Hansteen Hldgs plc

Offer Update Level Of Acceptances

RNS Number : 6147Z
Hansteen Holdings plc
15 March 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

RECOMMENDED CASH OFFER

 

BY HANSTEEN HOLDINGS PLC

 

FOR

 

INDUSTRIAL MULTI PROPERTY TRUST PLC

 

LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER

 

15 March 2017

 

 

1.             Introduction

 

On 17 February 2017, the Hansteen Directors and the IMPT Independent Directors announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Hansteen would offer to acquire the entire issued ordinary share capital of IMPT, to be implemented by way of a takeover offer under under Chapter 1 of Part 28 of the Companies Act 2006.

 

On 22 February 2017, Hansteen published its offer document containing the full terms and conditions of the Offer and the procedures for its acceptance, together with the related Forms of Acceptance, to IMPT Shareholders.

 

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

 

2.             Level of acceptances

 

As at 1:00 pm (London time) on 15 March 2017, being the First Closing Date of the Offer, Hansteen had received valid acceptances of its Offer in respect of 2,391,839 IMPT Shares, representing approximately 28.44 per cent. of the current issued share capital of IMPT, which Hansteen may count towards the satisfaction of the Acceptance Condition. Of these, acceptances have been received in respect of 70,400 IMPT Shares, representing approximately 0.84 per cent. of the current issued share capital of IMPT, pursuant to the terms of certain irrevocable undertakings given by certain IMPT Shareholders in connection with the Offer.

 

In addition, Hansteen has acquired and settled 1,332,867 IMPT Shares, representing approximately 15.85 per cent. of the current issued share capital of IMPT.

 

Accordingly, Hansteen either holds, or has received, valid acceptances of its Offer in respect of a total of 3,724,706 IMPT Shares, representing approximately 44.29 per cent. of the current issued share capital of IMPT which it may count towards satisfaction of the Acceptance Condition.

 

On 14 March 2017, Hansteen additionally acquired 437,500 IMPT Shares in aggregate, representing approximately 5.20 per cent. of the current issued share capital of IMPT. The acquisition of these shares has not yet settled. Accordingly, these additional shares have not been included in the total number of shares which Hansteen has counted towards the satisfaction of the Acceptance Condition, as set out above. As is usual, it expected that the acquisition of these additional shares will settle two days after purchase.

 

Hansteen has also received acceptances of its Offer which have not been accompanied by share certificates or other valid cover but are otherwise valid, in respect of 124,982 IMPT Shares, representing approximately 1.49 per cent. of the current issued share capital of IMPT. Accordingly, these acceptances have not been included in the total number of acceptances which Hansteen has counted towards the satisfaction of the Acceptance Condition, as set out above.

 

The percentage holdings of IMPT Shares referred to in this announcement are based on there being a total of 8,409,520 IMPT Shares in issue.

 

3.             Extension of Offer

 

Hansteen announces that the Offer is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on Wednesday 22 March 2017 (the "Second Closing Date"). Hansteen reserves the right to close, or extend further, the Offer at that time.

 

However, there can be no certainty that the Offer will be extended beyond the Second Closing Date. Should the Offer lapse, there is no certainty that an alternative transaction will be pursued by Hansteen. IMPT Shareholders who have not yet accepted the Offer are urged to do so without delay.

 

4.             Interests in IMPT Shares

Save as disclosed above, as at 1:00 pm (London time) on 15 March 2017, being the First Closing Date of the Offer, none of Hansteen nor any of the Hansteen Directors, nor (so far as the Hansteen Directors are aware having made due and careful enquiry) any person acting, or deemed to be acting, in concert with Hansteen:

(a)           had an interest in, or right to subscribe for, relevant securities of IMPT;

(b)           had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of IMPT;

(c)           had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of   relevant securities of IMPT; or

(d)           had borrowed or lent any IMPT Shares.

Furthermore, no arrangement exists between Hansteen, nor (so far as the Hansteen Directors are aware having made due and careful enquiry) any person acting, or deemed to be acting, in concert with Hansteen in relation to IMPT Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to IMPT Shares which may be an inducement to deal or refrain from dealing in such securities.

 

5.             Action to be taken by IMPT Shareholders

 

IMPT Shareholders who have not yet accepted the Offer are urged to do so without delay:

 

(1)           If you hold IMPT Shares in certificated form (that is, not in CREST), you must complete a Form of Acceptance in accordance with the instructions printed thereon and return it to the Receiving Agent, Capita Asset Services (along with any appropriate share certificate(s) and/or other document(s) of title) as soon as possible in accordance with the procedures set out in the Form of Acceptance and Section C of Part III of the Offer Document.

 

(2)           If you hold IMPT Shares in uncertificated form (that is, in CREST), you should follow the procedures for electronic acceptance through CREST so that a relevant TTE instruction settles as soon as possible in accordance with the procedures set out in Section D of Part III of the Offer Document. If you hold your IMPT Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to your IMPT Shares.

 

6.             General

 

Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document and a specimen Form of Acceptance are available on the Hansteen website at www.hansteen.co.uk/investors/offer-documents and on the IMPT website at www.industrialmultipropertytrust.com/offer/#. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Capita Asset Services, on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies will be provided, free of charge, within two business days of the request.

 

Enquiries:

 

Peel Hunt                                                                                                                              Tel: +44 (0) 20 7418 8900

(Sole Financial Adviser and Broker to Hansteen)

Capel Irwin

James Britton

 

Tavistock                                                                                                                                Tel:+44 (0) 20 7920 3150

(PR Adviser to Hansteen)

Jeremy Carey

 

Important Notices relating to Financial Advisers

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Hansteen and no one else in connection with the Offer and will not be responsible to anyone other than Hansteen for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matter referred to herein or in the Offer Document.

 

Further Information

This announcement is for information purposes only and is not intended to, and does not constitute, or form any part of, any offer to sell or subscribe for or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by IMPT or Hansteen pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer Document and, in respect of IMPT Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. IMPT Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

 

This announcement does not constitute a prospectus or prospectus equivalent document.

 

Overseas Shareholders

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.

 

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, any agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise determined by the offeror or required by the City Code, and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

 

The receipt of cash pursuant to the Offer by IMPT Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each IMPT Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

 

This announcement has been prepared in compliance with English law, the rules of the London Stock Exchange and the 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 of England and Wales.

 

Information relating to IMPT Shareholders

Please be aware that addresses, electronic addresses and certain information provided by IMPT Shareholders, persons with information rights and other relevant persons for the receipt of communications from IMPT may be provided to Hansteen during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.hansteen.co.uk/investors/offer-documents and www.industrialmultipropertytrust.com/offer/# in each case, by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Hansteen's or IMPT's websites (or any other website) is incorporated into, or forms part of, this announcement.

 

Availability of hard copies

An IMPT Shareholder may request hard copies of any document published on IMPT's or Hansteen's website (including this announcement) in connection with the Offer by requesting this from either Hansteen by contacting Richard Lowes, Finance Director, at Hansteen Holdings PLC, 1st Floor Pegasus House, 3743 Sackville Street, London W1S 3DL or telephone number +44 (0) 207 408 7000; or IMPT by contacting Philip Scales at Industrial Multi Property Trust PLC c/o FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or +44 (0) 1624 681 250.

 

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different places within this announcement may vary slightly and figures shown as totals in this announcement may not be an arithmetic aggregation of the figures that precede them.


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