TIDMLBE TIDMMWB 
 
RNS Number : 5055L 
Liberty PLC 
07 May 2010 
 
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
 FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
                       RELEVANT LAWS OF SUCH JURISDICTION 
 
                               PRESS ANNOUNCEMENT 
 
                              FOR IMMEDIATE RELEASE 
 
 
                                   7 May 2010 
 
                            Liberty Plc ("Liberty") 
 
      ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE TAKEOVER CODE 
 
This announcement does not amount to a firm intention to make an offer and, 
accordingly, there can be no certainty that any offer will be made even if the 
pre-conditions set out below are satisfied or waived. 
 
BlueGem Capital Partners LLP, on behalf of BlueGem L.P. ("BlueGem"), announces 
that it is in discussions with the Board of Liberty about the possibility of 
making an offer for the ordinary share capital of Liberty (the "Proposed 
Offer"). 
 
On 15 March 2010, Liberty announced that it had exchanged contracts for the sale 
of the freehold interest in its 125,000 sq ft flagship store on Great 
Marlborough Street, London, W1, for GBP41.5 million to Sirosa Liberty Limited 
(the "Property Sale"). 
 
The Property Sale is conditional on approval by the shareholders of MWB Group 
Holdings Plc ("MWB"), Liberty's 68.3% shareholder. On 16 April 2010 MWB posted a 
circular to its shareholders seeking such approval at a general meeting to be 
held on 10 May 2010. The directors of MWB have recommended that shareholders of 
MWB approve the Property Sale. Furthermore, the directors of MWB and other 
shareholders, representing in aggregate 71.3% of the ordinary shares in MWB, 
have granted hard irrevocable undertakings to vote in favour of the resolution 
to approve the Property Sale. 
 
Immediately prior to the completion of the Property Sale, Liberty will lease 
back the store and continue to operate from the building.  Liberty will take an 
institutional 30-year lease on the building at an initial annual rent of GBP2.1 
million, with five yearly fixed upward rent reviews during the remaining period 
of the lease. 
 
In addition to the Property Sale, Liberty has been holding discussions with 
BlueGem about the possibility of BlueGem making the Proposed Offer. The Proposed 
Offer by BlueGem for each Liberty ordinary share is 141.8 pence per share in 
cash (the "Offer Price"), valuing the existing issued ordinary share capital of 
Liberty at approximately GBP32.0 million.  Any offer will only be made following 
completion of the Property Sale. 
 
Following the announcement of the Proposed Offer (if any), the board of Liberty 
intends to declare a special dividend (the "Special Dividend"), the payment of 
which is conditional upon the Proposed Offer being declared wholly 
unconditional. The Special Dividend to be declared in conjunction with the 
Proposed Offer would be 44.2 pence per Liberty ordinary share (approximately 
GBP10.0 million in total based on the existing issued ordinary share capital of 
Liberty) (the Proposed Offer and the Special Dividend together referred to as 
the "Transaction"). The Special Dividend would be paid to Liberty ordinary 
shareholders within seven days of the date on which the Proposed Offer becomes 
or is declared wholly unconditional. The record date for the Special Dividend 
would be announced at the time that the Special Dividend is declared. 
 
The Transaction would result in a total payment to the holders of Liberty 
ordinary shares who are on the share register as at the record date of 186.0 
pence per Liberty ordinary share (approximately GBP42.0 million in aggregate). 
 
 
This aggregate amount reflects both the benefit of the anticipated surplus cash 
in Liberty following the Property Sale, as well as the value placed by BlueGem 
on the Liberty business. For the avoidance of doubt, the Special Dividend will 
not be payable to ordinary shareholders unless the Proposed Offer is declared 
unconditional in all respects. 
 
On 6 May 2010, MWB and certain of its wholly owned subsidiaries entered into 
hard irrevocable undertakings to accept the Proposed Offer ("MWB Irrevocables") 
in relation to their combined holding of 15,447,409 Liberty ordinary shares (the 
"Relevant Liberty Shares") at the Offer Price, subject to the making of the 
Proposed Offer by BlueGem. 
 
In addition Principle Capital Investments Limited and Cartesian Partners LP have 
entered into hard irrevocable undertakings to accept the Proposed Offer in 
relation to their holdings of Liberty ordinary shares (1,693,541 and 2,359,177 
respectively) at the Offer Price, subject to the making of the Proposed Offer by 
BlueGem. 
 
In total, the hard irrevocable undertakings entered into by holders of ordinary 
shares in Liberty (the "Liberty Offer Irrevocables") represent 86.3% of the 
existing issued ordinary share capital of Liberty. 
 
The directors of Liberty have resolved, subject to the making of the Proposed 
Offer by BlueGem, to recommend the Proposed Offer to shareholders of Liberty in 
the proposed Offer Document to be sent to Liberty shareholders. BlueGem has 
confirmed that it will declare the Proposed Offer (if made) unconditional as to 
acceptances if, at the first closing date of the Proposed Offer (or any 
subsequent closing date), acceptances in respect of not less than 86.3% of the 
ordinary share capital of Liberty have been received. 
 
