TIDMINRE
RNS Number : 2534G
Invista Real Est Inv. Mgt Hldgs PLC
27 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Press Release 27 June 2012
Invista Real Estate Investment Management Holdings plc
("Invista")
Adjournment of Court Meetings and General Meeting
On 23 May 2012, the boards of Invista and Internos Real
Investments Limited ("Internos") announced they had reached
agreement on the terms of a recommended cash offer by Internos, for
the entire issued and to be issued share capital of Invista at a
price of 12.5 pence per Ordinary Share and GBP1.00 per Preferred
Ordinary Share (the "Internos Offer").
On 1 June 2012, Invista posted a circular to Invista
Shareholders, containing, inter alia, notice of each of the Court
meetings and the general meeting, each convened for 27 June 2012,
in relation to the Internos Offer.
On 18 June 2012, the boards of Invista and Palmer Capital
Investors (India) Limited ("Palmer Capital") announced they had
reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of Invista at a price
of 14.75 pence per Ordinary Share and GBP1.00 per Preferred
Ordinary Share (the "Palmer Offer"). Concurrently, the Invista
Directors unanimously withdrew their recommendation of the Internos
Offer and announced their intention to adjourn the Court meetings
and general meeting in respect of the Internos Offer.
Accordingly, the Invista Board announces that in relation to the
Internos Offer (i) the Chairman adjourned the first Court meeting
and the second Court meeting for an indefinite period and (ii) the
Chairman proposed the adjournment of the general meeting for an
indefinite period, which adjournment was approved.
For further information:
Invista
Douglas Ferrans +44 20 7397 3784
Guy Eastaugh +44 20 7397 3772
Canaccord Genuity Hawkpoint Limited
(Financial Adviser and Rule 3 Adviser
to Invista)
Charles Williams +44 207 665 4500
Edward Arkus +44 207 665 4500
Canaccord Genuity Limited (Corporate Broker
to Invista)
Roger Lambert +44 20 7523 8350
Bruce Garrow +44 20 7523 8350
FTI Consulting (Public relations adviser
to Invista)
Ed Gascoigne-Pees +44 20 7269 7132
Palmer Capital
Alex Price +44 20 7409 5500
Ray Palmer +44 20 7409 5500
Fenchurch Advisory (Financial adviser
to Palmer Capital)
Richard Locke +44 20 7382 2222
Graham Marchant +44 20 7382 2222
Canaccord Genuity Hawkpoint Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Invista and is acting
for no one else in connection with the Palmer Offer and will not be
responsible to anyone other than Invista for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint
Limited nor for providing advice in connection with the Palmer
Offer or any other matter referred to therein.
Fenchurch Advisory Partners, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively as financial adviser to Palmer Capital and no
one else in connection with the Palmer Offer and will not be
responsible to anyone other than Palmer Capital for providing the
protections afforded to customers of Fenchurch Advisory Partners
nor for providing advice in relation to the Palmer Offer or any
other matter referred to therein.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given in the
2.7 announcement dated 18 June 2012.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Canaccord Genuity Hawkpoint during business hours on 020
7665 4500 or by submitting a request in writing to Canaccord
Genuity Hawkpoint at 41 Lothbury, London, EC2R 7AE. It is important
that you note that, unless you make such a request, a hard copy of
this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Palmer Offer should be in hard copy
form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Palmer Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Palmer Offer,
including details of how to accept the Palmer Offer. Any response
in relation to the Palmer Offer should be made only on the basis of
the information contained in the Scheme Document or any document by
which the Palmer Offer is made.
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 United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Palmer Offer relates to the shares in an English company and
is proposed to be made by means of a scheme of arrangement provided
for under company law of England. The scheme of arrangement will
relate to the shares of a UK company that is a 'foreign private
issuer' as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934, as amended (the "Exchange Act"). A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under the Exchange
Act. Accordingly, the Palmer Offer is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy and tender offer rules.
Unless otherwise determined by Palmer Capital or required by the
Code, and permitted by applicable law and regulation, the Palmer
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Palmer Offer by any means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all other documents
relating to the Palmer Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all other documents relating to the Palmer
Offer (including custodians, nominees and trustees) must not mail
or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Palmer Offer to Invista Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Further details in relation to the overseas Invista Shareholders
will be contained in the Scheme Document.
Forward Looking Statements
This announcement, any oral statements made by Palmer Capital
Group Members or Invista in relation to the Palmer Offer, and other
information published by Palmer Capital Group Members or Invista
may contain statements about Palmer Capital Group Members and
Invista that are or may be forward-looking statements. All
statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance, or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) the expected timetable
for implementing the Palmer Offer, future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Palmer Capital Group Members' or Invista's
operations and potential synergies resulting from the Palmer Offer;
and (iii) the effects of government regulation on Palmer Capital
Group Members' or Invista's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements. Palmer Capital, the other Palmer
Capital Group Members and Invista disclaim any obligation to update
any forward-looking or other statements contained herein, except as
required by applicable law.
Disclosure Requirements of the Takeover 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 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. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 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. (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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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