Offer Lapsed for Rugby Estates Investment Trust
November 25 2009 - 2:33AM
UK Regulatory
TIDMTCF TIDMRUGB
RNS Number : 0450D
Laxey Partners Ltd
25 November 2009
25 November 2009
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
LAPSE OF OFFER FOR RUGBY ESTATES INVESTMENT TRUST PLC
BY TERRA INVESTMENTS
LIMITED
(ON BEHALF OF ITSELF AND THE OTHER JOINT OFFERORS)
Terra Catalyst Fund (AIM: TCF) today announces that the mandatory cash offer
(the "Offer") by Terra Investments Limited ("TIL") for the share capital of
Rugby Estates Investment Trust PLC ("Rugby") had not become or been declared
unconditional as to acceptances by 1.00 p.m. on 24 November 2009, being the
first closing date of the Offer, and accordingly the Offer has lapsed with
immediate effect and is no longer capable of acceptance. All acceptances of the
Offer received to date are void.
Commenting, Colin Kingsnorth of Laxey Partners Limited said:
"As we have pointed out, the 41p cash offer was a City Code requirement
following our opportunistic purchase of a significant stake in Rugby. We note
the level of acceptances and appreciate the support. We are keen to realise our
investment in the most sensible and effective manner and believe that our
interests are aligned with those of other shareholders. We agree with the board
that the most likely strategy will either be a third party offer and/or merger,
or an orderly realisation of assets. We believe that the portfolio could be
substantially realised within 12 months and that a strategy should be agreed
upon before the end of January to deliver value in the most effective way
possible for all shareholders."
Level of acceptances
As at 1.00 p.m. on 24 November 2009, being the closing date of the Offer, valid
acceptances of the Offer had been received in respect of a total of 5,069,377
Rugby Shares (representing approximately 8.60 per cent of the issued share
capital of Rugby). No acceptances had been received from persons acting in
concert with the Joint Offerors nor were any Rugby Shares subject to an
irrevocable commitment or a letter of intent procured by the Joint Offerors or
any of their respective associates.
Enquiries to:
Terra Catalyst Fund
Mike Haxby, Director
www.terracatalystfund.com Tel: +44
(0) 1624 690 900
Quintillion Limited
Eoghan McAteer Tel: + 353 (1) 523 8022
Fairfax I.S. PLC
James King / Gillian McCarthy Tel: +44 (0) 20 7598 5368
Holdings and dealings
The interests of the Joint Offerors in relevant securities of Rugby are as
follows:
+----------------------------------------------+--------------+--------------+
| Name | No of Rugby | Percentage |
| | Shares | of issued |
| | | share |
| | | capital of |
| | | Rugby |
+----------------------------------------------+--------------+--------------+
| TIL | 10,670,000 | 18.10 |
+----------------------------------------------+--------------+--------------+
| LPAlternative LP | 1,170,816 | 1.99 |
+----------------------------------------------+--------------+--------------+
| LP Value Ltd | 1,927,110 | 3.27 |
+----------------------------------------------+--------------+--------------+
| Laxey Universal Value LP | 341,004 | 0.58 |
+----------------------------------------------+--------------+--------------+
| Terra Catalyst Fund | 2,937,184 | 4.98 |
+----------------------------------------------+--------------+--------------+
| Terra Catalyst, LP | 597,232 | 1.01 |
+----------------------------------------------+--------------+--------------+
| LACV Limited | 1,062,784 | 1.80 |
+----------------------------------------------+--------------+--------------+
| LACMA Limited | 802,000 | 1.36 |
+----------------------------------------------+--------------+--------------+
The interests of persons acting in concert (including connected advisers) with
the Joint Offerors in relevant securities of Rugby are as follows:
+----------------------------------------------+--------------+--------------+
| Name | No of Rugby | Percentage |
| | Shares | of issued |
| | | share |
| | | capital of |
| | | Rugby |
+----------------------------------------------+--------------+--------------+
| Laxey Investors Limited | 489,371 | 0.83 |
+----------------------------------------------+--------------+--------------+
| LAXC Limited | 1,027,753 | 1.74 |
+----------------------------------------------+--------------+--------------+
The short positions held by persons acting in concert (including connected
advisers) with the Joint Offerors in relevant securities of Rugby are as
follows:
+---------------------------------+--------------+--------------+--------------+
| Name | Period short | Number of | Percentage |
| | position | Rugby Shares | of issued |
| | created | in which | share |
| | | short | capital of |
| | | positions | Rugby |
| | | are held | |
+---------------------------------+--------------+--------------+--------------+
| Fairfax I.S. PLC | 18 August | 143,500 | 0.24 |
| | 2009 to 13 | | |
| | October 2009 | | |
+---------------------------------+--------------+--------------+--------------+
General
The directors of TIL and the Laxey Principals accept responsibility for the
information contained in this Announcement. To the best of the knowledge and
belief of the directors of TIL and the Laxey Principals, the information
contained in this Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information. Terms defined in the
offer document from TIL (acting on its own behalf and those of the other Joint
Offerors) dated 3 November 2009 (the "Offer Document") shall have the same
meaning in this Announcement.
As the Offer has now lapsed, (i) in respect of Rugby Shares held in certificated
form, share certificate(s) and/or other document(s) of title will be returned by
post (or by such other method as the Panel may approve) by 8 December 2009, at
the risk of the Rugby Shareholder concerned, to the person or agent whose name
and address is set out in the relevant box of the Form of Acceptance or, if none
is set out, to the first-named holder at his registered address. No such
document will be sent to an address in a Restricted Jurisdiction; and (ii) in
respect of Rugby Shares held in uncertificated form, Capita Registrars will
shortly give TTE Instructions to Euroclear to transfer all Rugby Shares held in
escrow balances and in relation to which it is the Escrow Agent for the purposes
of the Offer to the original available balances of the Rugby Shareholders
concerned, and the giving of such instructions will constitute a full discharge
of the obligations of TIL to return such Rugby Shares.
NOTE TO EDITORS
Terra Catalyst Fund
Terra Catalyst Fund is a closed-ended Cayman Islands registered, exempted
company established to invest in listed property companies and funds in Europe,
with the objective of seeking to identify undervalued securities and actively
seeking to close the valuation gap between the value at which the security is
trading and its intrinsic value.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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