Statement re Possible Offer

RNS Number : 4136U

Abu Dhabi Capital Management LLC

28 December 2012

 



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.

Abu Dhabi Capital Management LLC ("ADCM")

THIS IS AN ANNOUNCEMENT UNDER RULE 2.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

ADCM notes the announcement by Northacre plc ("Northacre") of 20 December 2012 and confirms that it has held preliminary discussions with Northacre in respect of making an offer for Northacre (the "Possible Offer"). ADCM looks forward to continuing discussions and cooperating with Brian Harris and Malcolm Williams, the independent directors of Northacre, with a view to possibly making a firm offer for Northacre in due course.

ADCM wish to notify shareholders that the Possible Offer values each ordinary share of Northacre at 96p per share, which shall be payable wholly in cash, or alternatively, at the option of each shareholder in Northacre, in non-transferable unsecured loan notes to be issued by ADCM or an affiliate of ADCM (the "Loan Notes"). The Loan Notes will have an interest rate of 10% per annum and a maturity date of the first anniversary of their issue, though may be repaid in whole or in part at any time before such maturity date at the option of the issuer.

ADCM believes the Possible Offer price of 96p per Northacre share is compelling and represents a significant premium of 21.5% to the closing mid-market price of 79p per share on 19 December 2012, being the last trading day prior to the announcement by Northacre that it was in preliminary discussions with ADCM, and a premium of 27.2% to the 90 trading day volume-weighted average Northacre price of 75.5p per share (prior to 19 December 2012).

ADCM envisages, should a firm offer be made, that it would be declared unconditional as to acceptances once valid acceptances have been received in respect of more than 50% of the entire issued ordinary share capital of Northacre.

This approach is at a preliminary stage and no decisions have yet been made. There can be no certainty that an offer will ultimately be made for Northacre.

In accordance with Rule 2.6(a) of the Code, ADCM will have until 5pm on 17 January 2013 to announce either a firm intention to make an offer for Northacre or that they do not intend to make an offer. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Pursuant to Rule 2.5(a) of the Code, ADCM reserve the right to announce an offer at a different value to the Possible Offer, or vary the form and/or mix of the consideration, should the independent directors of Northacre agree an offer at a different value or a third party announces a firm intention to make an offer for Northacre.

Further announcements will be made in due course, as appropriate.

Enquiries:

ADCM

Mustafa Kheriba                                    [phone]

finnCap Ltd (Financial Adviser to ADCM)

Henrik Persson                                      [phone]

Geoff Nash                                           [phone]

A copy of this announcement will be available at www.adcm.ae. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

finnCap Ltd, which is authorised and regulated in the UK by the FSA, is acting exclusively for ADCMand for no one else in connection with the Possible Offer and this announcement and will not be responsible to anyone other than ADCM for providing the protections afforded to clients of finnCap Ltd nor for providing advice in connection with the Possible Offer or any matter referred to herein. 

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Possible Offer or otherwise.

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.

The directors of ADCM accept responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure requirements of the Takeover Code (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 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 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.  You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 

 

END

 

 

OFDUBVRRUNAUUUA