Belphar Limited OFFER DECLARED UNCONDITIONAL IN -2-

Enquiries:

 
 
   Belphar Ltd                                           Tel: +44 (0) 20 3131 
   Khofiz Shakhidi                                       0046 
 Strand Hanson Limited - Financial Adviser to          Tel: +44 (0) 20 7409 
  Belphar                                               3494 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Bell Pottinger - Financial PR to Belphar              Tel: +44 (0) 20 7861 
  Mark Antelme                                          3232 
  Henry Lerwill 
 Pan European Terminals plc                            Tel: +44 (0) 20 3145 
  Simon Escott, Chief Executive Officer and Interim     1908 
  Executive Chairman                                    Mob: +44 (0)7920 
                                                        095 800 
 finnCap Ltd - Joint Financial Adviser to Pan          Tel: +44 (0) 20 7220 
  Stuart Andrews                                        0500 
  Christopher Raggett 
 Westhouse Securities Ltd - Joint Financial Adviser,   Tel: +44 (0) 20 7601 
  Nominated Adviser and Broker to Pan                   6100 
  Richard Johnson 
  Antonio Bossi 
 Leander - Financial PR to Pan                         Tel: +44 (0)7795 
  Christian Taylor-Wilkinson                            168 157

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Belphar and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Belphar for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, Nominated Adviser and Broker to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of Westhouse Securities Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

This announcement has been prepared for the purposes of complying with English law and the 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 and/or regulations of jurisdictions outside of the UK.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States. The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with US procedures and law.

It may be difficult for Pan Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws since Belphar and Pan are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US Pan Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.

In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that Belphar or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions. Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of the Offer Document or determined whether such document is accurate or complete. Any representation to the contrary is a criminal offence.

This information is provided by RNS

The company news service from the London Stock Exchange

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