p.m. on 22 June
of Acceptance and TTE Instructions in relation 2015
to the Offer and Offer closes
Announcement of results of the Offer by Philex 23 June 2015
Cancellation of admission to trading of the 7:00 a.m. on 25 June
Ordinary Shares on AIM 2015
Despatch of cheques for consideration payable no later than 1:00
under the Offer p.m. on 6 July 2015
CREST accounts credited with consideration no later than 1:00
payable under the Offer p.m. on 6 July 2015
Despatch of share certificates in respect on or around 6 July
of any revised holdings of Ordinary Shares 2015
following the Offer
Re-registration of the Company as a private 15 July 2015
limited company
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 UK time.
Certain of the events relating to the Cancellation in the above
timetable following the Annual General Meeting are conditional,
inter alia, upon the Resolutions being passed.
The Cancellation requires the approval of not less than 75 per
cent of the votes cast by Shareholders on resolution 7 to be proposed
at the Annual General Meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAAAMTTMBABBIA
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