Offer Update
July 15 2004 - 8:48AM
UK Regulatory
RNS Number:8834A
Hichens Harrison & Co PLC
15 July 2004
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia or Japan.
Hichens, Harrison & Co. plc
Bell Court House
11 Blomfield Street
London
EC2M 1LB
Telephone - 020 7588 5171
Fax - 020 7628 9481
Regulated and Authorised by the FSA. Members of the London Stock Exchange.
15th July 2004
PRESS ANNOUNCEMENT:
RULE 9 (City Code) MANDATORY CASH OFFERS BY
HICHENS HARRISON & CO PLC
ON BEHALF OF
ARMWORTH HOUSE LIMITED
TO ACQUIRE THE WHOLE OF THE ISSUED AND TO BE ISSUED ORDINARY SHARES AND
CONVERTIBLE REDEEMABLE PREFERENCE SHARES IN PROPERTY ACQUISITION AND MANAGEMENT
LIMITED
Introduction
Further to the announcement on 7th July 2004, Armworth House Limited ("Armworth
") would like to further clarify the position as regards to its holdings in both
the Ordinary shares and Convertible Redeemable Preference shares in Property
Acquisition and Management Limited (PAM).
Prior to the purchase of shares on the 7th July Armworth held 18,836,547
Ordinary shares and 711,040 Convertible Redeemable Preference shares
representing 33.88% and 7.3% of the respective classes of shares in PAM. The
overall voting rights attributable to these shares was 29.9% of PAM.
Following the purchase of 5,783,960 Ordinary shares and 2,469,264 Convertible
Redeemable Preference shares on the 7th July Armworth House Limited's aggregate
holdings increased to 24,620,507 Ordinary shares and 3,180,304 Convertible
Redeemable Preference shares, which represents 44.29% and 32.69% of each class
of share. This results in Armworth having overall voting rights over 42.56% of
Property Acquisition and Management Limited. Accordingly, pursuant to Rule 9 of
the City Code on Takeovers and Mergers, Armworth is required to make an offer
for the entire issued ordinary share capital and convertible redeemable
preference shares in PAM not already held by Armworth.
Armworth confirms that it intends to make cash offers for the issued Ordinary
and Cumulative Redeemable Preference share capital not already owned by
Armworth, subject to the condition and terms set out below and subject to the
further terms to be set out in the Offer Document and in the Form of Acceptance,
on the following basis:
The Offers
The Ordinary Offer
The Ordinary Offer will be made on the following basis:
For each PAM Ordinary Share 90.5p in cash.
The Convertible Offer
The Convertible Offer will be made on the following basis:
For every PAM Convertible Share 115p in cash.
Value of the Offer
The offers value the outstanding Ordinary share capital at #28,021,775 and the
outstanding Convertible Redeemable Preference share capital at #7,530,151. The
total value of the offers for the outstanding Ordinary share and Convertible
Redeemable Preference share capital will be #35,551,926
ZDP Shares
No offer will be made by Armworth for the ZDP Shares. Armworth is not required
to make an offer for these shares under the Code as they are non-voting,
non-equity share capital.
Cancellation of Listing
If the Offers become or are declared unconditional in all respects, it is the
intention of Armworth to seek a cancellation of PAM's listing and admission to
trading on the London Stock Exchange and the Channel Islands Stock Exchange and
redesignate PAM as a private limited company. If successful this would
significantly reduce the liquidity and marketability of any Ordinary Shares/or
Convertible Redeemable Preference shares not acquired pursuant to the Offers.
Condition and certain terms of the Offers
1. The Offers are subject to Armworth (or parties acting in concert with
it) acquiring Ordinary Shares and Convertible Redeemable Preference Shares which
together with any such shares held by Armworth and any party acting in concert
with it, will result in Armworth and any party acting in concert with Armworth
holding Ordinary Shares and Convertible Redeemable Preference Shares which
together carry in aggregate more than 50% of the voting rights normally
exercisable at general meetings of PAM.
2. The Offers will lapse if the acquisition of Ordinary shares and
Convertible Redeemable Preference shares is referred to the Competition
Commission on or before the later of 3pm on the first closing date of the Offers
and the date on which the Offers become or are declared unconditional.
3. The Offers will extend to all Ordinary shares and Convertible Redeemable
Preference shares in issue before the Offer becomes or is declared unconditional
which are not held by Armworth and will remain open for acceptance, subject to
the condition and terms of the Offers, (i) until 3pm on the twenty first day
after the date of posting of the Offer Document or (if that day is a Saturday,
Sunday or Public Holiday) on the next succeeding business day or (ii) such later
date as Armworth may, subject to the City Code, decide.
Financing Arrangements
Hichens is satisfied that Armworth has sufficient financial resources to
implement the Offers in full which would involve a maximum cash payment of
approximately #35,551,926.
Armworth's Offers, together with details of the procedure for acceptance will be
sent to Shareholders as soon as practical
Sources: The percentages of issued share capital have been calculated on the
basis of information obtained from Capita Registrars.
Enquiries:
Christian Dennis/Daniel Briggs
Hichens, Harrison & Co. plc
Tel: 020 7588 5171
1. Hichens, Harrison & Co. plc is authorised and regulated by the
Financial Services Authority.
2. The Offer is not being made directly or indirectly in, intothe United
States, Canada, Australia or Japan. Accordingly copies of this announcement are
not being, and must not be, mailed or otherwise distributed or sent in into or
from the United States, Canada, Australia or Japan. The availability of the
Offers to persons outside the United Kingdom may be affected by the laws of
other jurisdictions. Such persons should inform themselves about and observe
any applicable requirements of those jurisdictions.
3. This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities. END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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