The MWB Irrevocables are conditional upon shareholders of MWB approving the 
proposed sale by MWB of the Relevant Liberty Shares pursuant to the Proposed 
Offer at a general meeting of the shareholders of MWB. A circular seeking 
approval of the sale by MWB of the Relevant Liberty Shares pursuant to the 
Proposed Offer will be posted to shareholders of MWB if the Proposed Offer is 
formally announced. The directors of MWB have undertaken to convene a general 
meeting to consider approval of the sale by MWB of the Relevant Liberty Shares 
pursuant to the Proposed Offer, to recommend the resolution to shareholders of 
MWB, to vote in favour of such resolution in respect of their respective 
shareholdings in MWB totalling 25,880,014  ordinary shares in MWB, representing 
15.8% of MWB's issued share capital and to vote against any resolution which 
might conflict in any way with the passing of such resolution. Shareholders in 
MWB accounting for a further  57,876,326 ordinary shares in MWB, representing 
35.3% of MWB's issued voting share capital, have entered into hard irrevocable 
undertakings to vote in favour of the sale by MWB of the Relevant Liberty Shares 
pursuant to the Proposed Offer if it is considered at a general meeting of the 
shareholders of MWB and to vote against any resolution which might conflict in 
any way with the passing of such resolution. 
 
In total, the hard irrevocable undertakings entered into by holders of ordinary 
shares in MWB represent 51.1% of the ordinary share capital of MWB. 
 
The principal terms of the Liberty Offer Irrevocables granted by Liberty 
shareholders are set out in the appendix to this announcement. 
 
 
This announcement does not amount to a firm intention to make an offer and, 
accordingly, there can be no certainty that any offer will be made even if the 
conditions set out above are satisfied or waived. 
 
A further announcement will be made in due course. 
 
For further information, please contact: 
 
Seymour Pierce Limited 
+44 (0) 207 107 8000 
Nicola Marrin 
Jonathan Wright 
 
APPENDIX 
Summary of principal terms of Liberty Offer Irrevocables 
 
Each person who has entered into an irrevocable undertaking has undertaken (on 
its own behalf and on behalf of its associates) inter alia not to (i) sell, 
transfer, charge, encumber, grant any option over or otherwise dispose of any 
interest in any ordinary shares such person holds in Liberty; (ii) accept any 
other offer in respect of its ordinary shares in Liberty; (iii) purchase, sell 
or otherwise deal in ordinary shares in Liberty or any interest therein; (iv) 
requisition any shareholder meeting of Liberty; or (v) agree to do any of the 
things described in (i) or (ii) above. 
 
Such persons have further undertaken inter alia to accept or procure the 
acceptance of the Proposed Offer in respect of their ordinary shares in Liberty 
and not to withdraw or procure the withdrawal of such acceptance. 
 
From the time that a Proposed Offer is announced to the time that a Proposed 
Offer becomes wholly unconditional, lapses or is withdrawn, such persons have 
undertaken to exercise votes (and or any other rights) attaching to their 
ordinary shares in Liberty in accordance with BlueGem's directions in relation 
to the passing or proposal of any resolution necessary to implement the Proposed 
Offer or which, if passed, might result in any condition of the Proposed Offer 
not being fulfilled or which might impede or frustrate the Proposed Offer. 
 
The undertakings provided by MWB and MWB Retail Stores Shareholder Limited are 
conditional on the sale by MWB of the Relevant Liberty Shares pursuant to the 
Proposed Offer being approved by shareholders of MWB at a general meeting of the 
shareholders of MWB. 
 
The undertakings shall also lapse and shall cease to be binding if the Proposed 
Offer is not formally announced by 8 June 2010; or if after the Proposed Offer 
is announced the Panel on Takeovers and Mergers consents to BlueGem not making 
the offer or an event occurs which means that BlueGem is no longer required by 
the Takeover Code to proceed with the Offer; or if the offer document and 
associated form of acceptance in respect of the Proposed Offer is not posted 
within 28 days of the formal announcement of the Proposed Offer; or if the 
Proposed Offer once formally announced lapses or is withdrawn in accordance with 
the Takeover Code. 
 
In addition, the directors of Liberty have undertaken inter alia (i) to 
recommend the Proposed Offer to the shareholders of Liberty; (ii) not to 
solicit, initiate or encourage any other person to make an offer for Liberty; 
and (iii) except where required by his duties as a director of Liberty or under 
the Takeover Code, and in any event only in response to an unsolicited approach, 
not to enter into or continue discussions or agreements with, or provide any 
information to any person considering making such an offer or otherwise take any 
action which might be prejudicial to the outcome of the Proposed Offer. 
 
Copies of this announcement are available on the BlueGem's website, 
http://www.bluegemcp.com/uk_site/press-releases.html 
 and Liberty's 
website, 
 http://www.liberty.co.uk/fcp/content/InvestorInformation/content 
 
Disclosure requirements of the Takeover Code (the "Code") 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 
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 
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. 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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