TIDMBOCH
RNS Number : 4902Y
LSF XI Investments LLC
06 September 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 UNDER RULE 2.4 OF THE IRISH TAKEOVER
PANEL ACT, TAKEOVER RULES 2022 ("IRISH TAKEOVER RULES"). IT IS NOT
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE IRISH TAKEOVER RULES OR SECTION 6 OF THE CYPRIOT TAKEOVER
BIDS LAW OF 2007 (LAW 41(I)/2007). THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT
BE MADE.
For immediate release
6 September 2022
LSF XI Investments LLC ("Lone Star")
Update regarding possible offer for Bank of Cyprus Holdings plc
("Bank of Cyprus" or "the Company")
On 19 August 2022, following market speculation regarding Bank
of Cyprus, Lone Star confirmed that it had made a cash proposal to
the board of Bank of Cyprus to acquire the issued, and to be
issued, share capital of the Company (the "Possible Offer") and
that the Possible Offer had been rejected by the board of Bank of
Cyprus .
Following the rejection of the Possible Offer, Lone Star is
considering its options with regard to the possibility of making a
revised offer proposal to the Board of the Bank of Cyprus. Lone
Star recognises the Company's strategic significance to Cyprus. As
a global investor with a strong track record of investing in the
financial sector including Germany's IKB Deutsche Industriebank AG
and Portugal's Novo Banco SA, Lone Star takes its custodianship of
strategic financial institutions seriously as well as ensuring
businesses flourish under its ownership.
Lone Star has not determined at this time to make a revised
offer proposal to the Board of the Bank of Cyprus but confirms
that, if any revised offer proposal were to be made by it, it would
be for the acquisition by it of Bank of Cyprus by a scheme of
arrangement, an Irish statutory procedure, and not by "takeover
bid" as that term is defined under the Cypriot Takeover Bids Law of
2007 (Law 41(I)/2007). Lone Star has confirmed with the Cyprus
Securities and Exchange Commission that a transaction to acquire
Bank of Cyprus which proceeds by way of a scheme of arrangement
will be subject to the sole jurisdiction of the Irish Takeover
Panel under the Irish Takeover Rules.
As previously announced by Lone Star, 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. This deadline may be extended with the consent of the
Panel.
There is no certainty that any formal, firm offer to acquire
Bank of Cyprus will be made nor as to the terms on which any such
offer might be made.
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 (except that any
transaction will be implemented by scheme of arrangement). Lone
Star reserves the right to amend the terms of any offer (including
making the offer on less favourable terms or at a lower price than
EUR1.51 per share):
-- with the recommendation or consent of the Bank of Cyprus Board;
-- 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;
-- following the announcement by Bank of Cyprus of a whitewash
transaction pursuant to the Irish Takeover Rules; or
-- 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 EUR1.51 per share.
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.
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
OFDEALNKESKAEFA
(END) Dow Jones Newswires
September 06, 2022 10:59 ET (14:59 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
