RNS Number:4957U
Terrace Hill Group PLC
21 January 2004
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan
CASH OFFER
with
SHARE ALTERNATIVE
by
TERRACE HILL GROUP PLC ("Terrace Hill")
to acquire the entire issued share capital of
SERAH PROPERTIES PLC ("Serah")
(not already owned or controlled by TH Holders)
21 January 2004
Summary
The board of Terrace Hill announce the terms of a Cash Offer and a
Share Alternative to be made by Terrace Hill to acquire the entire issued and to
be issued share capital of Serah not already owned or controlled by TH Holders
being a subsidiary of, and the spouse of a director of, Terrace Hill.
The Cash Offer and the Share Alternative are as follows:
1. THE CASH OFFER
A price of 66.3p in cash for each Serah Share
On the basis that (i) no further shares in the capital of Serah are
allotted or issued while the Cash Offer remains open for acceptance and (ii)
there is not included in the calculation of the maximum value of the Cash Offer
the 710,334 Serah Shares owned or controlled by the TH Holders, the maximum cash
consideration payable under the Cash Offer is #1,070,130.
2. THE SHARE ALTERNATIVE
Serah Shareholders who validly accept the Cash Offer may elect to
receive all or part of their consideration to which they would otherwise be
entitled under the Cash Offer in New Terrace Hill Shares on the following basis:
-
A price of 75p for each Serah Share to be satisfied by the issue of
2.5 New Terrace Hill Shares at a price of 30p each for each Serah Share and so
in proportion for any greater or any lesser number of Serah Shares.
No fraction of a New Terrace Hill Share will be allotted or issued
to Serah Shareholders and their entitlements will be rounded down to the nearest
whole number of New Terrace Hill Shares.
This summary should be read in conjunction with the full text of this
announcement. The conditions and certain terms of the Cash Offer and the Share
Alternative are set out in Appendix 1 of this announcement.
Enquiries:
Terrace Hill Group PLC Ross Macdonald (Joint Managing Director)
Tel: 0141 332 2014
Mercantile Securities (Scotland) Limited Mandy Kelly
(Advisers to Terrace Hill Group PLC) Tel: 0141 332 5678
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Cash Offer and the Share Alternative or otherwise.
The Cash Offer and the Share Alternative will not be made, directly or
indirectly, in or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States, Canada, Australia or Japan
and the Cash Offer and the Share Alternative cannot be accepted by any such use,
means, instrumentality or facility or from within any of these countries.
Accordingly, none of the Offer Document, the accompanying Form of Acceptance,
this announcement nor any related offering documents are being, and must not be,
mailed or otherwise distributed or sent in, into or from, the United States,
Canada, Australia or Japan. Doing so may render invalid any purported
acceptance of the Cash Offer and/or the Share Alternative.
The contents of this announcement have been approved for the purposes of Section
21 of The Financial Services and Markets Act 2000 by Mercantile Securities
(Scotland) Limited, which is authorised and regulated in the United Kingdom by
The Financial Services Authority.
Mercantile Securities (Scotland) Limited is acting exclusively for Terrace Hill
and for no one else in connection with the Cash Offer and the Share Alternative
and is not advising any other person or treating any other person as its client
in relation thereto, and will not be responsible to any other persons than
Terrace Hill for providing the protections afforded to customers of Mercantile
Securities (Scotland) Limited nor for giving advice in relation to the Cash
Offer and the Share Alternative, the contents of this announcement or any other
matters referred to herein.
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan
CASH OFFER
with
SHARE ALTERNATIVE
by
TERRACE HILL GROUP PLC ("Terrace Hill")
to acquire the entire issued share capital of
SERAH PROPERTIES PLC ("Serah")
(not already owned or controlled by TH Holders)
21 January 2004
INTRODUCTION
The board of Terrace Hill announce the terms of a Cash Offer and a Share
Alternative to be made by Terrace Hill to acquire the entire issued share
capital of Serah not already owned or controlled by TH Holders being PCG
Investments Limited, a subsidiary of, and Mrs S.L.L. Adair, wife of the Chairman
of, Terrace Hill, who may be considered to be acting in concert with Terrace
Hill.
The TH Holders beneficially own or control 710,334 Serah Shares, representing
30.56% of the issued share capital of Serah.
In addition, Terrace Hill has received an irrevocable undertaking to accept the
Cash Offer from Ballast Wiltshier Investments Limited (in administration) acting
through their Joint Administrators. Ballast Wiltshier Investments Limited own
633,802 Serah Shares, representing 27.27% of the issued share capital of Serah.
