TIDMINB
RNS Number : 5964K
Den Hartogh Holding B.V.
31 December 2015
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 SUCH
JURISDICTION.
31 December 2015
ACQUISITION OF SHARES AND ADDITIONAL IRREVOCABLE
in
INTERBULK GROUP PLC ("INTERBULK")
by
DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")
Further to the announcement regarding the recommended cash offer
for InterBulk by Den Hartogh made on 23 December 2015 (the
"Announcement"), Den Hartogh announces that it has today acquired a
total of 30,803,088 InterBulk Shares, representing approximately
6.58 per cent. of InterBulk's existing issued share capital (the
"Acquired Shares") from funds managed by Cavendish at a price of
8.9 pence per share.
Cavendish no longer holds any InterBulk Shares and as a result
the non-binding letter of intent from Cavendish summarised in
Appendix III of the Announcement (the "Letter of Intent") will
cease to apply.
The Acquired Shares will not be able to vote at the Court
Meeting but they will be able to vote at the InterBulk General
Meeting. Accordingly, the total number of InterBulk Shares
available to vote at the Court Meeting will be 437,088,953 and the
total number of InterBulk Shares available to vote at the InterBulk
General Meeting will be 467,892,041.
In addition, Den Hartogh has entered into an additional
irrevocable undertaking with Alex Stewart (the "Alex Stewart
Irrevocable") in respect of a total of 3,762,923 InterBulk Shares
(approximately 0.80 per cent. of InterBulk's existing issued share
capital on 30 December 2015, being the last practicable date prior
to the date of this announcement):
(a) to vote or (where his shares are held by a nominee) to give
irrevocable instructions to the nominee to vote in favour of the
Scheme at the Court Meeting and each of the resolutions to be
proposed at the InterBulk General Meeting; and
(b) if the Transaction is structured as an Offer, to accept or
(where their shares are held by a nominee) to give irrevocable
instructions to the nominee to accept such offer.
The Alex Stewart Irrevocable undertaking remains binding in the
event that a higher competing offer for InterBulk is made but
ceases to be binding if:
(a) the Scheme Document (or, if applicable, the Offer Document)
is not published within 28 days of the date of the Announcement (or
such later date as the Panel may agree);
(b) the Scheme is withdrawn or lapses in accordance with its
terms, except where the Scheme is withdrawn or lapses as a result
of Den Hartogh exercising its right to implement the Transaction by
way of an Offer in accordance with the City Code;
(c) in the event that the Transaction is implemented by way of
an Offer, the Offer lapses or is withdrawn;
(d) the price per InterBulk Share as included in the Scheme
Document or Offer Document (as applicable) is less than 9 pence;
or
(e) any competing offer for InterBulk is made which is declared
wholly unconditional or otherwise becomes effective.
Accordingly, the aggregate of the irrevocable undertakings from
the InterBulk Directors and certain other InterBulk shareholders
summarised in Appendix III of the Announcement and the Alex Stewart
Irrevocable summarised above, means that Den Hartogh now has
irrevocable undertakings to vote in favour of the Scheme at the
Meetings in respect of a total of 330,814,086 InterBulk Shares,
representing approximately 75.69 per cent. of the InterBulk Shares
available to vote at the Court Meeting and, when aggregated with
the Acquired Shares, approximately 77.29 per cent. of the InterBulk
Shares available to vote at the InterBulk General Meeting.
Capitalised terms in this announcement shall have the meaning
given to them in the Announcement, unless otherwise defined.
For further information or enquiries please contact:
Den Hartogh
------------------------------------------------
Bram Paape Tel: +31 88 162 00 00
----------------------- -----------------------
Deloitte Corporate Finance (Financial Adviser
to Den Hartogh)
------------------------------------------------
Chris Nicholls / James Tel: +44 (0) 20 7936
Lewis 3000
----------------------- -----------------------
Hill + Knowlton Strategies (Public Relations
Adviser to Den Hartogh)
------------------------------------------------
Tanno Massar / Frans Tel: +31 (0) 20 404 47
van der Grint 07
----------------------- -----------------------
IMPORTANT NOTICES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for, or any invitation to purchase or subscribe
for any securities, or the solicitation of any vote or approval in
any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made solely pursuant to the terms of the Scheme
Document, which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the
Transaction. Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Deloitte, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Den Hartogh and no one else in connection with the Transaction and
will not regard any other person as its client nor be responsible
to anyone other than Den Hartogh for providing the protections
afforded to clients of Deloitte or for providing advice in relation
to the Transaction or any other matters referred to in this
Announcement.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and
observe, any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
InterBulk Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver forms of proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. This
Announcement has been prepared for the purpose of complying with
English law and the City 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 United Kingdom.
Unless otherwise determined by Den Hartogh, or required by the
City Code, and permitted by applicable law and regulation, the
Transaction will not be made available, directly or indirectly, in,
into or from, or by the use of the mails of, or by any other means
or instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Transaction by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws in that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Transaction 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 it in or into or from
any Restricted Jurisdiction. If the Transaction is implemented by
way of an Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance from or within any
Restricted Jurisdiction by any such use, means, instrumentality or
facilities.
Notice to US Shareholders
The Transaction relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Transaction is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Den Hartogh exercises the right to
implement the Transaction by way of a takeover offer and determines
to extend the offer into the United States, the Transaction will be
made in compliance with applicable United States laws and
regulations. Financial information included (or incorporated by
reference) in this Announcement and the Scheme Document in relation
to InterBulk has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
December 31, 2015 06:41 ET (11:41 GMT)
It may be difficult for US holders of InterBulk Shares to
enforce their rights and any claim arising out of the US federal
laws, since InterBulk and Den Hartogh are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of InterBulk
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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, 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
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) 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 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 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 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(s), 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
securities exchange 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement and the Alex Stewart Irrevocable
will be available free of charge, subject to certain restrictions
relating to persons resident in any Restricted Jurisdictions, on
Den Hartogh's website at http://www.denhartogh.com by no later than
12.00 noon (London time) on the Business Day following the date of
this announcement in accordance with Rule 26.1 of the City Code.
For the avoidance of doubt, the contents of that website are not
incorporated, and do not form part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFWGGRWPUPAGGG
(END) Dow Jones Newswires
December 31, 2015 06:41 ET (11:41 GMT)
Interbulk Investments (LSE:INB)
過去 株価チャート
から 5 2024 まで 6 2024
Interbulk Investments (LSE:INB)
過去 株価チャート
から 6 2023 まで 6 2024
