TIDMFFA
RNS Number : 5071B
Pattington Limited
03 April 2013
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
3 April 2013
Recommended cash offer
by Pattington Limited ("Pattington")
for FFastFill Plc ("FFastFill")
COMPULSORY ACQUISITION OF THE REMAINING FFASTFILL SHARES
On 21 March 2013, Pattington announced that its recommended cash
offer for the entire issued and to be issued ordinary share capital
of FFastFill not already held by Pattington (the "Offer") had been
declared unconditional in all respects. The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document (the "Offer Document") posted to
FFastFill Shareholders on 21 February 2013.
The board of Pattington is pleased to announce that it now holds
or has agreed to acquire approximately 94.1% of FFastFill Shares to
which the Offer relates and intends to exercise its rights pursuant
to sections 979 to 991 (inclusive) of the Companies Act 2006.
Pattington now holds or has agreed to acquire approximately 95.5%
of the issued share capital of FFastFill.
Accordingly, Pattington will shortly be posting statutory
notices under section 980(1) of the Companies Act 2006 to FFastFill
Shareholders who have not yet validly accepted the Offer, informing
such FFastFill Shareholders that it will compulsorily acquire their
FFastFill Shares under the provisions of sections 979 to 991
(inclusive) of the Companies Act 2006. The compulsory acquisition
procedure is expected to be completed on or shortly after 16 May
2013.
As set out in its announcement on 21 March 2013 FFastFill has
applied to AIM for the cancellation of trading in FFastFill Shares
on AIM. Such cancellation is expected to take effect on 23 April
2013. Following such cancellation, Pattington also intends to
procure that FFastFill re-registers from a public limited company
to a private limited company under the relevant provisions of the
Companies Act 2006.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given prior to the closing of the
Offer to those FFastFill Shareholders who have not then accepted
the Offer.
Levels of acceptance
As at 1.00 p.m. (London time) on 2 April 2013, valid acceptances
had been received in respect of 382,727,563 FFastFill Shares,
representing approximately 94.1% of FFastFill Shares to which the
Offer relates.
Consideration
Settlement of the consideration due to FFastFill Shareholders
who have provided valid and complete acceptances under the Offer
will be despatched (or in respect of FFastFill Shares held in
uncertificated form, credited through CREST) within 14 days of the
date on which such valid acceptances are received or, in the case
of electronic acceptances, made.
Procedure for acceptance of the Offer
To accept the Offer in respect of certificated FFastFill Shares,
the Form of Acceptance must be completed, signed, witnessed and
returned together with a definitive share certificate(s) and/or
other document(s) of title to Capita Registrars, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible. The procedure for acceptance of the Offer in respect of
certificated FFastFill Shares is set out in paragraph 11(a) of Part
II of the Offer Document and in the accompanying Form of
Acceptance.
To accept the Offer in respect of uncertificated FFastFill
Shares, acceptances should be made electronically through CREST so
that the TTE Instruction settles as soon as possible. The procedure
for acceptance of the Offer in respect of uncertificated FFastFill
Shares is set out in paragraph 11(b) of Part II of the Offer
Document.
The FFastFill Shares held by a FFastFill Shareholder who has not
or does not accept the Offer will be compulsory acquired in
accordance with the relevant provisions of the Companies Act
2006.
A FFastFill Shareholder who has any questions about the Offer,
or who is in any doubt as to how to complete the Form of Acceptance
or make an Electronic Acceptance should contact Capita Registrars
on 0871 664 0321 from within the UK or on +44 20 8639 3399 if
calling from outside the UK. Calls to the 0871 664 0321 number cost
10 pence per minute from a BT landline. Other network providers'
costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time)
Monday to Friday. Calls to the helpline from outside the UK will be
charged at the applicable international rate. 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 Offer nor give any
financial, legal or tax advice.
Further Information
Copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) from Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU.
Save as disclosed in this announcement, neither Pattington, nor
any person acting in concert with Pattington, is interested in or
has any rights to subscribe for any FFastFill Shares nor does any
such person have any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
the FFastFill Shares. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of FFastFill
Shares and any borrowing or lending of FFastFill Shares which have
not been on-lent or sold and any outstanding irrevocable commitment
or letter of intent with respect to FFastFill Shares.
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 21 February 2013.
ENQUIRIES
Pattington
Yohannah Walford, Corporate M&A +44 (0) 20 7398 0200
Investec (Financial Adviser to Pattington) +44 (0) 20 7597 5000
David Currie / Andrew Pinder
Dominic Emery
FFastFill +44 (0) 203 002 1900
Thomas Keith Todd, Executive Chairman
Hamish Purdey, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
Canaccord Genuity Limited (Financial Adviser to FFastFill) +44
(0) 207 523 8000
Simon Bridges
Cameron Duncan
FTI Consulting +44 (0) 207 831 3113
Matt Dixon
finnCap +44 (0) 207 220 0500
Victoria Bates
Investec Bank Plc, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting
exclusively for Pattington and no one else in connection with the
Offer and will not be responsible to anyone other than Pattington
for providing the protections afforded to clients of Investec Bank
Plc or for providing advice in connection with the Offer.
Canaccord Genuity, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting
exclusively for FFastFill and no one else in connection with the
Offer and will not be responsible to anyone other than FFastFill
for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in connection with the Offer.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. The Offer has been
made solely by means of the Offer Document and the Form of
Acceptance (in respect of certificated FFastFill Shares), which
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
The Offer and the accompanying Form of Acceptance has not been
and will not be made, directly or indirectly, in, into or by 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 any jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Neither this
announcement, nor the Offer Document, nor the Form of Acceptance,
nor any accompanying document constitutes an offer in any such
jurisdiction and the Offer is not and will not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from or within any such jurisdiction. Accordingly,
neither this announcement, nor the Offer Document, nor the Form of
Acceptance, nor any accompanying document are being, nor should be,
mailed transmitted or otherwise distributed, in whole or in part,
in or into or from any such jurisdiction. Doing so may render
invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Any persons who are subject
to the laws of any jurisdiction other than the United Kingdom
should inform themselves about and observe any and all applicable
legal or regulatory requirements of their jurisdiction. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. FFastFill Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
All FFastFill Shareholders (including, without limitation,
nominees, trustees or custodians) who intend to forward this
announcement and (if appropriate) the Offer Document or the Form of
Acceptance or any other accompanying document to any jurisdiction
outside the United Kingdom should read paragraph 6 of Section B of
Part III of the Offer Document and seek appropriate advice before
taking any action.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be published on Pattington's website at
www.pattingtonlimited.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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