NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
15 February 2012
Baring Emerging Europe PLC (the "Company")
Announcement of Tender Take-Up
On January 18 2012, the Company announced the publication of a circular (the "
Circular") in respect of a tender offer for up to 20 per cent. of the issued
share capital of the Company (excluding any Shares held in treasury) (the "
Tender Offer"). Terms used in this announcement and not otherwise defined shall
have the same meaning as in the Circular.
Following the deadline for receipt of tenders on 14 February 2012, a total of
16,098,244 Shares (representing approximately 49.64 per cent. of the issued
share capital of the Company, excluding any Shares held in treasury) had been
validly tendered by Shareholders under the Tender Offer.
As certain Shareholders have not tendered Shares or have tendered less than
their Basic Entitlement, Shareholders who tendered in excess of the Basic
Entitlement will have approximately 21.39 per cent. of their excess tenders
satisfied. In accordance with the terms and conditions set out in Part IV of
the Circular and after any fractional entitlements under the Tender Offer have
been rounded down, subject to the Tender Offer becoming unconditional, J.P.
Morgan Cazenove will therefore acquire 6,485,567 Shares, representing
approximately 19.99 per cent. of the issued share capital of the Company
(excluding any Shares held in treasury).
The Tender Offer remains conditional upon:
(i) the resolution contained in the notice of the General Meeting at the end of
the Circular being passed as a special resolution by no later than 31 March
2012;
(ii) J.P. Morgan Cazenove being satisfied that the Company has paid the
aggregate amount payable under the Tender Offer into an account by 4.00 p.m. on
23 February 2012 (or such later date and time as the parties may agree) in
accordance with the terms of the Repurchase Agreement; and
(iii) the Tender Offer not having been terminated in accordance with paragraph
8 of Part IV of the Circular prior to the other conditions to the Tender Offer
having been fulfilled.
The expected timetable for the completion of the Tender Offer is as follows:
2012
General Meeting 11:45 a.m. on 16 February
(or as soon thereafter as the
Annual General Meeting of the
Company is concluded or
adjourned)
Announcement of results of General Meeting by close of business on 16
February
Calculation Date for Tender Price close of business on 22
February
Announcement of Tender Price by close of business on 23
February
Trade Date for Shares submitted for Tender in 24 February
the Tender Offer
Settlement of proceeds through CREST in respect 27 February
of Tender Offer shares to uncertificated
Shareholders
Despatch of settlement proceeds by cheque in by 29 February
respect of Tender Offer shares to certificated
Shareholders
Despatch of settlement proceeds by cheque in by 5 March
respect of Tender Offer shares to Scheme
Participants
All references to time in this announcement are to London time.
Enquiries:
Steven Bates
Baring Emerging Europe PLC - 0207 982 1260
William Simmonds
J.P. Morgan Cazenove - 0207 588 2828
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