Offer Document Posted
May 28 2010 - 9:21AM
UK Regulatory
TIDMLBE TIDMMWB
RNS Number : 7461M
BlueGem Capital Partners LLP
28 May 2010
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| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN |
| WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO |
| OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN |
| OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD |
| CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR |
| REGULATIONS OF SUCH JURISDICTION |
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| |
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| |
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| Announcement for Immediate Release |
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| |
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| 28 May 2010 |
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| |
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| BLUEGEM GAMMA LIMITED |
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| |
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| Posting of Offer Document for |
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| |
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| LIBERTY PLC |
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| |
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| |
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| On 19 May 2010, BlueGem Gamma Limited ("BGL") and |
| Liberty Plc ("Liberty" or the "Company") announced |
| the terms of a recommended cash offer for Liberty |
| (the "Offer"). |
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| |
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| BGL is today posting to the Company's shareholders |
| and, for information only to Liberty Option Holders |
| and Liberty Preference Shareholders, a document |
| (the "Offer Document") containing full terms and |
| conditions of the Offer, together with the relevant |
| Form of Acceptance. |
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| |
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| The Offer is open for acceptances until 1:00pm |
| (London time) on 22 June 2010. |
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| |
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| Shareholders owning Liberty Shares in certificated |
| form (that is, NOT in CREST), to accept the Offer |
| in respect of those Liberty Shares, should |
| complete, sign and return the Form of Acceptance |
| (which is being sent to shareholders together with |
| the Offer Document) in accordance with the |
| instructions thereon and in the Offer Document, |
| along with their valid share certificate(s) and/or |
| any other relevant document(s) of title, as soon as |
| possible and, in any event, so as to be received by |
| Capita Registrars no later than 1:00pm (London |
| time) on 22 June 2010. |
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| |
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| Shareholders owning Liberty Shares in |
| uncertificated form (that is, in CREST), to accept |
| the Offer in respect of those Liberty Shares, |
| should follow the procedures for Electronic |
| Acceptance set out in the Offer Document so that |
| the TTE instruction settles as soon as possible |
| and, in any event, no later than 1:00pm (London |
| time) on 22 June 2010. Shareholders owning Liberty |
| Shares as a CREST sponsored member, should refer |
| acceptance of the Offer to their CREST sponsor as |
| only CREST sponsors will be able to send the |
| necessary TTE instruction to Euroclear. |
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| |
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| A copy of the Offer Document is also available, |
| subject to certain restrictions relating to persons |
| resident in Restricted Jurisdictions, for |
| inspection on Liberty's website at |
| www.liberty.co.uk/fcp/content/investorinformation/content |
| while the Offer remains open for acceptances. |
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| |
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| Other than as expressly set out in this |
| announcement, capitalised terms used in this |
| announcement shall have the meanings given to them |
| in the Offer Document. |
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| |
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| Enquiries: |
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| |
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| BlueGem Capital Partners | Tel: +44 (0)20 7647 |
| LLP | 9710 |
| Marco Capello | |
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| | |
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| Hawkpoint Partners | Tel: +44 (0)20 7665 |
| Limited | 4500 |
| (financial adviser to | |
| BGL) | |
| Christopher Darlington | |
| Vinay Ghai | |
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| | |
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| Liberty plc | Tel: +44 (0)20 7706 2121 |
| Richard Balfour-Lynn, | |
| Chairman | |
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| | |
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| Cavendish Corporate | Tel: +44 (0)20 7908 |
| Finance LLP | 6000 |
| (financial adviser to | |
| Liberty) | |
| Jonathan Buxton | |
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| | |
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| Global Leisure Partners | Tel: +44 (0)20 7016 |
| LLP | 8050 |
| (financial adviser to | |
| Liberty) | |
| Mervyn Metcalf | |
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| |
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| |
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| Hawkpoint Partners Limited, which is authorised and |
| regulated in the UK by the FSA, is acting |
| exclusively for BGL and no one else in connection |
| with the Offer and will not be responsible to |
| anyone other than BGL for providing the protections |
| afforded to the clients of Hawkpoint Partners |
| Limited nor for providing advice in relation to the |
| Offer, the contents of this announcement, or any |
| transaction or arrangement referenced herein. |
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| |
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| Cavendish Corporate Finance LLP, which is |
| authorised and regulated in the UK by the FSA, is |
| acting exclusively for Liberty and for no one else |
| in connection with the Offer and will not regard |
