TIDMSUH
RNS Number : 6256Y
FB Investors LLP
07 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
7 December 2017
RECOMMED PARTIAL CASH OFFER
by
FB INVESTORS LLP
for up to 67,393,960 ordinary shares, representing 70 per cent.
of the issued ordinary share capital, of
SUTTON HARBOUR HOLDINGS PLC
and
Proposed Share Subscription
Posting of the Partial Offer Document
On 23 November 2017, FB Investors LLP ("FB Investors") and
Sutton Harbour Holding plc ("SHH") jointly announced they had
reached agreement on the terms of a recommended partial cash offer
to be made by FB Investors to acquire up to 67,393,960 SHH Shares,
representing 70 per cent. of the issued ordinary share capital of
SHH, by way of a contractual offer under the Takeover Code at a
price of 29.5 pence per SHH Share (the "Partial Offer").
In addition, FB Investors and SHH also announced that they had
agreed the terms on which FB Investors would make a conditional
subscription for 9,322,034 new SHH Shares (the "Subscription
Shares"), representing approximately 8.83 per cent. of the enlarged
issued ordinary share capital of SHH following completion of the
Share Subscription and the Partial Offer, at a price of 29.5 pence
per Subscription Share, being the Offer Price (the "Share
Subscription").
FB Investors and SHH hereby announce that the offer document
relating to the Partial Offer, including the full terms of, and
conditions to, the Partial Offer (the "Partial Offer Document"),
together with a Form of Acceptance (in respect of SHH Shares held
in Certificated Form), and the Approval Form are being posted to
SHH Shareholders today, other than to certain Overseas Shareholders
in the circumstances permitted under the Takeover Code or in
accordance with any dispensation given by the Panel.
In addition, a Form of Proxy, for use in connection with a
general meeting of SHH (the "SHH General Meeting") to be convened
to propose certain resolutions required to be passed to enable the
Share Subscription to proceed is also being sent to SHH
Shareholders today. The Partial Offer Document contains a notice of
the SHH General Meeting, which has been convened for 10.00 a.m.
(London time) on 3 January 2018 at the New Continental Hotel,
Millbay Road, Plymouth PL1 3LD.
Information for SHH Shareholders
The Partial Offer will initially remain open for acceptance
until 1.00 p.m. (London time) on 2 January 2018.
To accept the Partial Offer
If you wish to accept the Partial Offer it is important that you
follow the instructions set out in paragraph 19 of Part 2 of the
Partial Offer Document:
If you hold your SHH Shares in Certificated Form:
If you hold your SHH Shares, or any of them, in Certificated
Form (that is, not in CREST), to accept the Partial Offer in
respect of all or some of those SHH Shares, you must follow the
procedure set out in paragraph 19.2 of the Letter from FB Investors
set out in Part 2 of the Partial Offer Document. In particular, you
must complete the personalised Form of Acceptance in accordance
with the instructions printed on it and return the completed Form
of Acceptance (along with your original share certificate(s) and/or
other document(s) of title) by post or by hand (during normal
business hours only) to Neville Registrars, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible
and, in any event, so as to be received by no later than 1.00 p.m.
(London time) on 2 January 2018. If you are posting in the UK, a
reply-paid envelope will be provided for your convenience.
If you hold your SHH Shares in Uncertificated Form:
If you hold your SHH Shares, or any of them, in Uncertificated
Form (that is, in CREST), to accept the Partial Offer in respect of
some or all of those SHH Shares, you must follow the procedure set
out in paragraph 19.3 of the Letter from FB Investors set out in
Part 2 of the Partial Offer Document so that the TTE Instruction
settles as soon as possible and, in any event, no later than 1.00
p.m. (London time) on 2 January 2018. If you hold your SHH Shares
as a CREST sponsored member, you should refer to your CREST Sponsor
as only your CREST Sponsor will be able to send the necessary TTE
Instruction to Euroclear.
To approve the Partial Offer
If you wish to approve the Partial Offer you must complete and
sign the Approval Form regardless of whether your SHH Shares are
held in Certificated Form or Uncertificated Form and return it by
post or by hand (during normal business hours only) to Neville
Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA as soon as possible and, in any event, so as to be received
by no later than 1.00 p.m. (London time) on 2 January 2018.
