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RNS Number : 4337A
Riverview Rubber Estates Berhad
22 December 2014
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
22 December 2014
MANDATORY CASH OFFER ("Offer")
BY
RIVERVIEW RUBBER ESTATES, BERHAD ("Riverview")
FOR
THE NARBOROUGH PLANTATIONS PLC ("Narborough")
Introduction
On 4 December 2014 the board of Riverview announced that it had
agreed to acquire 3,466,260 Narborough ordinary shares of 10 pence
each ("Ordinary Shares") from Puran Sri Datin Hamidah Bt Abdul
Rahman ("Share Acquisition") which represents 26.03 percent of the
issued ordinary share capital of Narborough ("Issued Ordinary
Shares"). The Share Acquisition is at a price of RM7.00 (Ringgit
Malaysia) per share which equates to GBP1.29 per Ordinary
Share.
Riverview, excluding the Share Acquisition, holds 6,632,340
Ordinary Shares representing 49.81 percent of the Issued Ordinary
Shares. Persons acting in concert, or deemed to be acting in
concert, with Riverview hold, in aggregate, 53,939 Ordinary Shares
representing 0.41 percent of the Issued Ordinary Shares. In
aggregate therefore, before the Share Acquisition, Riverview and
persons acting in concert with it, own or control 6,686,279
Ordinary Shares representing 50.22 percent of the Issued Ordinary
Shares.
On completion of the Share Acquisition, Riverview and persons
acting in concert with it will hold 10,158,569 Ordinary Shares
representing 76.29 percent of the Issued Ordinary Shares.
Riverview is a plantation company with a 75 year history and is
listed on the Main Market of the Bursa Malaysia. Riverview is a
62.5 percent subsidiary of Sungei Ream Holdings Sendirian Berhad
("Sungei Ream"), a private unlisted company which is itself a
wholly owned subsidiary of Buloh Akar Holdings Sendirian Berhad
which is also a private unlisted holding company.
Mandatory Offer
Under Rule 9 of the Takeover Code, Riverview is required to make
an offer for all of the Ordinary Shares it does not already own.
The board of Riverview therefore announces that it will be making
an unconditional mandatory offer ("Offer") in cash for the
3,217,970 Ordinary Shares that it does not already own or has
agreed to acquire at a price of GBP1.29 per Ordinary Share which
values the Ordinary Shares that are the subject of the Offer at
GBP4.15 million and the whole of the Issued Ordinary Shares at
GBP17.2 million.
In addition, Riverview owns 187,050 Narborough 20% Cumulative
Preference Shares of 10 pence each ("Preference Shares")
representing 98.32 percent of the issued preference share
capital.
Background and reasons for the acquisition of additional
shares
Riverview and Narborough are very closely connected with both
companies having identical boards comprised of the same directors,
Riverview having a significant interest in Narborough and in
addition, Narborough owns one third of Rivaknar Holdings Sendirian
Berhad, in which both Riverview and Sungei Ream each own one
third.
Narborough has had both its Ordinary Shares and Preference
Shares listed on the London Stock Exchange ("LSE") since 21 April
1948. However, in recent years there has been very little trading
activity in Narborough's share capital which is illiquid. The
Riverview board believe that given the low trading volumes and the
ongoing costs associated with maintaining a listing for a small
company with operations in a number of different geographical
locations outside of the United Kingdom there are few benefits for
Narborough continuing to operate as an independent public company
and maintaining the listing on the LSE.
An opportunity arose for Riverview to make the Share Acquisition
and the Riverview board considered that it would both help to
consolidate Riverview's control of Narborough and facilitate the
delisting of Narborough's Ordinary Shares.
Following the Share Acquisition, Narborough will not comply with
the UKLA's requirement for more than 25% of the Issued Share
Capital to be in public hands and it will therefore either need to
delist its shares or move to a junior market of the LSE. The
Riverview board, having considered these alternatives, intends to
seek to delist the Ordinary Shares and Preference Shares as soon as
is practicable after the Offer has closed.
Financing of the Offer
The Offer will be financed from Riverview's own cash resources
and from a loan made available to it from Sungei Ream, its parent
company.
Cattaneo LLP, financial adviser to Riverview, is satisfied that
sufficient resources are available to Riverview to satisfy the
consideration payable as a result of full acceptance of the
Offer.
Independent advice
All directors of Narborough are also directors of Riverview and
so precluded under the Takeover Code from giving advice to
Narborough shareholders on the merits of the Offer and what action
Narborough shareholders should take. Narborough's independent
financial adviser, EGR Broking Limited, will therefore consider the
terms of the Offer and communicate its advice to the Narborough
board and shareholders in due course.
Irrevocable Undertakings
The Riverview directors have not sought, nor have they entered
into, any irrevocable undertakings to accept the Offer with any
Narborough shareholders.
Disclosures
1. There are no agreements or arrangements to which Riverview is
party which relate to the circumstances in which it may or may not
invoke or seek to invoke a pre-condition to its offer or the
consequences of it doing so.
2. There are no dealing arrangements of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover
Code, to which Riverview or any person acting in concert with it is
a party.
3. There are no offer related arrangements or other agreements,
arrangements or commitments permitted under, or excluded from, Rule
21.2 of the Takeover Code.
4. Riverview announced its Opening Position Disclosure on 12 December 2014.
5. Copies of this announcement, the financing documents from
Sungei Ream referred to above and all other announcements made in
connection with the Offer will be available on Riverview's website
in accordance with Rules 26.1 and 30.4 of the Takeover Code at
www.riverview.com.my/other.htm.
6. Persons acting or deemed to be acting in concert with
Riverview in accordance with note 5 (a) of Rule 8 are Oliver
Huntsman who holds 26,469 Ordinary Shares representing 0.20 percent
of the Issued Ordinary Shares, Emma Huntsman who holds 26,470
Ordinary Shares representing 0.20 percent of the Issued Ordinary
Shares and Dr Leong Tat Thim who holds 1,000 Ordinary Shares
representing 0.01 percent of the Issued Ordinary Shares.
Narborough shareholders actions
Narborough shareholders are urged to take no action in relation
to the Offer until they receive the Offer document.
The Offer document will be published by Riverview shortly and
further announcements will be made in due course.
Enquiries:
Riverview
Eugene Chow (company secretary) Telephone: +605 255 9013
Riverview.com.my
Cattaneo LLP - Financial Adviser to Riverview
Charles Cattaneo / Ian Stanway Telephone: +44 121 616 0395
www.cattaneo.co.uk
The Directors of Riverview accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Directors of Riverview (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement is in accordance with the facts and
does not affect the import of such information.
Cattaneo LLP is acting exclusively for Riverview and no one else
in connection with the Offer and will not be responsible to anyone
other than Riverview for providing the protections afforded to
customers of Cattaneo LLP nor for providing advice in relation to
the Offer or any other matter referred to in this announcement.
Important Notes
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of an offer document and a form of acceptance, which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
Important notice to overseas shareholders
The release, publication or distribution of this Announcement is
not being made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that
jurisdiction (each a "Restricted Jurisdiction"), and the Offer is
not capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions. The availability of the Offer to
Narborough Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
Disclosure requirements of the City Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
percent or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange 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 percent or more of any
class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange 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
securities exchange 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 p.m. (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 securities exchange 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 http://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.
Publication on website
This Announcement, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, will be available
free of charge on Riverview's website at:
www.riverview.com.my/other.htm and Narborough's website at:
www.Narboroughplantations.com/OtherAnnouncements.htm by no later
than 12 noon (London time) on 23 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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