THE CASH OFFER
The Cash Offer, which will be subject to the terms and conditions set out in
Appendix 1 and more particularly set out in the Offer Document, will be made on
the following basis:
A price of 66.3p in cash for each Serah Share
On the basis that (i) no further shares in the capital of Serah are allotted or
issued while the Cash Offer remains open for acceptance and (ii) there is not
included in the calculation of the maximum value of the Cash Offer the 710,334
Serah Shares owned or controlled by the TH Holders, the maximum cash
consideration payable under the Cash Offer is #1,070,130. The Cash Offer values
the entire issued share capital of Serah at #1,541,081.
The Serah Shares to be acquired under the Cash Offer will be acquired fully
paid, free from all liens, equities, charges and encumbrances and other
interests of any nature whatsoever and together with all rights now and
hereafter attaching to them, including the right to receive and retain all
dividends and other distributions (if any) declared, paid or made on or after
the date of this announcement.
THE SHARE ALTERNATIVE
Serah Shareholders who validly accept the Cash Offer may elect to receive all or
part of their consideration to which they would otherwise be entitled under the
Cash Offer in New Terrace Hill Shares on the following basis:
A price of 75p for each Serah Share to be satisfied by the issue of 2.5 New
Terrace Hill Shares at a price of 30p each for each Serah Share and so in
proportion for any greater or any lesser number of Serah Shares.
No fraction of a New Terrace Hill Share will be allotted or issued to Serah
Shareholders and their entitlements will be rounded down to the nearest whole
number of New Terrace Hill Shares.
The New Terrace Hill Shares to be issued in connection with the Share
Alternative will be issued credited as fully paid and will rank pari passu in
all respects, with existing Terrace Hill Shares. However, the New Terrace Hill
Shares will not rank for the final dividend for the financial period ended 31
October 2003. The New Terrace Hill Shares will rank for any dividends declared
in respect of any period ending after 31 October 2003.
MARKET QUOTATIONS
The following table shows the middle market AiM quotations for Terrace Hill
Shares, as derived from the Official List, on 20 January 2004, being the last
practicable date prior to the publication of this announcement, and also on the
first business day in each of the six months prior to the date of this
announcement:
Date
Price(p)
20 January 2004 32.5
2 January 2004 25.75
1 December 2003 25.75
3 November 2003 26
1 October 2003 25.5
1 September 2003 25.5
1 August 2003 18.75
Application will be made for the New Terrace Hill Shares to be admitted to
trading on AiM.
THE ALTERNATIVE INVESTMENT MARKET (AiM)
AiM is a market designed primarily for emerging or smaller companies to which a
higher investment risk than that associated with larger and more established
companies tends to be attached. A prospective investor should be aware of the
potential risks in investing in such companies and should elect for the Share
Alternative only after careful consideration and consultation with his or her
own independent financial adviser.
The rules of AiM are less demanding than those of the Official List. It is
emphasised that no application will be made for admission of the New Terrace
Hill Shares to the Official List.
It is impossible to predict how tradeable the New Terrace Hill Shares will be,
whether and to what extent there will be liquidity in the New Terrace Hill
Shares, and/or at what price the New Terrace Hill Shares will be traded. The
price of Terrace Hill Shares can go down as well as up and a Serah Shareholder
may not get back the amount of the Cash Offer. The Share Alternative may not be
suitable for all recipients and Serah Shareholders should seek their own
independent financial advise.
INTERESTS IN SERAH
Mrs S.L.L. Adair acquired 2,687 Serah Shares on 22 September 1999 from her
husband RFM Adair, Chairman of Terrace Hill, who held them since 18 May 1992.
PCG Investments Limited, a subsidiary of Terrace Hill, acquired 707,647 Serah
Shares on 12 November 1999 pursuant to a partial offer made generally to
shareholders of Serah on 15 September 1999. Mr N J C Turnbull, Joint Managing
Director of Terrace Hill, is a director of Serah.
INFORMATION ON SERAH
Serah is a company incorporated in Scotland under the Companies Act with
registered number 136509.
Serah is now a commercial property developer whose shares are not traded on any
market.
The audited accounts for the financial period of Serah to 31 March 2003 disclose
a Loss on Ordinary Activities before Taxation of #47,851 and Net Assets of
#3,405,072.
Serah has no employees.
INFORMATION ON TERRACE HILL
Terrace Hill was created by the merger of CapitalTech PLC with Westview Group
Limited and Westview Investments Limited, whose principal operating subsidiary
is Terrace Hill Limited.
Terrace Hill's activities are focused on (a) direct commercial property
development including offices, retail, industrial, leisure and mixed use schemes
with acquisitions and development undertaken on both a speculative and pre-let
basis and (b) property investment, both residential and commercial.
For the 12 month period to 30 April 2003, Terrace Hill issued an unaudited
interim report (having extended its financial year end to 31 October 2003); that
report showed Turnover of #13,961,000 and Profit on Ordinary Activities before
Taxation of #2,220,000. The Consolidated Net Assets of Terrace Hill at 30 April
2003 were #43,168,000.
FINANCING ARRANGEMENTS
As at the date of this announcement there are 2,324,406 Serah Shares in issue.
Terrace Hill and the above parties who may be deemed to be acting in concert
with it own or control 710,334 Serah Shares. Accordingly, full acceptance of
the Cash Offer would require the payment by Terrace Hill of a maximum of
#1,070,130 in cash.
The funds required to make the cash payment under the Cash Offer in any of the
circumstances outlined above will be financed out of cash resources of Terrace
Hill.
Mercantile Securities is satisfied that the necessary cash resources are
available to Terrace Hill to satisfy full acceptance in cash of the Cash Offer.
TERMS OF THE OFFER
The conditions and terms of the Cash Offer and the Share Alternative are
contained in Appendix 1 of this announcement and will be contained in the Offer
Document.
OFFER DOCUMENT
The Offer Document and Form of Acceptance will be posted to Serah Shareholders
shortly and in any event within 28 days of this announcement.
General
(a) The Cash Offer and the Share Alternative will remain open for
acceptance for at least 21 days from the date of the Offer Document.
(b) In addition, on receipt of sufficient acceptances under the Cash
Offer and the Share Alternative, Terrace Hill intends to exercise its rights
under the provisions of sections 428 to 430F of the Act to acquire compulsorily
any outstanding Serah Shares. Under the said provisions, Terrace Hill will,
upon having acquired or contracted to acquire by virtue of acceptance of the
Cash Offer and the Share Alternative, 90 per cent or more in value of the Serah
Shares to which the Cash Offer and the Share Alternative relates, notify holders
of any outstanding Serah Shares that it wishes to acquire such shares. Upon
such notices being issued, the procedure stipulated in the above mentioned
provisions of the Companies Act would apply, and barring any intervention by a
competent court, Terrace Hill will be entitled to acquire compulsorily all
outstanding Serah Shares.
(c) The definitions of certain expressions used in this announcement are
contained in Appendix 2.
(d) This announcement does not constitute an offer or invitation to
purchase any securities or a solicitation or an offer to buy any securities,
pursuant to the Cash Offer and the Share Alternative or otherwise.
(e) The making of the Cash Offer and the Share Alternative in, or to
persons resident in or nationals of or citizens of, jurisdictions outside the
United Kingdom or to persons who are nominees of, or custodians or trustees for,
citizens or nationals of other countries ("Overseas Shareholders"), may be
affected by the laws of the relevant jurisdictions. Overseas Shareholders
should inform themselves about and observe any applicable legal or regulatory
requirements in relation to the Cash Offer and the Share Alternative.
(f) Mercantile Securities, which is authorised and regulated in the
United Kingdom by The Financial Services Authority, is acting exclusively for
Terrace Hill and for no one else in connection with the Cash Offer and the Share
Alternative and is not advising any other person or treating any other person as
its client in relation thereto, and will not be responsible to any other persons
than Terrace Hill for providing the protections afforded to customers of
Mercantile Securities, nor for giving advice in relation to the Cash Offer and
the Share Alternative.
(g) The Cash Offer and the Share Alternative will not be made directly or
indirectly, in or into or by use of the mail of, or by any means or
instrumentality (including, without limitation, by means of facsimile or
electronic transmission, telephone or internet) of interstate or foreign
commerce of, or any facilities of a securities exchange of, or in or into, the
United States, Canada, Japan or Australia. Accordingly, none of the Offer
Document, the Form of Acceptance, this announcement nor any related documents
are being mailed, published or otherwise distributed or sent to, into or from
the United State, Canada, Australia or Japan and persons receiving such
documents (including without limitation, custodians, trustees and nominees) must
not distribute or send them, directly or indirectly, in, into or from the United
States, Canadian, Japanese or Australian mails or any such means or
instrumentality or facility for any purpose, directly or indirectly, in
connection with the Cash Offer and the Share Alternative. Doing so may
invalidate any related purported acceptances of the Cash Offer and the Share
Alternative. Persons wishing to accept the Cash Offer and the Share Alternative
must not use such mails or any such means or instrumentality or facility
directly or indirectly for any purpose directly or indirectly related to
acceptance of the Cash Offer and the Share Alternative.
