Posting of Offer Document
2010年6月16日 - 12:48AM
RNSを含む英国規制内ニュース (英語)
TIDMBRK TIDMBRG
RNS Number : 6706N
Brooks Macdonald Group PLC
15 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO
15 June 2010
RECOMMENDED CASH OFFER
for Braemar Group plc
by Brooks Macdonald Group plc
Posting of Offer Document
On 8 June 2010, Braemar Management, the Braemar Independent Directors and the
Board of Brooks Macdonald announced the terms of a recommended cash offer to be
made by Brooks Macdonald, to acquire the entire issued and to be issued share
capital of Braemar not subject to the Management Share Purchase Agreement. The
Offer price is 2.25 pence in cash for each Ordinary Share.
The Offer Document, which sets out the full details and terms of the Offer, is
today being posted to Braemar Shareholders and, for information only, to holders
of Braemar Share Options.
The first closing date of the Offer is at 1.00 p.m. (London time) on 6 July
2010.
To accept the Offer for Ordinary Shares held in certificated form, Braemar
Shareholders should complete, sign and return the Form of Acceptance, which
accompanies the Offer Document, in accordance with the instructions contained
therein and set out in the Offer Document.
To accept the Offer for Ordinary Shares held in uncertificated form (that is, in
CREST), Braemar Shareholders should follow the procedure for electronic
acceptance through CREST in accordance with the instructions set out in the
Offer Document.
Copies of the Offer Document, the Form of Acceptance and other documents on
display for the purposes of the Offer are available for inspection at the
offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT during usual
business hours Monday to Friday (public holidays excepted) while the Offer
remains open for acceptance.
In accordance with Rule 19.11 of the City Code, copies of this announcement, the
Offer Document and the Form of Acceptance are available for inspection, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, while the Offer remains open for acceptance on the following
websites: www.brooksmacdonald.com and www.braemar-group.co.uk.
Capitalised terms used but not defined in this announcement have the same
meaning given to them in the Offer Document.
Enquiries
Brooks Macdonald Group plc
Tel: +44(0)20 7499 6424
Chris Macdonald (Chief Executive)
Simon Jackson (Finance Director)
Braemar Group plc
Tel: +44(0)161 929 4969
Martin Robinson (Chairman)
Marc Duschenes (Chief Executive)
Braemar Independent Director
Tel: + 353 87 757 4857
Anthony McFarland
Collins Stewart Europe Limited
Financial adviser, Nomad and broker to Brooks Macdonald
Tel: +44(0)20 7523 8350
Bruce Garrow
Mark Connelly
Zeus Capital Limited
Financial adviser, Nomad and broker to Braemar
Tel: +44(0)161 831 1512
Alex Clarkson
Nick Cowles
Bankside Consultants
Financial PR adviser to Brooks Macdonald
Tel: +44(0)20 7367 8888
Simon Rothschild
Oliver Winters
Collins Stewart, which is authorised and regulated in the United Kingdom by the
FSA, is acting as financial adviser to Brooks Macdonald and no one else in
connection with the contents of this announcement, the Form of Acceptance
and the Offer, and will not be responsible to anyone other than Brooks Macdonald
for providing the protections afforded to the clients of Collins Stewart nor for
providing advice in connection with the Offer or any matter referred to
herein, or the Form of Acceptance.
Zeus Capital, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for Braemar and no one else in connection with the
matters set forth in this announcement, the Form of Acceptance and the Offer,
and accordingly, Zeus Capital will not be responsible to anyone other than
Braemar for providing the protections offered to clients of Zeus Capital nor for
providing advice in relation to the Offer, the contents of this announcement or
the Form of Acceptance.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely
through the Offer Document and, in the case of certificated Ordinary Shares, the
Form of Acceptance, which will together contain the full terms and conditions of
the Offer, including details of how to accept the Offer. Any acceptance or other
response to the Offer should be made only on the basis of the information
contained in the Offer Document and, in the case of certificated Ordinary
Shares, the Form of Acceptance.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons 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.
Unless otherwise determined by Brooks Macdonald, the Offer is not being, and
will not be, made, directly or indirectly, in or into or by the use of the mails
of, or by any other means or instrumentality (including, without limitation,
electronic mail, facsimile transmission, telex, telephone, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facility of a national securities exchange of any Restricted Jurisdiction (as
defined herein) and will not be capable of acceptance by any such use, means or
facility or from within any such Restricted Jurisdiction. Accordingly, unless
otherwise determined by Brooks Macdonald, copies of this announcement and any
other documentation relating to the Offer (including, without limitation, the
Form of Acceptance) are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Form of Acceptance (if
applicable) and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. It is the responsibility
of each Overseas Shareholder to inform himself, herself or itself about and
observe any applicable legal requirements.
No Overseas Shareholder receiving a copy of this announcement and/or the Form of
Acceptance and/or any other documentation relating to the Offer in a Restricted
Jurisdiction may treat the same as constituting an invitation or offer to him
and in such circumstances, this announcement and/or the Form of Acceptance
and/or any other documentation relating to the Offer are sent for information
only. It is the responsibility of any Overseas Shareholder receiving a copy of
this announcement and/or the Form of Acceptance and/or any other documentation
relating to the Offer in any jurisdiction outside the United Kingdom who wishes
to accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of that jurisdiction in connection with the Offer,
including obtaining any governmental, exchange control or other consents which
may be required, and compliance with any other necessary formalities which need
to be observed and the payment of any transfer or other taxes or duties that may
be or become due under the laws of such jurisdiction. Any such Overseas
Shareholder will be responsible for any such transfer or other taxes or duties
by whomsoever payable and Brooks Macdonald (and any person acting on behalf of
Brooks Macdonald) shall be fully indemnified and held harmless by such Overseas
Shareholder for any such transfer or other taxes or duties or other
requisite payments as Brooks Macdonald (and any person acting on behalf of
Brooks Macdonald) may be required to pay.
This announcement has been prepared for the purpose of complying with English
law and the 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.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
or more of any class of relevant securities of an offeree company or of any
paper 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 paper 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 paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. on the 10th business
day following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. on the 10th business day following the announcement in
which any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
1 per cent. or more of any class of relevant securities of the offeree company
or of any paper offeror must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any paper 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 paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. 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 paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
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).
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. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
The directors of Brooks Macdonald accept responsibility for the information
contained in this announcement other than that relating to Braemar. To the best
of their knowledge and belief (having taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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