LBE Longboat Energy Plc

 

TIDMMWB TIDMLBE 
 
RNS Number : 9272L 
Pyrrho Investment Limited 
14 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 
FOR IMMEDIATE RELEASE 
14 May 2010 
Liberty Plc ("Liberty") 
      POSSIBLE HIGHER OFFER FOR LIBERTY PLC BY PYRRHO INVESTMENTS LIMITED 
      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. 
 
Pyrrho Investments Limited announces that it has today made a proposal to 
Liberty's board that it wishes to make an offer for the entire issued and to be 
issued share capital of Liberty at a higher aggregate price than the possible 
offer by BlueGem Capital Partners LLP that was announced on 7 May 2010.  This 
aggregate price will comprise both a cash offer and the payment of a special 
dividend by Liberty, a structure which is in line with the possible offer 
announced by BlueGem Capital Partners LLP on 7 May 2010. 
Background 
On 7 May 2010, Liberty announced a possible offer (the "Possible BlueGem Offer") 
by BlueGem Capital Partners LLP on behalf of BlueGem L.P. ("BlueGem") at an 
aggregate price of 186 pence per Liberty ordinary share which the board of 
Liberty had resolved to recommend once such offer has been made (the "2.4 
Announcement"). 
Liberty later announced on the same day that it had also received an approach in 
relation to a possible offer from a third-party (the "Other Party"), unconnected 
with BlueGem, at an aggregate price of 185 pence per Liberty ordinary share (the 
"Possible Pyrrho Offer") which had been rejected by the board of Liberty after 
"due and careful consideration". 
 
Pyrrho Investments Limited ("Pyrrho") announces that it is the "Other Party" 
referred to in the second announcement.  It also wishes to clarify for Liberty 
shareholders certain events preceding the release of Liberty's announcement of 
the rejection of the Possible Pyrrho Offer. 
 
In particular, Pyrrho would like to express its dissatisfaction with the bidding 
process for Liberty and that it was deprived of the opportunity to increase the 
Possible Pyrrho Offer.  This is materially to the detriment of Liberty 
shareholders as Pyrrho would have made a further higher offer for Liberty on or 
before 7 May 2010 if it had been given the opportunity to do so. 
 
Pyrrho Investments Limited 
 
Pyrrho is the single largest shareholder with a holding of 20.38 per cent. in 
MWB Group Holdings Plc ("MWB"), the largest shareholder in Liberty.  Pyrrho does 
not have any representation on the board of MWB nor does it have any 
participation in the day to day management of MWB. 
 
Competing approaches for Liberty 
 
Pyrrho wishes to clarify the events which led up to the release of the 
announcement of the Possible BlueGem Offer and the rejection of the Possible 
Pyrrho Offer: 
 
(1)       on 4 May 2010, Pyrrho made an approach to Liberty to acquire its 
entire issued and to be issued share capital in cash (the "Initial Proposal"). 
The Initial Proposal included a price range of 190 pence to 200 pence per 
Liberty share.  The Initial Proposal was subject to standard due diligence 
pre-conditions and was rejected by the board of Liberty for this reason; 
 
(2)       on 6 May 2010, Pyrrho revised its bid and made the Possible Pyrrho 
Offer to Liberty which supersedes the Initial Proposal and was not subject to 
any due diligence pre-conditions.  Pyrrho's new proposal included the same terms 
as the competing proposal from BlueGem at that time, save that the Possible 
Pyrrho Offer included an aggregate price per Liberty share which was higher than 
the aggregate price per share contained in the competing BlueGem proposal; 
 
(3)       having made a higher approach to Liberty and clearly stated Pyrrho's 
continuing interest, Pyrrho requested that Liberty and its advisers keep Pyrrho 
informed of any developments and Liberty's advisers agreed to provide updates; 
 
(4)       on 7 May 2010 at 6.47 a.m. Pyrrho was notified by email that BlueGem 
had improved the aggregate value of its proposal to a level which was superior 
to the revised Pyrrho proposal and that the board of Liberty had decided not to 
proceed with the proposal from Pyrrho; and 
 
(5)       the announcement of the Possible BlueGem Offer was released 13 minutes 
later at 7.00 a.m. on 7 May 2010. 
 
The conduct of the process denied any opportunity for Pyrrho to respond to the 
Possible BlueGem Offer.  In particular the failure to keep Pyrrho informed of 
Liberty and MWB's views on the Possible Pyrrho Offer prevented Liberty's 
shareholders from being able to consider the competing proposals with the 
benefit of sufficient time and information to enable them to reach a properly 
informed decision before agreeing to grant irrevocable undertakings to accept 
the Possible BlueGem Offer, should it be made. 
 
Improved Proposal 
 
Pyrrho announces that it has today made a revised proposal to Liberty's board 
that it wishes to make an offer for the entire issued and to be issued share 
capital of Liberty at a higher aggregate price than BlueGem's aggregate 186 
pence per share offer. 
 
It would be desirable and in accordance with the General Principles on which the 
City Code on Takeovers and Mergers is based for both Liberty shareholders and, 
since MWB is the majority owner of Liberty, MWB shareholders to be given a full 
opportunity to consider any approach from Pyrrho in a properly informed and 
advised manner. 
 
For further information, please contact: 
Arbuthnot Securities Limited 
Nick Tulloch 
Tel: +44 (0) 207 012 2000 
Ben Wells 
 
Hogarth PR 
Reg Hoare 
Tel: +44 (0) 7884 494112 
Katie Hunt 
    +44 (0) 207 357 9477 
Ian Payne 
 
Copies of this announcement are available on the London Stock Exchange website: 
www.londonstockexchange.com 
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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