| any other person as its client nor be responsible |
| to anyone other than Liberty for providing the |
| protections afforded to the clients of Cavendish |
| Corporate Finance LLP nor for providing advice in |
| relation to the Offer, the contents of this |
| announcement, or any transaction or arrangement |
| referenced herein. |
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| |
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| Global Leisure Partners LLP, which is authorised |
| and regulated in the UK by the FSA, is acting |
| exclusively for Liberty and for no one else in |
| connection with the Offer and will not regard any |
| other person as its client nor be responsible to |
| anyone other than Liberty for providing the |
| protections afforded to the clients of Global |
| Leisure Partners LLP nor for providing advice in |
| relation to the Offer, the contents of this |
| announcement, or any transaction or arrangement |
| referenced herein. |
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| |
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| This announcement is not intended to, and does not, |
| constitute or form part of any offer, invitation or |
| the solicitation of an offer to purchase, otherwise |
| acquire, subscribe for, sell or otherwise dispose |
| of, any securities or the solicitation of any vote |
| or approval in any jurisdiction pursuant to this |
| announcement or otherwise. The Offer will be made |
| solely by the Offer Document, when issued, which |
| will contain the full terms and conditions of the |
| Offer, including details of how the Offer may be |
| accepted. |
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| |
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| This announcement has been prepared for the purpose |
| of complying with English law and the City 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 the UK. |
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| |
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| Overseas Shareholders |
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| |
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| The distribution of this announcement in |
| jurisdictions other than the UK and the |
| availability of the Offer to Liberty Shareholders |
| who are not resident in the UK may be affected by |
| the laws of relevant jurisdictions. Any persons who |
| are subject to the laws of any jurisdiction other |
| than the UK or Liberty Shareholders who are not |
| resident in the UK will therefore need to inform |
| themselves about, and observe, any applicable |
| requirements. |
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| |
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| The Offer is not being, and will not be, made, |
| directly or indirectly, in, into or from the United |
| States, Canada, Australia, Japan or any other |
| Restricted Jurisdiction. Accordingly, copies of |
| this announcement are not being, and must not be, |
| directly or indirectly, mailed, transmitted or |
| otherwise forwarded, distributed or sent in, into |
| or from the United States, Canada, Australia, Japan |
| or any other Restricted Jurisdiction. |
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| |
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| Dealing Disclosure Requirements |
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| |
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| Under Rule 8.3(a) of the City Code, any person who |
| is interested in 1 per cent. or more of any class |
| of relevant securities of an offeree company or of |
| any paper offeror (being any offeror other than an |
| offeror in respect of which it has been announced |
| that its offer is, or is likely to be, solely in |
| cash) must make an Opening Position Disclosure |
| following the commencement of the Offer Period and, |
| if later, following the announcement in which any |
| paper offeror is first identified. An Opening |
| Position Disclosure must contain details of the |
| person's interests and short positions in, and |
| rights to subscribe for, any relevant securities of |
| each of (i) the offeree company and (ii) any paper |
| offeror(s). An Opening Position Disclosure by a |
| person to whom Rule 8.3(a) applies must be made by |
| no later than 3:30pm on the 10th business day |
| following the commencement of the Offer Period and, |
| if appropriate, by no later than 3:30pm 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. |
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| |
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| Under Rule 8.3(b) of the City Code, any person who |
| is, or becomes, interested in 1 per cent. or more |
| of any class of relevant securities of the offeree |
| company or of any paper offeror, must make a |
| Dealing Disclosure if the person deals in any |
| relevant securities of the offeree company or of |
| any paper offeror. A Dealing Disclosure must |
| contain details of the dealing concerned and of the |
| person's interests and short positions in, and |
| rights to subscribe for, any relevant securities of |
| each of (i) the offeree company and (ii) any paper |
| offeror, save to the extent that these details have |
| previously been disclosed under Rule 8. A Dealing |
| Disclosure by a person to whom Rule 8.3(b) applies |
| must be made by no later than 3:30pm on the |
| business day following the date of the relevant |
| dealing. |
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| 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. |
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| |
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| 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 |
| 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. |
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| |
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| Online availability of this announcement |
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| |
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| A copy of this announcement will be available |
| subject to certain restrictions relating to persons |
| resident in the United States, Canada, Australia, |
| Japan or any other Restricted Jurisdiction, on |
| Liberty's website |
| (http://www.liberty.co.uk/fcp/content/ |
| investorinformation/content) from the date of this |
| announcement. |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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