TIDMNBP
RNS Number : 9431H
Riverview Rubber Estates Berhad
19 March 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
19 March 2015
MANDATORY CASH OFFER ("Offer")
BY
RIVERVIEW RUBBER ESTATES, BERHAD ("Riverview")
FOR
THE NARBOROUGH PLANTATIONS, PLC ("Narborough")
OFFER ACCEPTANCES, CANCELLATION OF LISTING AND EXTENSION OF THE
OFFER
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 board of Riverview is pleased to announce that valid
acceptances have been received for in excess of 90 percent of the
Shares to which the Offer relates and therefore Riverview will now
commence the procedures available to it under section 979 of the
Companies Act to compulsorily acquire those Narborough Shares which
it does not already own.
Riverview has decided to leave the Offer open for acceptances
until the expiry of the compulsory purchase period.
Level of acceptances
Riverview, as at 11.00 am (London time) on 19 March 2015, had
received valid acceptances of the Offer in respect of 2,905,956
Narborough Shares, representing approximately 21.82 percent of the
existing issued share capital of Narborough and 90.30 percent of
the Offer Shares. Of the 2,905,956 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 1,727,209 Narborough Shares and the number of
valid acceptances from Shareholders who elected to receive their
consideration in Ringgit Malaysia was 1,178,747 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 13,004,556 Narborough Shares, representing 97.66 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
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 by Neville Registrars.
Extension of the Offer and actions to be taken
The Offer will remain open for acceptances until the expiry of
the compulsory purchase period.
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. Shareholders who do not accept the Offer will have their
Shares compulsorily acquired but will have to wait for the
Companies Act process to conclude before receiving their
consideration. In addition any consideration due under the
compulsory purchase will be paid in pounds sterling without an
election to receive any consideration in Ringgit Malaysia.
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.
Cancellation of Listing
Application is now be made to the UK Listing Authority for the
cancellation of Listing of Narborough's Ordinary Shares and
Preference Shares. The cancellation notice period will now commence
and cancellation is expected to become effective in 20 business
days' time on 21 April 2015.
Interests in Narborough Shares
Prior to the announcement of the Offer, 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 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
Further information:
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 20 March 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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