TIDMNTA
RNS Number : 8427V
Abu Dhabi Capital Management LLC
18 January 2013
Not for release, publication or distribution in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction.
17 January 2013
RECOMMENDED MANDATORY CASH OFFER
by
SPADILLE LIMITED
for
NORTHACRE PLC
Introduction
On 17 January 2013, the board of Spadille and the Independent
Directors announced that they have reached agreement on the terms
of a recommended cash offer, with a loan note alternative, to be
made by Spadille for the whole of the issued and to be issued
ordinary share capital of Northacre not already owned by Spadille
(the "2.7 Announcement").
This Mandatory Cash Offer should be read in conjunction with the
2.7 Announcement and all capitalised terms used within the 2.7
Announcement shall have the same meaning in this Mandatory Cash
Offer.
Rule 9 Mandatory Cash Offer
Spadille, on 16 January 2013, acquired 7,850,000 shares in
Northacre from MAR Investments Limited and it has contractually
agreed to acquire a further 135,000 shares from one of the existing
directors of Northacre, Mohammed AlRafi, subject to his shares
being dematerialised into certificated form. Such shares represent
29.9 per cent of the total issued shares of Northacre.
On 17 January 2013, Spadille acquired a further 5,000,000
Northacre Shares from another existing director of Northacre, Klas
Nilsson. These shares represent 18.7 per cent of the existing
issued ordinary share capital of Northacre.
Taking into account the acquisitions detailed above, Spadille
now has an interest in or commitments over a total of 12,985,000
Northacre Shares representing approximately 48.6 per cent of the
issued share capital of Northacre.
Accordingly Spadille is now obliged to make a mandatory cash
offer for the remaining shares of Northacre. The Offer will be made
in accordance with Rule 9 of the Takeover Code and will, subject to
the further terms listed below, be conditional only upon Spadille
receiving acceptances which will result in Spadille, and anyone
acting in concert with Spadille, holding more than 50 per cent of
the Northacre Shares (the "Mandatory Cash Offer").
The 2.7 Announcement shall remain in full effect in relation to
the Offer subject with the exception that the Conditions and
Further Terms contained in Appendix 1 of the 2.7 Announcement shall
be replaced in its entirety with the Condition, as set out below,
and Further Terms detailed in this Mandatory Cash Offer.
Condition
The Offer will be subject to valid acceptances being received
(and not, where permitted, withdrawn) by 3.00 pm on the first
closing date of the Offer (or such later time(s) and/or date(s) as
Spadille may (subject to the Takeover Code) decide) in respect of
such number of Northacre Shares which, together with Northacre
Shares that Spadille shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, will result in
Spadille, or any person acting in concert with Spadille, holding
Northacre Shares carrying in aggregate more than 50 per cent of the
voting rights then normally exercisable at general meetings of
Northacre (including for this purpose to the extent, if any,
required by the Panel, any votes attributable to Northacre Shares
which are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of conversion or subscription rights or
otherwise).
For the purpose of this condition, Northacre Shares which have
been unconditionally allotted but not issued shall be deemed to
carry the votes which they will carry upon issue.
Certain further terms of the Mandatory Cash Offer
1 The Offer will comply with the Takeover Code and will be
governed by and construed in accordance with English law. The
English courts will have exclusive jurisdiction for determining any
matter which may arise under or in connection with any such
contract.
2 The Northacre Shares will be acquired free from all liens,
charges, equitable interests and encumbrances and third-party
rights and together with all rights attaching to them, including
the right to all dividends or other distributions declared, made or
paid after the date of this announcement.
3 The Offer will lapse if, before 3.00 pm on the first closing
date or before the date when the Offer becomes or is declared
unconditional as to acceptances, whichever is the later, the
acquisition by Spadille of Northacre is either referred to the
Competition Commission or results in the European Commission,
pursuant to Council Regulation (EC) 139/2004, initiating
proceedings under article 6(1)(c) or making a referral to a
competent authority of the United Kingdom under article 9(1). In
such circumstances, the Offer will cease to become capable of
further acceptance and accepting Northacre Shareholders and
Spadille shall cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.
4 The availability of the Loan Note Alternative will be
conditional upon the consent of the Jersey Financial Services
Commission pursuant to the Control of Borrowing (Jersey) Order
1958, as amended, to the issue by Spadille of the Loan Notes and
the consent of the Jersey Registrar of Companies pursuant to the
Companies (General Provisions) (Jersey) Order 2002, to the
circulation of the Offer Document.
Enquiries:
ADCM
Mustafa Kheriba +9712 639 0099
finnCap Ltd (Financial Adviser to ADCM)
Stuart Andrews +44 20 7220 0500
Henrik Persson +44 20 7220 0500
A copy of this announcement will be available at www.adcm.ae.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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