TIDMIBB
RNS Number : 6490D
Islamic Bank of Britain Plc
25 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
25 March 2011
RECOMMENDED UNCONDITIONAL CASH OFFER
FOR ISLAMIC BANK OF BRITAIN PLC BY
QATAR INTERNATIONAL ISLAMIC BANK Q.S.C.
The board of directors of QIIB is pleased to announce that the
Offer Document and the Form of Acceptance in respect of QIIB's
recommended unconditional cash offer for the entire issued and to
be issued ordinary share capital of IBB not already owned by QIIB,
are being posted today, 25March 2011.
As previously announced, the Offer, which is unconditional, is
being made on the following basis:
for each IBB Share one penny in cash
The Offer values the entire issued ordinary share capital of IBB
at approximately GBP25.5 million.
The closing date of the Offer is 15 April 2011. As the Offer is
unconditional, QIIB is not required to extend the Offer beyond the
closing date, although it reserves the right to do so. Acceptances
of the Offer should be received no later than 1.00 pm (London time)
on 15 April 2011, in accordance with the procedure for acceptance
set out in the Offer Document and (in respect of IBB Shares in
certificated form only) in the Form of Acceptance.
Cancellation of admission of IBB shares to trading on AIM
QIIB has requested that the IBB Directors take the necessary
steps to apply for the cancellation of the Company's admission to
trading on AIM. Shareholders should note that there is no
requirement to hold a general meeting to approve the cancellation
of admission of IBB Shares to trading and that once the Company's
admission to trading on AIM has been cancelled, which is expected
to be 7.00 am on 27 April 2011, there is no intention to provide a
facility to enable the Company's shares to be traded on any public
share trading platform or to list the Company's shares on an
alternative stock exchange. Any transaction in IBB Shares
undertaken after the cancellation will only be capable of being
undertaken by private sale. Shareholders should be aware that the
cancellation of trading of the Company's shares will significantly
reduce the liquidity and marketability of any IBB Shares in respect
of which the Offer has not been accepted.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of CMS Cameron McKenna LLP,
160 Aldersgate Street, London EC1A 4DD, during normal business
hours on any Business Day (Saturdays, Sundays and public holidays
excepted) until the end of the Offer Period.
Terms defined in the announcement of the Offer bear the same
meanings where used in this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement, the Offer Document and the Form of Acceptance will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
the following website:
www.islamic-bank.com/investor-relations/regulatory-information
Enquiries:
QIIB
Aasim Qureshi, QNB Capital LLC
Telephone: +974 4496 8118
Westhouse Securities Limited (financial adviser to QIIB)
Tim Feather / Dermot McKechnie / Matthew Johnson
Telephone: +44 20 7601 6100
www.westhousesecurities.com
IBB
Gerry Deegan - Managing Director
Telephone: +44 121 452 7300
www.islamic-bank.com
Cattaneo LLP - Rule 3 Adviser to IBB
Charles Cattaneo / Ian Stanway
+44 121 616 0395
www.cattaneo.co.uk
Grant Thornton Corporate Finance - Nominated Adviser
Gerald Beaney / Salmaan Khawaja / David Hignell
+44 207 383 5100
www.grant-thornton.co.uk
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law.
The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will
contain the full terms of the Offer, including details of how it
may be accepted.
The IBB Directors accept responsibility for the information
contained in this announcement relating to IBB, the IBB Directors
and the opinions attributable to the IBB Directors. To the best of
the knowledge and belief of the IBB Directors (who have taken all
reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
The Directors of QIIB accept responsibility for the information
contained in this announcement relating to QIIB, the QIIB Directors
and the opinions attributable to the QIIB Directors. To the best of
the knowledge and belief of the Directors of QIIB (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
Westhouse Securities Limited is acting exclusively for QIIB and
no one else in connection with the Offer and will not be
responsible to anyone other than QIIB for providing the protections
afforded to clients of Westhouse Securities Limited or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Cattaneo LLP is acting exclusively for IBB and no one else in
connection with the Offer and will not be responsible to anyone
other than IBB for providing the protections afforded to customers
of Cattaneo LLP or for providing advice in relation to the Offer or
any other matter referred to in this announcement.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other
than the UK and the availability of the Offer to Shareholders who
are not resident in the UK may be affected by the laws of the
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the UK or Shareholders who
are not resident in the UK will need to inform themselves about,
and observe, any applicable requirements. Except as required by
applicable law, copies of this announcement are not being, and may
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction.
In particular, the Offer is not, unless decided otherwise by
QIIB, being made in or into, and is not capable of acceptance in or
from, any Restricted Jurisdiction. Persons receiving this
announcement (including, without limitation, custodians, nominees
or trustees) should observe these restrictions and should not send
or distribute documents in or into any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 the UK.
Forward-Looking Statements
This announcement contains a number of "forward-looking
statements" relating to QIIB and IBB and the business sectors in
which they operate. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates",
"forecast", "plan" and "project" or similar expressions identify
forward-looking statements. Such statements reflect the relevant
company's current views with respect to future events and are
subject to risks, assumptions and uncertainties that could cause
the actual results to differ materially from those expressed or
implied in the forward-looking statements. Many of these risks,
assumptions and uncertainties relate to factors that are beyond the
relevant company's ability to control or estimate precisely, such
as future market conditions, changes in general economic and
business conditions, introduction of competing products and
services, lack of acceptance of new products or services and the
behaviour of other market participants. Although the expectations
reflected in such forward-looking statements are considered
reasonable, there can be no assurance that such expectations will
prove to have been correct. You should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) 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 Takeover Code, any person who is, or
becomes, interested in 1% 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 pm (London 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 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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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