Offer unconditional as to acceptances


 

TIDMCIC TIDMTAPP 
 
RNS Number : 8386X 
Conygar Investment Company PLC(The) 
21 August 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
21 August 2009 
 
 
Offer by 
 
 
THE CONYGAR INVESTMENT COMPANY PLC ("CONYGAR" OR "THE COMPANY") 
 
 
for the whole of the issued and to be issued share capital of 
 
 
THE ADVANTAGE PROPERTY INCOME TRUST LIMITED ("TAP") 
 
 
 
 
Offer unconditional as to acceptances 
 
 
 
 
On 7 August 2009 Conygar announced an offer to acquire the entire issued and to 
be issued share capital of TAP not already owned by Conygar at the date of the 
offer. 
 
 
 
 
Levels of Acceptances 
 
 
As at 1.00 p.m. on 21 August 2009 Conygar had received valid acceptances in 
respect of 32,768,473 TAP Shares representing approximately 22.96 per cent. of 
the current issued share capital of TAP. 
 
 
Conygar already holds 41,250,000 TAP Shares, representing approximately 28.9 per 
cent. of TAP's issued share capital. Accordingly, as at 1.00 p.m. on 21 August 
2009 Conygar either owned or had received valid acceptances of the Offer in 
respect of a total of 74,018,473 TAP Shares representing in aggregate 
approximately 51.85 per cent. of the current issued share capital of TAP. 
 
 
The Offer is now unconditional as to acceptances. However it remains subject to 
other conditions, including the passing of resolutions to be proposed at the 
General Meeting of Conygar to be held at 11.00 a.m. on 26 August 2009 at the 
offices of Wragge & Co LLP, 3 Waterhouse Square, 142 Holborn, London EC1N 2SW. 
 
 
Robert Ware, Chief Executive of Conygar, said, "We are pleased that so many TAP 
shareholders have moved so promptly to accept the offer and to support our 
strategy for the business. I hope that the Board of TAP notes the wishes of the 
majority of its shareholders and minimises any further expenditure resisting our 
bid or indeed pursuing other alternatives." 
 
 
 
 
Irrevocable commitment and letters of intent 
 
 
Conygar has received an irrevocable commitment and letters of intent to accept 
the Offer in respect of the following numbers of TAP Shares: 
 
 
+---------------------------------------+----------------+--------------------+ 
| TAP Shareholder                       |  Number of TAP |      Percentage of | 
|                                       |         Shares |    existing issued | 
|                                       |                |         TAP Shares | 
|                                       |                |           (approx) | 
+---------------------------------------+----------------+--------------------+ 
| Maple Lodge                           |     28,705,743 |               20.1 | 
+---------------------------------------+----------------+--------------------+ 
| Gartmore Investment Limited*          |      3,625,000 |                2.5 | 
+---------------------------------------+----------------+--------------------+ 
| Laxey Partners Ltd*                   |      1,409,382 |                1.0 | 
+---------------------------------------+----------------+--------------------+ 
(*) indicates letter of intent 
 
 
Valid acceptances are outstanding in respect of 3,625,000 such TAP Shares. 
 
 
 
 
Extension of Offer Period 
 
 
Conygar further announces that the Offer, which remains subject to the terms and 
conditions set out or referred to in the Offer Documentation posted to TAP 
Shareholders on 7 August 2009, is being extended and will remain open for 
acceptance until the next closing date which will be 1.00 p.m. on 11 September 
2009. 
 
 
Any further extensions of the period for acceptance of the Offer will be 
publicly announced by no later than 8.00 a.m. on the Business Day following the 
date on which the Offer was otherwise due to expire, or such later date or time 
as the Panel may agree. 
 
 
Acceptance Procedure 
 
 
Further details of the acceptance procedure can be found in the Offer Document 
and, where applicable, the Form of Acceptance. 
 
 
Copies of the Offer Document, the Equivalent Information Document and the Form 
of Acceptance are available, free of charge (subject to certain restrictions in 
respect of persons resident in Restricted Jurisdictions), from Conygar's website 
(www.conygar.com) and on request from the Company and from Share Registrars 
Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL. 
 
 
If you have any questions relating to the Offer Document or the completion and 
return of the Form of Acceptance, please call Share Registrars Limited on 01252 
821390 (or, from outside the United Kingdom, +44 1252 821390) between 9.00 a.m. 
and 5.00 p.m. Monday to Friday (excluding UK public holidays). Please note that 
for legal reasons, Share Registrars Limited will only be able to provide 
you with information contained in the Offer Document and the Form of Acceptance 
and will be unable to give advice on the merits of the Offer or to provide 
legal, financial or taxation advice on the contents thereof. 
 
 
 
 
Compulsory acquisition and cancellation of listing of TAP Shares 
 
 
If sufficient acceptances are received, Conygar intends to apply the provisions 
of sections 336 to 340 (inclusive) of the Companies (Guernsey) Law 2008 to 
acquire compulsorily any remaining TAP Shares. 
 
