Offer unconditional in all respects
June 23 2010 - 12:21PM
UK Regulatory
TIDMLBE TIDMMWB
RNS Number : 1492O
BlueGem Capital Partners LLP
23 June 2010
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
FOR IMMEDIATE RELEASE
23 June 2010
RECOMMENDED CASH OFFER
BY
BLUEGEM GAMMA LIMITED
("BGL")
FOR
LIBERTY PLC ("LIBERTY")
OFFER UNCONDITIONAL IN ALL RESPECTS
On 28 May 2010, BGL made a recommended cash offer for the entire existing issued
ordinary share capital of Liberty.
Earlier today, BGL announced that the Offer was unconditional as to acceptances.
The BGL Board is now pleased to declare the Offer unconditional in all respects.
Special Dividend
On 27 May 2010, the Board of Liberty announced that it had resolved to pay a
special dividend of 44.2 pence per Liberty Share, the payment of which was
conditional on the Offer becoming or being declared unconditional in all
respects.
The Board of Liberty has confirmed to BGL that the Special Dividend will be paid
to all Liberty Shareholders on the register at close of business today, 23 June
2010, (the Record Date) in respect of the Liberty Shares registered in their
name.
As stated in the announcement on 27 May 2010 by Liberty, the payment date for
the Special Dividend will be the date that is within 7 days following the Record
Date. A separate announcement will be made by Liberty shortly.
Settlement
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are complete in all respects, will be
despatched on or before 7 July 2010. Settlement of the consideration in respect
of further acceptances which are valid and complete in all respects, will be
despatched within 14 days of receipt.
Extension of the Offer
As announced earlier today, the Offer, which remains subject to the terms and
conditions set out in the Offer Document and the Form of Acceptance, will remain
open for acceptance until further notice.
The Liberty Shareholders who have not yet accepted the Offer and who hold
Liberty Shares in certificated form are urged to complete, sign and return the
Form(s) of Acceptance by hand (during normal business hours) or by post as soon
as possible to Capita Registrars at Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are
available from Capita Registrars, by telephoning 0870 162 3121 or, if calling
from outside the UK, on +44 208 639 3399. If you hold your Liberty Shares in
uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE
Instructions as soon as possible.
Compulsory acquisition and cancellation of admission of Liberty Shares to
trading on AIM
Subject to any applicable requirements of the AIM Rules, BGL intends to procure
the making of an application by Liberty to the London Stock Exchange for the
cancellation of trading in Liberty Shares on AIM. Furthermore, it is intended
that in due course Liberty will seek to be re-registered as a private company
under the relevant provisions of the Companies Act. If this cancellation occurs,
it will significantly reduce the liquidity and marketability of any Liberty
Shares not acquired pursuant to the Offer.
BGL has now received sufficient acceptances under the Offer to apply the
provisions of sections 974 to 991 of the Companies Act to acquire compulsorily
any outstanding Liberty Shares to which the Offer relates. Accordingly,
compulsory acquisition notices will be despatched in due course to Liberty
Shareholders who have not yet validly accepted the Offer.
Interests in relevant securities
Save as disclosed above, neither BGL nor any person acting in concert with BGL
for the purposes of the Offer is interested in or has any rights to subscribe
for any Liberty Shares nor does any such person have any short position or any
arrangement in relation to Liberty Shares. For these purposes "arrangement"
includes any agreement to sell or any dealing obligation or right to require
another person to purchase or take delivery of, and borrowing or lending of,
Liberty Shares. An "arrangement" also includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to Liberty Shares which may be an inducement to deal or refrain
from dealing in such securities. "Interest" includes any long economic exposure,
whether conditional or absolute, to changes in the prices or securities and a
person is treated as having an "interest" by virtue of the ownership or control
of securities, or by virtue of any option in respect of, or derivative
referenced to securities.
Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 28 May 2010, unless the context requires otherwise.
Enquiries
For further information please contact:
+---------------+-----------+
| BlueGem | Tel: |
| Capital | +44 |
| Partners | (0)20 |
| LLP | 7647 9710 |
| Marco | |
| Capello | |
+---------------+-----------+
| | |
+---------------+-----------+
| Hawkpoint | Tel: |
| Partners | +44 |
| Limited | (0)20 |
| (financial | 7665 4500 |
| adviser to | |
| BGL) | |
| Christopher | |
| Darlington | |
| Vinay Ghai | |
+---------------+-----------+
| | |
+---------------+-----------+
| Liberty | Tel: |
| plc | +44 |
| Richard | (0)20 |
| Balfour-Lynn, | 7706 2121 |
| Chairman | |
+---------------+-----------+
| | |
+---------------+-----------+
| Cavendish | Tel: |
| Corporate | +44 |
| Finance | (0)20 |
| LLP | 7908 6000 |
| (financial | |
| adviser to | |
| Liberty) | |
| Jonathan | |
| Buxton | |
+---------------+-----------+
| | |
+---------------+-----------+
| Global | Tel: |
| Leisure | +44 |
| Partners | (0)20 |
| LLP | 7016 8050 |
| (financial | |
| adviser to | |
| Liberty) | |
| Mervyn | |
| Metcalf | |
+---------------+-----------+
Hawkpoint Partners Limited, which is authorised and regulated in the UK by the
FSA, is acting exclusively for BlueGem Gamma Limited and no one else in
connection with the Offer and will not be responsible to anyone other than
BlueGem Gamma Limited 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.
Cavendish Corporate Finance LLP, which is authorised and regulated in the UK by
the FSA, is acting exclusively for Liberty and no one else in connection with
the Offer and will not 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.
Global Leisure Partners LLP, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Liberty and no one else in connection with the
Offer and will not 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.
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 is being made solely by the Offer Document,
when issued, which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
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.
Overseas Shareholders
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.
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.
Dealing Disclosure Requirements
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.
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.
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 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.
Online availability of this announcement
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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