24 November 2011
Best of the Best plc
("Best of the Best" or "the Company")
Result of Tender Offer
Best of the Best plc is pleased to announce that pursuant to the Tender Offer which closed in accordance with its published timetable at 5:00 p.m. on 23 November 2011, valid tenders have been received for 6,083,437 Ordinary Shares representing approximately 3.25 times the Ordinary Shares subject to the Tender Offer.
In accordance with the terms of the Tender Offer, Shareholders are entitled to sell up to one Ordinary Share for every six Ordinary Shares held (up to approximately 16.67 per cent. of their shareholding) (the "Pro Rata Entitlement"). Shareholders who tender to sell less than or equal to their Pro Rata Entitlement will have their tender satisfied in full. Shareholders are entitled to tender more than their Pro Rata Entitlement to the extent that other Shareholders tender less than their Pro Rata Entitlement. If the number of Ordinary Shares validly tendered exceeds 1,874,419 Ordinary Shares and if and to the extent that any Shareholders have tendered less than their Pro Rata Entitlement, surplus tenders will be accepted in proportion to the number of additional Ordinary Shares tendered so that the number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 1,874,419 Ordinary Shares. Accordingly, Shareholders who tendered more than their Pro Rata Entitlement will have their Pro Rata Entitlement satisfied in full and any Ordinary Shares tendered above their Pro Rata Entitlement will be scaled down (to the nearest whole number of Ordinary Shares) by a factor of approximately 0.0051032.
Charles Stanley will purchase the maximum number of Ordinary Shares available under the terms of the Tender Offer, being in aggregate 1,874,419 Ordinary Shares at 63 pence per Tendered Share, for a total consideration of £1,180,883.97.
The posting of cheques in respect of certificated Ordinary Shares purchased pursuant to the Tender Offer and the crediting of CREST accounts for uncertificated Ordinary Shares purchased pursuant to the Tender Offer are expected to occur on 25 November 2011.
The crediting of CREST accounts with uncertificated Shares unsuccessfully tendered and the dispatch of balance share certificates for unsold certificated Ordinary Shares and the return of share certificates for unsuccessful tenders of certificated Shares are also expected to occur by 25 November 2011.
Directors Dealings
William Hindmarch has successfully tendered 994,732 Ordinary Shares in the Tender Offer. Accordingly, following completion of the Tender Offer, William Hindmarch will have a beneficial interest in 4,955,268 Ordinary Shares representing 43.93 per cent. of the issued Ordinary Share capital of the Company.
Michael Hindmarch has successfully tendered 187,792 Ordinary Shares in the Tender Offer. Accordingly, following completion of the Tender Offer, Michael Hindmarch will have a beneficial interest in 920,575 Ordinary Shares representing 8.16 per cent. of the issued Ordinary Share capital of the Company.
Rupert Garton has successfully tendered 123,316 Ordinary Shares in the Tender Offer. Accordingly, following completion of the Tender Offer, Rupert Garton will have a beneficial interest in 598,449 Ordinary Shares representing 5.30 per cent. of the issued Ordinary Share capital of the Company.
Colin Hargrave has successfully tendered 2,525 Ordinary Shares in the Tender Offer. Accordingly, following completion of the Tender Offer, Colin Hargrave will have a beneficial interest in 12,626 Ordinary Shares representing 0.11 per cent. of the issued Ordinary Share capital of the Company.
Terms used in this announcement shall have the meaning ascribed to them in the circular sent to Shareholders on 4 November 2011 unless otherwise stated.
Enquiries:
Best of the Best plc |
William Hindmarch, Chief Executive Rupert Garton, Commercial Director |
T: 020 7371 8866 |
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Charles Stanley Securities Nominated Adviser |
Mark Taylor/Luke Webster |
T: 020 7149 6000 |
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Please visit www.botb.com for further information