 
In addition, subject to the conditions of the Offer having been satisfied or (if 
capable of waiver) waived and subject to any applicable legal or regulatory 
requirements, Conygar intends to procure that TAP applies to the FSA for the 
cancellation of the listing of TAP Shares on the Official List and to the London 
Stock Exchange for the cancellation of the admission to trading of TAP Shares on 
the London Stock Exchange's main market for listed securities and to CISX for 
the cancellation of the listing and admission to trading of TAP shares on CISX. 
It is anticipated that should such an application be made, cancellation of TAP's 
listing and admission to trading will take effect either: (i) no earlier than 20 
Business Days after Conygar announces that all conditions to the Offer have been 
satisfied or (if capable of waiver) waived and that it has, by virtue of its 
shareholdings in TAP and valid acceptances of the Offer, acquired or agreed to 
acquire TAP Shares carrying at least 75 per cent. of the voting rights of TAP or 
(ii) no earlier than 20 Business Days after TAP Shareholders approve the 
cancellation in general meeting in the event that Conygar announces that all 
conditions to the Offer have been satisfied or (if capable of waiver) waived 
and procures a general meeting of TAP Shareholders to be held for the purpose of 
approving a resolution for such cancellation. 
 
 
The cancellation of the listing and admission to trading of TAP Shares on the 
Official List, the London Stock Exchange and CISX will significantly reduce the 
liquidity and marketability of TAP Shares that are not acquired under the Offer 
and their value may be materially and adversely affected as a consequence. 
 
 
 
 
General 
 
 
Save as described above none of Conygar, any of the Directors, their immediate 
families or related trusts or, so far as Conygar is aware, any party acting in 
concert with Conygar, has any interest in or right to subscribe in respect of 
any relevant securities of TAP or has any short positions in respect of relevant 
securities of TAP or has borrowed or lent any relevant security of TAP. 
 
 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document, the Equivalent Information Document 
or the Circular, as appropriate. 
 
 
All the times referred to in this announcement are London times. 
 
 
A copy of this announcement will shortly be available on the Company's website: 
www.conygar.com 
 
 
 
 
Enquiries 
 
 
+----------------------------------------------+-----------------------+ 
| The Conygar Investment Company PLC           | Tel: +44 (0) 20 7408  | 
|                                              | 2322                  | 
+----------------------------------------------+-----------------------+ 
| Robert Ware / Peter Batchelor                |                       | 
+----------------------------------------------+-----------------------+ 
|                                              |                       | 
+----------------------------------------------+-----------------------+ 
| Oriel Securities Limited                     | Tel: +44 (0) 20 7710  | 
|                                              | 7600                  | 
+----------------------------------------------+-----------------------+ 
| (Financial Adviser, Nominated Adviser and    |                       | 
| Broker)                                      |                       | 
+----------------------------------------------+-----------------------+ 
| Michael Shaw / James Nevin                   |                       | 
+----------------------------------------------+-----------------------+ 
 
 
 
 
Overseas Shareholders 
 
 
The availability of the Offer to TAP Shareholders not resident in or citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are citizens or in which they are resident or ordinarily resident. 
Such persons should inform themselves about and observe any applicable legal or 
regulatory requirements of any such relevant jurisdiction. 
 
 
In particular, the Offer is not being made, directly or indirectly, in, into or 
from or by the use of the mails of or any means or instrumentality (including, 
without limitation, by means of facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or by any facility of a national, state or other securities 
exchange of, any Restricted Jurisdiction, or in any other jurisdiction if to do 
so would constitute a violation of the relevant laws of such jurisdiction and 
the Offer is not capable of acceptance by any such use, means, instrumentality 
or facility from or within any Restricted Jurisdiction where to do so would 
constitute a breach of any relevant securities laws of that Restricted 
Jurisdiction. Accordingly, copies of this Announcement are not being, and must 
not be, mailed or otherwise distributed or sent in or into or from any 
Restricted Jurisdiction or any such other jurisdiction. Doing so may render 
invalid any purported acceptance of the Offer. Conygar will retain the right to 
permit the Offer to be accepted and any sale of any securities pursuant to the 
Offer to be completed if, in its sole discretion, it is satisfied that the 
transaction in question can be undertaken in compliance with applicable law and 
regulation. 
 
 
Any persons who are subject to the laws of any jurisdiction other than the 
United Kingdom should inform themselves about, and observe, any applicable legal 
or regulatory requirements. Further information in relation to overseas TAP 
Shareholders is set out in the Offer Documentation and in the Equivalent 
Information Document. 
 
 
NEITHER THIS SUMMARY NOR THE FULL TEXT OF THIS ANNOUNCEMENT CONSTITUTES OR FORMS 
PART OF AN OFFER, OR ANY SOLICITATION OF AN OFFER, OR AN INVITATION TO PURCHASE 
OR SUBSCRIBE FOR ANY SECURITIES. THE OFFER IS MADE SOLELY BY THE OFFER 
DOCUMENTATION AND THE EQUIVALENT INFORMATION DOCUMENT, WHICH TOGETHER CONTAIN 
THE FULL TERMS AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW THE OFFER 
MAY BE ACCEPTED. 
 
 
Oriel Securities, which is authorised and regulated in the United Kingdom by the 
FSA, is acting exclusively for Conygar and no one else in connection with the 
Offer and will not be responsible to anyone other than Conygar for providing the 
protections afforded to customers of Oriel Securities or for providing advice in 
relation to the Offer or any other matter referred to herein. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or 
more of any class of "relevant securities" of Conygar or TAP, all "dealings" in 
any "relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the Business Day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Conygar or TAP, they will be deemed to be a single person for the 
purpose of Rule 8.3 of the Code. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Conygar or TAP by Conygar or TAP, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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