Offer Update
July 23 2004 - 12:50PM
UK Regulatory
RNS Number:1879B
Hichens Harrison & Co PLC
23 July 2004
Recommended Cash Offers
by
Hichens, Harrison & Co. plc
on behalf of
Armworth House Limited, a wholly owned subsidiary
of Channel Hotels and Properties Limited
for
Property Acquisition and Management Limited
Not for release, publication or distribution in whole or in part in, into, or
from the United States, Canada, Australia or Japan.
Summary
* Further to the announcements made on 7th, 15th and 22nd
July 2004, the boards of Property Acquisition and Management Limited ("PAM") and
Armworth House Limited ("Armworth") are pleased to announce that they have
reached agreement on the terms of recommended cash offers for all of the issued
and to be issued ordinary shares and convertible redeemable preference shares of
PAM not owned by Armworth.
* Armworth currently owns 24,620,507 ordinary shares of 10p
each in PAM ("Ordinary Shares") constituting 44.29 per cent. of the issued
Ordinary Shares. Armworth currently owns 3,180,304 convertible redeemable
preference shares of #1 each in PAM ("Preference Shares") constituting 32.69 per
cent. of the issued Preference Shares. Armworth holds as a result 42.56 per
cent. of the total voting rights in PAM.
* The offer for the Ordinary Shares ("Ordinary Share Offer")
will be 101 pence in cash for each Ordinary Share and is made together with a
conditional special dividend of 4 pence per Ordinary Share to be declared by the
board of PAM ("Special Dividend").
* The payment of the Special Dividend is conditional upon the
acceptance condition to the Offers being satisfied, namely that Armworth and any
persons acting in concert with it acquire shares pursuant to the Offers which,
together with any such shares held by Armworth and any party acting in concert
with Armworth, carry in aggregate more than 50 per cent. of the voting rights
normally exercisable at general meetings of PAM. In the event that this
condition is not satisfied the Special Dividend will not be paid.
* Taking the 101 pence per Ordinary Share payable pursuant to
the Ordinary Share Offer and the Special Dividend together, the monies which may
be received by holders of Ordinary Shares represent an increase of 14.5 pence or
16 per cent. on the offer of 90.5 pence per Ordinary Shares recently announced
by Armworth.
* The offer for the Preference Shares ("Preference Share
Offer") will be 115 pence in cash for each Preference Share.
* As the Ordinary Share Offer and the Preference Share Offer
(together the "Offers") are being made pursuant to Rule 9 of the City Code on
Takeovers and Mergers ("City Code"), the Offers will become wholly unconditional
once valid acceptances have been received in respect of such number of Ordinary
Shares and Preference Shares which, together with any such shares already held
by Armworth, carry more than 50 per cent. of the voting rights exercisable at
general meetings of PAM.
* Settlement of the Offers and payment of the Special
Dividend shall take place within 14 days of the Offers becoming wholly
unconditional.
* The total consideration payable under the Offers, taken
together with the Special Dividend, amounts to #41.026 million. No offer is at
this time being made for the zero dividend preference shares in PAM ("ZDP Shares
") but Armworth has confirmed to the board of PAM that the rights of the ZDP
Shares will be respected.
* The Ordinary Share Offer price, including the Special
Dividend, represents a premium of 14 pence (15.4 per cent.) to the closing
mid-market price for each Ordinary Share on 6 July 2004, being the last business
day prior to the commencement of the offer period, and a premium of
approximately 29.5 pence (38.9 per cent.) to the average closing mid-market
price for each Ordinary Share on the first business day of each of the last six
months ending 1 July 2004.
* The Preference Share Offer price represents a premium of
5.5 pence (5 per cent.) to the closing mid-market price for each Preference
Share on 6 July 2004, being the last business day prior to the commencement of
the offer period, and a premium of approximately 10.2 pence (9.7 per cent.) to
the average closing mid-market price for each Preference Share on the first
business day of each of the last six months ending 1 July 2004.
* If the Offers become or are declared unconditional in all
respects, it is the intention of Armworth to seek a cancellation of the listing
and admission to trading on the London Stock Exchange and the Channel Islands
Stock Exchange of the Ordinary Shares and the Preference Shares. If successful
this would significantly reduce the liquidity and marketability of any Ordinary
Shares and Preference Shares not acquired pursuant to the Offers.
* The independent directors of PAM (being Quentin Spicer and
Richard Prosser) consider that the Offers and the Special Dividend more
adequately reflect the value of the PAM group's assets and that the Offers
provide shareholders with the opportunity to realise their investment for cash.
Accordingly, the independent PAM directors, who have been so advised by Insinger
de Beaufort, consider that the terms of the Offers should be recommended to PAM
shareholders and intend to unanimously recommend that PAM shareholders accept
the Offers.
* In providing its advice to the PAM directors, Insinger de
Beaufort has taken into account the commercial assessments of the independent
PAM directors.
* A further announcement setting out the full terms of the
Offers and the reasoning of the independent PAM directors for recommending the
same will be sent out shortly. However, set out below is the 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 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 shares
which together carry in aggregate more than 50 per cent. of the voting rights
normally exercisable at general meetings of PAM.
2 The Offers will lapse if the acquisition of Ordinary Shares and
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 Preference Shares
in issue before the Offers become or are declared unconditional and 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, Harrison & Co. plc is satisfied that Armworth has sufficient financial
resources to implement the Offers in full which would involve a maximum cash
payment of approximately #38,803,071 and is satisfied that there will be
sufficient reserves and cash resources available to meet the Special Dividend
payment in full.
The Offers, together with details of the procedure for acceptance, will be sent
to PAM shareholders as soon as practical.
Sources: The percentages of issued share capital have been calculated on the
basis of information obtained from Capita Registrars.
General Enquiries
Armworth:
Hichens, Harrison & Co Plc Christian Dennis (44) 207 588 5171
Daniel Briggs
PAM:
Insinger de Beaufort Peter Ward (44) 207 377 6161
The Offers will be made solely by the offer document and the form of acceptance
accompanying the offer document, which will contain the full terms and
conditions of the Offers as well as details of how to accept the Offers and
definitions of defined terms used herein. The offer document and the form of
acceptance will be posted to PAM shareholders as soon as practicable.
The availability of the Offers to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the offer document.
Unless otherwise determined by Armworth, the Offers will not be made, directly
or indirectly, in or into any restricted jurisdiction and the Offers will not be
capable of acceptance from or within any restricted jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
any restricted jurisdiction and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise distribute or send
it in, into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offers. Notwithstanding the foregoing, Armworth will retain
the right to permit the Offers to be accepted and any sale of securities
pursuant to the Offers to be completed if, in its sole discretion, it is
satisfied that the transaction in question can be undertaken in compliance with
applicable law and regulation.
Hichens, Harrison & Co. plc, which is regulated by the Financial Services
Authority in the United Kingdom, is acting as financial adviser to Armworth and
no one else in connection with the Offers and will not be responsible to anyone
other than Armworth for providing the protections afforded to clients of
Hichens, Harrison & Co. plc, nor for providing advice in relation to the Offers.
Insinger de Beaufort, which is regulated by the Financial Services Authority in
the United Kingdom, is acting as financial adviser to PAM and no one else in
connection with the Offers and will not be responsible to anyone other than PAM
for providing the protections afforded to clients of PAM nor for providing
advice in relation to the Offers.
This announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of an offer to buy any securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPPUUQCMUPCGQW
Paq Intl (LSE:PAQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Paq Intl (LSE:PAQ)
Historical Stock Chart
From Jul 2023 to Jul 2024
