TIDMNTA
RNS Number : 4235V
River View Acquisitions Limited
14 January 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
River View Acquisitions Limited
("River View")
Possible Offer for Northacre plc
THIS IS AN ANNOUNCEMENT UNDER RULE 2.5 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
River View Acquisitions Limited (formerly Law 2492 Limited), a
company formed by Northacre's Chief Executive Officer Ken MacRae,
announces that it continues to explore the possibility of making an
Offer (the "Possible Offer") to acquire the entire issued share
capital of Northacre plc.
Ken MacRae started to explorethe possibility of making an Offer
for Northacre plc in the final quarter of 2012 at a price of 96
pence per Northacre ordinary share. In part, the impetus to this
was an increasing realisation that despite the company having
attractive net assets and increasing amounts of cash on its balance
sheet, it was unlikely to be in a position to distribute large
proportions of this value to shareholders at this time due to the
timing and uncertainty of the receipt of dividends and the
uncertainty attaching to that, and that for certain shareholders,
particularly those who have been long term investors in Northacre
plc, an offer for the Company in cash may have provided an
attractive alternative to receiving limited dividend
distributions.
Ken MacRae was given permission by the Board to discuss the
financing of a possible offer with financing partners and
discussions were held with these partners and subsequently with
certain larger shareholders in Northacre. Accordingly, in December
2012, Ken Macrae was able to table to the Board of Northacre a
letter providing an indication of the terms of an offer which he
would like to make formally for Northacre plc, including
reaffirming a price of 96 pence per share.
River View Acquisitions Limited (formerly Law 2492 Limited) and
its funding partners continue their efforts to formalise an offer
for Northacre plc. With two indicative proposals both at 96 pence
per share having been tabled to the Board, Ken MacRae and his
management team are concerned to ensure the smooth continuation of
the Company's two joint ventures (The Lancasters and Vicarage Gate)
and believe that the Management team are best placed to take these
forward.
A further announcement will be made in due course
This approach is at a preliminary stage and no decisions have
yet been made. There can be no certainty that an offer will
ultimately be made for Northacre by River View.
In accordance with Rule 2.6(a) of the Code, River View will have
until 5pm on 17 January 2013 to announce either a firm intention to
make an offer for Northacre or that they do not intend to make an
offer. This deadline will only be extended with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5(a) of the Code, River View reserves the
right to announce an offer at a different value to the Possible
Offer, or vary the form and/or mix of the consideration, should the
independent directors of Northacre agree an offer at a different
value or a third party announces a firm intention to make an offer
for Northacre.
Further announcements will be made in due course, as
appropriate.
For further information, please contact:
River View Acquisitions Limited
Ken MacRae, Director Tel: +44 (0)7985 283 128
WH Ireland Ltd. (Financial adviser to River View)
Adrian Hadden / Nick Field Tel: +44 (0)207 220 1666
A copy of this announcement will be available at
www.riverviewacquisitions.co.uk. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Possible Offer or otherwise.
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 United Kingdom.
The directors of River View accept responsibility for all of the
information contained in this announcement. To the best of the
knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case) the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Apart from the responsibilities, if any, which may be imposed on
W H Ireland Limited by the Financial Services and Markets Act 2000,
the European Communities (Markets in Financial Instruments)
Regulations 2007 (as amended) or the regulatory regimes established
thereunder or the Code, W H Ireland Limited does not accept any
responsibility whatsoever for the contents of this announcement or
for any statements made or purported to be made by it or on its
behalf in connection with the Possible Offer. W H Ireland Limited
accordingly disclaims all and any liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement.
W H Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for River View in connection with the Possible Offer
and will not be responsible to any person other than River View for
providing the protections afforded to clients of W H Ireland
Limited or for providing advice in relation to the Possible Offer
or any other matter referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes,
interested in 1% 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
3.30 pm (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 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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