To vote at the SHH General Meeting
If you wish to vote at the SHH General Meeting in relation to
the Share Subscription you must complete and sign the Form of Proxy
and return it by post or by hand (during normal business hours
only) to Computershare Investors Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any
event, so as to be received by no later than 10.00 a.m. (London
time) on 29 December 2017.
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual (which can be viewed at
https://www.euroclear.com/). CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
Recommendation
The SHH Directors, who have been so advised by Rothschild as to
the financial terms of the Partial Offer, consider the terms of the
Partial Offer to be fair and reasonable. In providing advice to the
SHH Directors, Rothschild has taken into account the commercial
assessments of the SHH Directors.
Accordingly, the SHH Directors unanimously recommended that SHH
Shareholders:
-- approve (or procure the approval of) the Partial Offer in respect of their entire holding;
-- accept (or procure the acceptance of) the Partial Offer; and
-- vote (or procure the vote) in favour of the Resolutions at the SHH General Meeting.
Helpline
Acceptance and Approval of Partial Offer
If you require assistance in completing your Form of Acceptance
or Approval Form (or wish to obtain an additional Form of
Acceptance or Approval Forms), or have questions in relation to
either of these documents, including making an electronic
acceptance, please contact the Receiving Agent, Neville Registrars
Limited on +44 (0)121 585 1131. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 am - 5.00 pm, Monday to Friday
excluding public holidays in England and Wales. Different charges
may apply to calls from mobile telephones and calls may be recorded
and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Partial Offer
nor give any financial, legal or tax advice.
Share Subscription and SHH General Meeting
If you have any questions about this document insofar as it
relates to the Share Subscription, the Resolutions and/or the SHH
General Meeting, or are in any doubt as to how to complete, execute
and return the White Form of Proxy, please call Computershare
Investor Services PLC on +44 (0) 370 707 1326. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.00
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Computershare Investor Services PLC cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
General
Unless otherwise defined in this Announcement, capitalised terms
defined in the Partial Offer Document have the same meanings in
this Announcement.
This Announcement should be read by SHH Shareholders in
conjunction with the Partial Offer Document.
Enquiries:
FB Investors LLP via WH Ireland Limited
Philip Beinhaker
WH Ireland Limited
(Financial adviser to FB
Investors)
Mike Coe / Ed Allsopp 0117 945 3472
Sutton Harbour Holdings plc
Graham Miller, Chairman
Jason Schofield, Chief Executive
Officer 01752 204 186
Rothschild
(Financial adviser to Sutton
Harbour Holdings plc)
John Byrne / Andrew Graham
/ Tom Palmer 0207 280 5000
Arden Partners plc (Nominated
Adviser to Sutton Harbour
Holdings plc)
John Llewellyn-Lloyd / Benjamin
Cryer 0207 614 5900
DCA (Financial PR to Sutton
Harbour Holdings plc)
Philip Ranger 07768 534 641
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FB Investors and
no-one else in connection with the Partial Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than FB Investors for providing the protections
afforded to clients of WH Ireland or for providing advice in
relation to the Partial Offer, the contents of this Announcement or
any other matter referred to in this Announcement. WH Ireland has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context
in which it appears.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
SHH and no-one else in connection with the Partial Offer and other
matters described in this Announcement, and will not be responsible
to anyone other than SHH for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the
Partial Offer, the contents of this Announcement or any other
matter referred to herein. Rothschild has given, and not withdrawn,
its consent to the inclusion in this Announcement of the references
to its name and the advice it has given to SHH in the form and
context in which they appear.
