Offer Document Posted
Oryx International Growth Fund Ld
05 July 2006
For immediate release on 5 July 2006
Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, the Republic of South Africa, Japan or Australia or
any other jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
Offer by Arbuthnot Securities Limited on behalf of Oryx International Growth
Fund Limited ('Oryx') for Baltimore plc ('Baltimore')
Offer Document Posted
Further to the announcement on 27 June 2006 of the terms of an offer to be made
by Arbuthnot Securities on behalf of Oryx for the entire issued and to be issued
share capital of Baltimore, the Board of Oryx announces that the Offer Document
is being posted to Baltimore Shareholders today.
Copies of the Offer Document, the Prospectus in relation to the proposed issue
of Oryx C Shares in connection with the Offer and the Form of Acceptance (for
use by holders of Baltimore Shares in certificated form only) are available for
collection, free of charge, during normal business hours from Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH
until the end of the Offer Period.
As set out in the Offer Document, acceptances of the Offer should be received no
later than 1.00pm on 26 July 2006.
Oryx is also today posting a circular ('Circular') to its own shareholders
convening an extraordinary general meeting for the purposes of approving, inter
alia, the Offer and the creation of the Oryx C shares in connection with the
Offer. A copy of the Circular and the Prospectus will be submitted to the UK
Financial Services Authority for publication through the document viewing
facility which is situated at The Financial Services Authority, 25 North
Colonnade, Canary Wharf, London E14 5HS. Copies of the Circular and Prospectus
are available for collection by Oryx Shareholders during normal business hours
from the offices of Arbuthnot Securities, Arbuthnot House, 20 Ropemaker Street,
London EC2Y 9AR.
Enquiries:
Arbuthnot Securities Limited 020 7012 2000
Alastair Moreton
Terms herein have the same meaning as in the offer announcement dated 27 June
2006, save where the context otherwise requires.
The contents of this announcement, which has been issued by and is the sole
responsibility of Oryx, has been approved solely for the purposes of section 21
of the Financial Services and Markets Act 2000 by Arbuthnot Securities Limited
of Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Oryx and no one else
in connection with the Offer and will not be responsible to any other person for
providing the protections afforded to clients of Arbuthnot Securities or for
providing advice in relation to the Offer or any other matters referred to
herein.
This announcement does not constitute, or form part of, any offer or invitation
to sell or purchase any securities or solicitation of an offer to buy any
securities pursuant to the Offer or otherwise. The Offer is being made solely by
the Offer Documentation which contains the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
United States, or any other Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility,
directly or indirectly from or within the United States or any other Restricted
Jurisdiction. Accordingly, neither this announcement nor the Offer Documentation
is being, and must not be, mailed or otherwise forwarded, transmitted,
distributed or sent in, into or from the United States or any other Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
All Baltimore Shareholders or other persons, (including nominees, trustees or
custodians) who would or otherwise intend to, or may have a contractual or legal
obligation to, forward this announcement and/or part/all of the Offer
Documentation to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.
The Offer is not an offer of securities for sale in the United States or in any
jurisdiction in which such an offer is unlawful. The Oryx C Shares to be issued
in connection with the Offer have not been, nor will they be, registered under
the US Securities Act of 1933, as amended, or under the securities laws of any
state of the United States and may not be offered or sold in the United States,
absent registration or an applicable exemption from registration. No public
offering of the securities will be made in the United States. This announcement
and the Offer Documentation are not being made available to Baltimore
Shareholders with registered addresses in the United States or any Restricted
Jurisdiction and may not be treated as an invitation to subscribe for any Oryx C
Shares by any person resident or located in such jurisdictions or any other
Restricted Jurisdiction. Any persons (including, without limitation, custodians,
nominees and trustees) who have a contractual or other legal obligation to
forward this announcement and/or any part of the Offer Documentation to the
United States or any Restricted Jurisdiction should seek appropriate advice
before taking any action.
The Oryx C Shares have not been, and will not be, registered under the
applicable securities laws of any Restricted Jurisdiction. Accordingly, the Oryx
C Shares may not be offered, sold, delivered or transferred, directly or
indirectly, in or into any Restricted Jurisdiction or to or for the account or
benefit of any national, resident or citizen of any Restricted Jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange