TIDMBOCH
RNS Number : 6667W
LSF XI Investments LLC
19 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE
2.4 OF THE IRISH TAKEOVER PANEL ACT, TAKEOVER RULES 2013 ("IRISH
TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES AND THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS
ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
19 August 2022
LSF XI Investments LLC ("Lone Star")
Statement regarding possible offer for Bank of Cyprus Holdings
plc ("Bank of Cyprus" or "the Company")
Lone Star notes the market speculation regarding Bank of Cyprus
and confirms that it made a cash proposal to the Board of Bank of
Cyprus to acquire the issued, and to be issued, share capital of
the Company at a price of 1.51 Euro per share (the "Possible
Offer"). The Possible Offer was rejected by the board of Bank of
Cyprus .
There can be no certainty that any offer will be made, nor as to
the terms on which any such offer might be made.
In accordance with Rule 2.6(a) of the Irish Takeover Rules, Lone
Star must, by no later than 5.00 p.m. on 30 September 2022, either
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Rules or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Rules applies. This
deadline may be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Rules.
Pursuant to Rule 2.5 of the Irish Takeover Rules , Lone Star
reserves the right to vary the form and / or mix of the offer
consideration and vary the transaction structure. Lone Star also
reserves the right to amend the terms of any offer (including
making the offer on less favourable terms or at a lower price than
1.51 Euro per share):
a) with the recommendation or consent of the Bank of Cyprus Board;
b) if Bank of Cyprus announces, declares or pays any dividend or
any other distribution or return of value to its shareholders after
the date of this announcement, in which case Lone Star reserves the
right to make an equivalent adjustment to its proposed offer;
c) following the announcement by Bank of Cyprus of a whitewash
transaction pursuant to the Irish Takeover Rules; or
d) if a third party announces a firm intention to make an offer
for Bank of Cyprus on less favourable terms or at a lower price
than 1.51 euro per share.
A further announcement will be made as and when appropriate.
Enquiries:
Lone Star Tel: +1 (212) 849 9662
C hristina Pretto Mob: +1 (917) 499
4260
Important Notices
The directors of Lone Star accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors (who have taken all
reasonable care to ensure that such is the case), 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.
Further Information
This announcement does not constitute an offer to sell or
invitation to purchase any securities. The release, publication or
distribution of this announcement in certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions into
which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Applicable takeover regulations
Any offer, if made, is expected to be implemented by way of a
scheme of arrangement and therefore will be subject to the Irish
Takeover Rules. However, Lone Star reserves its right to implement
any offer by way of a takeover offer, in which case the Irish
Takeover Panel and the Cyprus Securities and Exchange Commission
will have shared jurisdiction in accordance with the EU Takeover
Directive (2004/25/EC).
Disclosure Requirements under the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is
interested in 1% 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, wholly 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 Irish Takeover Rules applies must
be made by no later than 3.30 pm (Irish time) on the tenth business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (Irish time) on the tenth
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 Irish Takeover Rules, any person who
is, or becomes, interested in 1% 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Irish Takeover Rules. A Dealing
Disclosure by a person to whom Rule 8.3(b)of the Irish Takeover
Rules applies must be made by no later than 3.30 pm (Irish 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 Irish Takeover Rules.
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 Rule 8 of the Irish
Takeover Rules).
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie
.
If you are in any doubt as to whether or not you are required to
make an Opening Position Disclosure or a Dealing Disclosure, please
consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020; fax number +353 1 678 9289.
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END
OFDZKLFFLVLEBBL
(END) Dow Jones Newswires
August 19, 2022 10:56 ET (14:56 GMT)
Bank Of Cyprus Holdings ... (LSE:BOCH)
過去 株価チャート
から 6 2024 まで 7 2024
Bank Of Cyprus Holdings ... (LSE:BOCH)
過去 株価チャート
から 7 2023 まで 7 2024