Arden Partners plc ("Arden Partners"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as nominated adviser to SHH and no-one else
in connection with the Partial Offer and other matters described in
this Announcement, and will not be responsible to anyone other than
SHH for providing the protections afforded to clients of Arden
Partners or for providing advice in relation to the Partial Offer,
the contents of this Announcement or any other matter referred to
herein. Arden Partners has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name in
the form and context in which it appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED 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 PARTIAL OFFER IS BEING MADE
SOLELY BY MEANS OF THE PARTIAL OFFER DOCUMENT, WHICH CONTAINS THE
FULL TERMS AND CONDITIONS OF THE PARTIAL OFFER, AND, IN THE CASE OF
SHH SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY
DECISION, ACCEPTANCE OR APPROVAL IN RELATION TO THE PARTIAL OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE FORM OF
ACCEPTANCE (IF APPLICABLE). SHH SHAREHOLDERS ARE ADVISED TO READ
CAREFULLY THE PARTIAL OFFER DOCUMENT, THE APPROVAL FORM AND THE
FORM OF ACCEPTANCE (IF APPLICABLE), ONCE THEY HAVE BEEN
RECEIVED.
Forward looking statements
This Announcement contains certain statements that are, or may
be deemed to be, forward looking with respect to the financial
condition, results of operation(s) and business of FB Investors or
SHH and certain plans and objectives of the SHH Directors and the
FB Investors Executive Committee with respect thereto. These
forward looking statements can be identified by the fact that they
are prospective in nature and do not relate to historical or
current facts. Forward looking statements often, but not always,
use words such as "anticipate", "target", "expect", "estimate",
"budget", "scheduled", "forecasts", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of a similar meaning. These estimates are based on assumptions and
assessments made by the SHH Directors and/or the FB Investors
Executive Committee in light of their experience and their
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward looking statements in this Announcement could cause
actual results or developments to differ materially from those
expressed or implied by such forward looking statements. Although
the SHH Directors and the FB Investors Executive Committee believe
that the expectations reflected in such forward looking statements
are reasonable, neither FB Investors nor SHH, nor any of their
respective associates or directors, executive committee members,
officers or advisers, or any person acting on the behalf of FB
Investors or SHH provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this Announcement will actually
occur. Other than in accordance with their legal or regulatory
obligations (including under the AIM Rules, the Disclosure Guidance
and Transparency Rules and MAR), none of FB Investors, SHH, any
member of the FB Investors Group, any member of the SHH Group, nor
any member of the FB Investors Executive Committee nor any SHH
Director, nor any of their respective advisers, associates,
directors, executive committee members or officers is under any
obligation, and such persons expressly disclaim any intention or
obligation, to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
No undue reliance should therefore be placed on these forward
looking statements which speak only as at the date of this
Announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on
the 10(th) Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10(th) Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s), except to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this Announcement and availability of hard
copies
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover
Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on SHH's website at
www.suttonharbourholdings.co.uk and on FB Investors' website at
www.fbllp.co.uk by no later than 12 noon on the Business Day
following the date of this Announcement until the end of the Offer
Period.
Neither the content of FB Investors' nor SHH's websites nor the
content of any websites accessible from hyperlinks on such websites
(or any other websites) are incorporated into, or form part of,
this Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
In addition, a hard copy of this Announcement and any
information incorporated by reference in this Announcement may be
requested free of charge by contacting the Receiving Agent, Neville
Registrars Limited, on +44 (0)121 585 1131 or by writing to them at
Neville House, 18 Laurel Lane, Halesowen, West Midlands B63
3DA.
SHH Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Partial Offer should be in hard copy form.
The Partial Offer is subject to the provisions of the Takeover
Code.
SHH Shareholders outside the United Kingdom
The availability of the Partial 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 Partial Offer disclaim any responsibility
or liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Partial Offer
Document, the Form of Acceptance, the Form of Approval and/or any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons in such Restricted
Jurisdictions receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may violate the laws of such
jurisdictions and may make invalid any purported acceptance or
approval of the Partial Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Partial Offer by SHH
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other tax laws.
Each SHH Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Partial Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange, the AIM
Rules and the Takeover 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 of
jurisdictions outside England and Wales.
The Partial Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, New
Zealand, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and the Partial Offer will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction. Accordingly, copies of
this Announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, New Zealand, Japan, South Africa or any other Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may violate the
laws of such jurisdictions and may make invalid any purported
acceptance of the Partial Offer by persons in any such
jurisdiction.
Status of Announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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