TIDMPIL
RNS Number : 2726G
Promethean Investments LLP
05 November 2018
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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
5 November 2018
Recommended Cash Offer with Unlisted Partial Share and Loan Note
Alternative
for
Produce Investments plc
by
April 1983 Bidco Limited
ACCEPTANCES AT FIRST CLOSING
On 2 November 2018, in respect of the recommended Cash Offer,
with an Unlisted Partial Share and Loan Note Alternative, by April
1983 Bidco Limited ("April 1983"), a Jersey company ultimately
owned and controlled by funds managed by Promethean Investments LLP
("Promethean Investments") for the entire issued and to be issued
share capital of Produce Investments plc ("Produce Investments"),
April 1983 announced that the acceptance Condition had been
satisfied and the Offer was declared unconditional in all
respects.
Capitalised terms used in this announcement are as defined in
the Offer Document, unless otherwise specified.
Level of Acceptances
As at the deadline on the First Closing Date for receipt of
valid acceptances under the Offer, being 1:00 p.m. on 2 November
2018, April 1983 had received valid acceptances in respect of a
total of 22,468,702 Produce Investments Shares, equivalent to 81.86
per cent. of the existing voting rights of Produce Investments,
which may be counted towards the satisfaction of the acceptance
Condition, including 3,344,239 Produce Investments Shares,
equivalent to 12.18 per cent. of the existing voting rights of
Produce Investments, which were subject to Irrevocable Undertakings
from Produce Investments Directors who are also Produce Investments
Shareholders.
In addition, as at 1.00 p.m. on 2 November 2018, being the First
Closing Date, April 1983 had acquired 3,697,316 Produce Investments
Shares, equivalent to 13.47 per cent. of the existing voting
rights, including 2,972,316 Produce Investments Shares the subject
of a Share Purchase Agreement between April 1983 and Barrie
Clapham, Chairman of Produce Investments, dated 11 September
2018.
Accordingly, as at 1.00 p.m. on 2 November 2018, being the First
Closing Date, April 1983 either owned or had received valid
acceptances of the Offer in respect of a total of 26,166,018
Produce Investments Shares, representing approximately 95.32 per
cent. of the current issued share capital of Produce Investments,
all of which may count towards the satisfaction of the acceptance
Condition.
The percentages listed in this announcement are based on a
current issued share capital of 27,449,313 Produce Investments
Shares.
No Extension to Offer Timetable
The Offer Document stipulated a deadline for receipt of valid
acceptances under the Offer of 1:00 p.m. on the First Closing Date,
2 November 2018. April 1983 has confirmed that the Offer will not
be extended beyond the First Closing Date save as required under
Rule 31.4 of the Code and will therefore remain open for
acceptances only until 16 November 2018.
Settlement
Settlement for valid acceptances in respect of the Offer
received by 1.00 p.m. 2 November 2018 will be effected promptly in
accordance with the terms of the Offer as set out at Paragraph 13
of Part II of the Offer Document, in accordance with applicable law
and regulation and, in any event, on or before 15 November
2018.
Settlement for valid acceptances in respect of the Offer
received after 1.00 p.m. 2 November 2018 will be effected promptly
in accordance with the terms of the Offer as set out at Paragraph
13 of Part II of the Offer Document, in accordance with applicable
law and regulation and, in any event, on or before 22 November
2018.
April 1983 Produce Investments
Nplus1 Singer Advisory LLP Shore Capital (Financial Adviser
(Financial Adviser to April and Broker to Produce Investments)
1983 ) Stephane Auton / Patrick Castle
Sandy Fraser / Lauren Kettle / Anita Ghanekar / James Thomas
/ George Tzimas 0207 408 4090
020 7496 3000
In accordance with Rule 26.1 of the Code, a copy of this
announcement is available, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
the website of April 1983 at www.april1983bidco.com promptly and in
any event by no later than 12 noon (London time) on the Business
Day following the date of this announcement. For the avoidance of
doubt, the contents of such website are not incorporated into, and
do not form part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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% 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPDMMGMFDNGRZZ
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November 05, 2018 02:00 ET (07:00 GMT)
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