TIDMNBP
RNS Number : 4578E
Riverview Rubber Estates Berhad
09 February 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
9 February 2015
MANDATORY CASH OFFER ("Offer")
BY
RIVERVIEW RUBBER ESTATES, BERHAD ("Riverview")
FOR
THE NARBOROUGH PLANTATIONS, PLC ("Narborough")
OFFER ACCEPTANCES AND OFFER EXTENSION
Introduction
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 the further terms of
the Offer and the procedures for acceptance were set out in the
offer document published by Riverview on 16 January 2015 (the
"Offer Document").
The terms used in this announcement shall have the meaning given
to them in the Offer Document other than as expressly set out in
this announcement.
The Offer is being extended and will remain open for acceptances
until 1.00 pm on 23 February 2015.
Level of acceptances
Riverview, as at 1.00 pm (London time) on 9 February 2015, had
received valid acceptances of the Offer in respect of 2,383,576
Narborough Shares, representing approximately 17.90 percent of the
existing issued share capital of Narborough and 74.07 percent of
the Offer Shares. Of the 2,383,576 valid acceptances received,
53,939 are in respect of persons acting in concert, or deemed to be
acting in concert, with Riverview. The number of valid acceptances
from Shareholders who elected to receive their consideration in
Pounds Sterling was 1,425,746 Narborough Shares and the number of
valid acceptances from Shareholders who elected to receive their
consideration in Ringgit Malaysia was 957,830 Narborough
Shares.
Together with the existing holding of 10,098,600 Narborough
Shares, Riverview now owns or has valid acceptances of the Offer in
respect of 12,482,176 Narborough Shares, representing 93.73 percent
of the issued share capital of Narborough.
The percentages of Narborough Shares referred to in this
announcement are based on of 13,316,950 Narborough Shares in issue
and 3,217,990 Offer Shares.
Settlement of consideration
For Forms of Acceptance that have been received which are valid
and complete in all respects electing to have consideration paid in
Pounds Sterling the settlement of the cash consideration due under
the Offer will be despatched by first class post on or before 23
February 2015.
For Forms of Acceptance that have been received which are valid
and complete in all respects electing to have consideration paid in
Ringgit Malaysia the settlement of the cash consideration due under
the Offer will be despatched by first class post on or before 23
February 2015 by Business Process Outsourcing Sendirian Berhad.
Settlement of the consideration in respect of further
acceptances which are valid and complete in all respects will be
despatched as soon as practicable and in any event within 14 days
of receipt of such acceptances being received by Neville
Registrars.
Closing of the Offer and actions to be taken
The Offer will remain open for acceptances until 1.00 pm on 23
February 2015.
Narborough Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and the Form of Acceptance should be completed and
returned.
If you are in any doubt about the Offer or as to the action you
should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, solicitor,
accountant or other independent financial adviser who, if you are
taking advice in the United Kingdom, is authorised pursuant to the
Financial Services and Markets Act 2000 (as amended from time to
time) or, if you are in a territory outside the United Kingdom, is
an appropriately authorised independent financial adviser.
Interests in Narborough Shares
Prior to the announcement of the Offer and as at 8 February 2015
(being the latest practicable date prior to the publication of this
announcement), Riverview, and persons acting in concert with
Riverview, owned or controlled 10,152,539 Narborough Shares.
Neither Riverview, nor persons acting in concert with Riverview has
any interest in, has any rights to subscribe for any relevant
securities of Narborough nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of
Narborough. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant
securities of Narborough and any borrowing or lending of any
relevant securities of Narborough which have not been on-lent or
sold and any outstanding irrevocable commitment or letter of intent
with respect to any relevant securities of Narborough.
Enquiries:
Riverview
Eugene Chow (company Telephone: +605 255
secretary) 9013
www.riverview.com.my
Cattaneo LLP - Financial Adviser to Riverview
Charles Cattaneo / Ian Telephone: +44 121
Stanway 616 0395
www.cattaneo.co.uk
Narborough
Eugene Chow (company Telephone: +605 255
secretary) 9013
www.narboroughplantations.com
EGR Broking - Financial Adviser to Narborough
Jonathan Hall/David Floyd/Leo Telephone: +44 203
Godsall 697 9496
Further information:
Cattaneo LLP is acting exclusively for Riverview and no one else
and will not be responsible to anyone other than Riverview for
providing the protections afforded to clients of Cattaneo LLP or
for providing advice in relation to any offer or any other matter
referred to in this Announcement.
EGR Broking Limited is acting exclusively for Narborough and no
one else and will not be responsible to anyone other than
Narborough for providing the protections afforded to clients of EGR
Broking Limited or for providing advice in relation to any 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 10 February 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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