Offer Update
May 28 2010 - 12:50PM
UK Regulatory
TIDMLBE TIDMMWB
RNS Number : 7841M
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 ("BGL") |
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| |
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| Offer Update |
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| |
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| LIBERTY PLC ("Liberty") |
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| |
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| |
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| Earlier today, BGL announced that it was today |
| posting a document containing full terms and |
| conditions of the Offer (the "Offer Document"), |
| together with the relevant Form of Acceptance to |
| Liberty Shareholders. A copy of the Offer Document |
| is 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. |
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| |
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| In the Offer Document, BGL confirmed that it had |
| received hard irrevocable undertakings to accept or |
| to procure the acceptance of the Offer in respect |
| of a total of 19,500,127 Liberty Shares, |
| representing 86.27 per cent. of the existing issued |
| ordinary share capital of Liberty. |
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| |
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| BGL is pleased to announce that it has received an |
| additional hard irrevocable undertaking from |
| Dawnfield Pte Limited (now known as Montego (S) |
| Pte. Ltd.) ("Montego") to accept or to procure the |
| acceptance of the Offer and not to withdraw or |
| procure the withdrawal of such acceptance, in |
| respect of its entire beneficial holding of 960,000 |
| Liberty Shares, representing approximately 4.25 per |
| cent. of the existing issued ordinary share capital |
| of Liberty. |
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| |
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| Pursuant to this irrevocable undertaking Montego |
| 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 Montego 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. |
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| |
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| Until the time that the Offer becomes wholly |
| unconditional, lapses or is withdrawn, Montego has |
| undertaken to exercise votes (and / or any other |
| rights) attaching to its ordinary shares in Liberty |
| in accordance with BGL's directions in relation to |
| the passing or proposal of any resolution necessary |
| to implement the Offer or which, if passed, might |
| result in any condition of the Offer not being |
| fulfilled or which might impede or frustrate the |
| Offer. |
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| |
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| Accordingly, BGL has now received, in aggregate, |
| hard irrevocable undertakings to accept or to |
| procure the acceptance of the Offer in respect of a |
| total of 20,460,127 Liberty Shares, representing |
| 90.52 per cent. of the existing issued ordinary |
| share capital of Liberty. |
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| |
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| All of these undertakings will continue to be |
| binding even in the event of a higher competing |
| offer for Liberty, unless the Offer lapses or is |
| withdrawn in accordance with the City Code. |
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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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| |
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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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| 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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| |
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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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| 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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