TIDMNBP
RNS Number : 3782C
Riverview Rubber Estates Berhad
16 January 2015
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
16 January 2015
MANDATORY CASH OFFER ("Offer")
BY
RIVERVIEW RUBBER ESTATES, BERHAD ("Riverview")
FOR
THE NARBOROUGH PLANTATIONS, PLC ("Narborough")
Posting of Offer Document
and
Narborough's Response to the Offer
Further to the announcement on 22 December 2014 by Riverview of
a mandatory cash offer to acquire the entire issued share capital
of Narborough not already owned by Riverview, Riverview is pleased
to announce that the offer document (the "Offer Document") has been
published today and is being posted to Narborough shareholders.
Under the terms of the Offer, Narborough shareholders are being
offered the opportunity to elect to receive an offer price of
either GBP1.29 or RM7.00 (Ringgit Malaysia).
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 9 February 2015.
The procedure for acceptance of the Offer is set out in the
Offer Document in paragraph 11 of Part III, paragraph 7 of Section
A of Part IV and the accompanying Form of Acceptance.
Narborough's response to the Offer
The Directors of Narborough are all current or recent directors
of Riverview and are therefore precluded from providing Narborough
Shareholders with any opinion or recommendation as to whether to
accept or reject the Offer. Narborough has therefore appointed EGR
Broking Ltd to act as an independent financial adviser to
Narborough and to advise the Narborough Board. EGR Broking Ltd
considers the Offer to be fair and reasonable so far as Narborough
Shareholders are concerned and advises Narborough that its
shareholders should accept it.
EGR Broking Ltd expresses no opinion on whether Narborough
Shareholders should accept the Offer in Sterling or Ringgit
Malaysia, which will depend on their personal financial
requirements and/or their view of the likely relative exchange rate
between the two currencies at the time they anticipate receiving
their consideration.
EGR Broking Ltd's advice is set out in a letter which is
included in the Offer Document. In providing advice to Narborough
and its Board, EGR Broking Ltd has taken into various factors into
account (as set out in its letter in the Offer Document) including,
amongst other things, the commercial assessments of the Narborough
Board.
The terms used in this announcement shall have the meaning given
to them in the Offer Document.
Enquiries:
Riverview
Eugene Chow (company secretary) Telephone: +605 255 9013
www.riverview.com.my
Cattaneo LLP - Financial Adviser to Riverview
Charles Cattaneo / Ian Stanway Telephone: +44 121 616 0395
www.cattaneo.co.uk
Narborough
Eugene Chow (company secretary) Telephone: +605 255 9013
www.narboroughplantations.com
EGR Broking - Financial Adviser to Narborough
Jonathan Hall/David Floyd/Leo Telephone: +44 203 697 9496
Godsall
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 19 January 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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