(h) The Directors of Terrace Hill accept responsibility for the
information in this announcement. To the best of the knowledge and belief of
the Terrace Hill Directors (who have taken all reasonable care to ensure that
such is the case), such information contained herein for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
(i) Terrace Hill and parties who may be deemed to be acting in concert
with it own or control 710,334 Serah Shares being 30.56% of the issued share
capital of Serah.
Save for 2,687 Serah Shares held by Mrs S L L Adair and referred to
in this announcement, none of the Terrace Hill Directors holds or has control of
any of the Serah Shares.
(j) Terrace Hill has received an irrevocable commitment to accept the
Cash Offer from Ballast Wiltshier Investments Limited (in administration) acting
by Nick Edwards and Nick Dargan, Partners in Deloitte & Touche LLP, 180 Strand,
London who were appointed Joint Administrators of Ballast Wiltshier Investments
Limited on 15 October 2003.
Ballast Wiltshier Investments Limited own 633,802 Serah Shares
representing 27.27% of the entire issued share capital of Serah.
(k) Neither Terrace Hill nor any person acting in concert with Terrace
Hill holds any option to purchase shares in Serah. None of the Terrace Hill
Directors holds any option to purchase shares in Serah.
(l) There are no arrangements between Terrace Hill nor any person acting
in concert with Terrace Hill and any other person in respect of any securities
of Serah.
(m) There are no outstanding derivatives referring to securities in Serah
entered into by Terrace Hill or any person acting in concert with Terrace Hill.
APPENDIX 1
Conditions and certain further terms of the Cash Offer and the Share Alternative
The Cash Offer and the Share Alternative will be subject to the following
conditions:-
1. Valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00pm on the First Closing Date of the Cash Offer (and/or the
Share Alterative) (or such later time(s) and/or date(s) as Terrace Hill may,
subject to the provisions of the City Code, decide) in respect of such number of
Serah Shares which, together with Serah Shares acquired or agreed to be acquired
by Terrace Hill or parties acting in concert with it, will result in Terrace
Hill and any party acting in concert with it holding Serah Shares which together
carry more than 50% of the voting rights normally exercisable at general
meetings of Serah by all Serah Shareholders, including for this purpose, to the
extent (if any) required by the Panel, any voting rights attaching to Serah
Shares which are unconditionally allotted or issued before the Cash Offer (and/
or the Share Alternative) becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of conversion or subscription rights or
otherwise): and, for this purpose, Serah Shares which have been unconditionally
allotted, shall be deemed to carry the voting rights which they will carry on
issue.
2. The Directors of Serah registering transfers in favour of Terrace Hill
in respect of Serah Shares for which valid acceptances of the Cash Offer (and/or
Share Alternative) are received.
3. In respect of the Share Alternative only, satisfaction by the issue of
New Terrace Hill Shares is conditional upon the admission of such shares to
trading on AiM; in the event that such shares are not so admitted to trading by
the due date for satisfaction of the consideration, in respect of Serah Shares
for which the Share Alternative has been elected, cash consideration of 66.3p
per Serah Share will be paid.
Further terms of the Cash Offer and the Share Alternative
1. The Cash Offer and the Share Alternative will lapse (unless otherwise
agreed with the Panel) if the proposed acquisition of Serah Shares is referred
to the Competition Commission before 3.00 p.m. on whichever is the later of the
First Closing Date of the Cash Offer and the Share Alternative and the date when
the Cash Offer and the Share Alternative is declared or becomes unconditional.
2. The Cash Offer and the Share Alternative will lapse if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EEC) 4064/89 or following a referral by the European Commission to a
competent authority in the United Kingdom, there is a subsequent reference to
the Competition Commission before 3.00 p.m. on whichever is the later of the
First Closing Date of the Cash Offer and the Share Alternative and the date when
the Cash Offer and the Share Alternative is declared or becomes unconditional.
3. If the Cash Offer and the Share Alternative lapses for any reason,
accepting Serah Shareholders and Terrace Hill will cease to be bound by any Form
of Acceptance submitted before the time when the Cash Offer and the Share
Alternative lapses.
4. The Serah Shares will be acquired by Terrace Hill fully paid up and
free from all liens, equities, charges, encumbrances and other third party
rights and/or interest and together with all rights now or hereafter attaching
thereto, including the right to receive and retain all dividend, interest and
other distributions declared, made or payable after the date of this
announcement.
5. The Cash Offer and/or the Share Alternative will extend to all Serah
Shares other than the Serah Shares already owned by Terrace Hill and any person
acting or deemed to be acting in concert with it.
APPENDIX 2
DEFINITIONS
"acting in concert" "persons acting in concert comprise persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the
acquisition by any of them of shares in a company, to obtain or consolidate
control (as defined below) of that company.
Without prejudice to the general application of this definition, the following
persons will be presumed to be persons acting in concert with other persons in
the same category unless the contrary is established:-
(1) a company, its parent, subsidiaries and fellow
subsidiaries, and their associated companies, and companies of which such
companies are associated companies, all with each other (for this purpose
ownership or control of 20% or more of the equity share capital of a company
is regarded as the test of associated company status);
(2) a company with any of its directors (together with their
close relatives and related trusts);
(3) a company with any of its pension funds;
(4) a fund manager (including an exempt fund manager) with any
investment company, unit trust or other person whose investments such fund
manager manages on a discretionary basis, in respect of the relevant
investment accounts;
(5) a financial or professional adviser (including a
stockbroker) with its client in respect of the shareholdings of the adviser
and persons controlling, controlled by or under the same control as the
adviser (except in the capacity of an exempt market-maker); and
(6) directors of a company which is subject to an offer or
where the directors have reason to believe a bona fide offer for their company
may be imminent"
- as defined by the City Code
"AiM" the Alternative Investment Market of the London Stock Exchange
"Australia" the Commonwealth of Australia, its territories and possessions and all areas
subject to its jurisdiction and any political subdivision thereof
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political subdivision thereof
"Cash Offer" the offer of 66.3p in cash for each Serah Share by Terrace Hill to acquire the
entire issued and to be issued share capital of Serah (other than those Shares
already owned or controlled by TH Holders) on the terms and subject to the
conditions set out in the Offer Document and the Form of Acceptance
"City Code" or "Code" the City Code on Takeovers and Mergers
"Companies Act" or "the Act" the Companies Act 1985 (as amended)
"Document" or "Offer Document" the document containing the terms and conditions of the Cash Offer and the
Share Alternative to be sent to Serah Shareholders
"First Closing Date" the date falling 21 days after the date of the Offer Document
"Form of Acceptance" the form of acceptance and authority relating to the Cash Offer and the Share
Alternative which will accompany the Offer Document
"Japan" Japan, its cities and prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange PLC
"Mercantile Securities" Mercantile Securities (Scotland) Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority and has its registered
address at 144 West George Street, Glasgow G2 2HG
"New Terrace Hill Shares" the new ordinary shares in Terrace Hill to be issued pursuant to the Share
Alternative; these shares of 2p nominal value will rank pari passu in all
respects, including in respect of dividends, declared in respect of any period
ending after 31 October 2003, with effect from their date of issue with the
existing issued ordinary shares of 2p nominal value in the capital of Terrace
Hill.
"Official List" the London Stock Exchange Daily Official List
"Panel" The Panel on Takeovers and Mergers
"Recognised Investment Exchange" any investment exchange operating in the United Kingdom recognised by the
Financial Services Authority as a Recognised Investment Exchange
"Serah" SERAH Properties PLC incorporated under the Companies Act with company number
SC136509 and having its registered office at 144 West George Street, Glasgow
G2 2HG
"Serah Shareholders" holders of Serah Shares
"Serah Shares" or "Shares" the existing issued and fully paid 2,324,406 ordinary shares of 50p each
nominal value in Serah
" Share Alternative" the alternative under which holders of Serah Shares who validly accept the
Cash Offer by Terrace Hill may elect to receive New Terrace Hill Shares
instead of all or part of the cash consideration otherwise payable to them.
"Terrace Hill" Terrace Hill Group PLC incorporated under the Companies Act with company
number SC149799 and having its registered office at James Sellars House, 144
West George Street, Glasgow, G2 2HG
"Terrace Hill Directors" or "Board the directors of Terrace Hill
of Terrace Hill"
"Terrace Hill Shares" the existing issued and fully paid 153,975,407 ordinary shares of 2p each
nominal value in Terrace Hill and, where the context admits any New Terrace
Hill Shares to be issued pursuant to the Share Alternative
"TH Holders" Terrace Hill, PCG Investments Limited and Mrs S L L Adair
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" or "USA" the United States of America, (including the state of the United States of
America and District of Columbia) its territories and possessions, all other
areas subject to its jurisdiction and any political sub-division thereof
Throughout this document the masculine gender shall include the feminine and the
singular shall include the plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFILFIRLRILFIS