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Tuesday 14 January, 2020

Flotonic Limited

Increased Offers & Intention To Procure Delisting

RNS Number : 6689Z
Flotonic Limited
14 January 2020
 

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

14 January 2020

recommended cash offerS (the "Increased Offers")

for

AFI Development Plc ("AFI Development Plc" or the "Company")

by

FLOTONIC LIMITED ("Flotonic" or the "Offeror")

INCREASED OFFERS UNCONDITIONAL IN ALL RESPECTS AND INTENTION TO PROCURE DELISTING

1. Introduction

On 25 October 2019, the Offeror Board and the Company Board announced the terms of two cash offers to be made by the Offeror for: (a) all of the A Ordinary Share capital of the Company not already owned by the Offeror (including A Ordinary Shares represented by GDRs, each GDR representing one A Ordinary Share), and (b) all of the B Ordinary Share capital of the Company not already owned by the Offeror (together the "Original Offers").

On 19 December 2019, the Offeror and the Company Board announced revised offers, at an increased offer price to the Original Offers (the "Increased Offers"), and published a supplemental offer document (the "Revised Offer Document"). The Revised Offer Document contained a letter from the Chairman of the Company, on behalf of the Company Board, recommending, for the reasons set out in such letter, that Security Holders should now accept the Increased Offers.

On 20 December 2019, it was announced that the Delisting Threshold had been met.

The Offeror is pleased to announce that the Increased Offers have become unconditional both as to acceptances and in all respects. The Increased Offers will remain open for acceptances until 1.00 p.m. on 27th January 2020 (unless extended further). As the Increased Offers have become unconditional in all respects and the Delisting Threshold has been met, the Offeror intends to procure that the Company:

(a) 

applies to the London Stock Exchange to cancel the listing of the B Ordinary Shares on the Official List and for the cancellation of trading of the B Ordinary Shares on the Main Market of the London Stock Exchange. This delisting is expected to occur on or around 21 February 2020 and

(b) 

will make an application for the cancellation of the listing of the GDRs on the Official List and cancellation of trading of the GDRs on the Main Market of the London Stock Exchange. This delisting is expected to occur on or around 21 February 2020.

Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the same meanings as set out in the Revised Offer Document.

Copies of this Announcement will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on the Company's website at https://www.afi-development.com/en/ until the end of the Offer Period. No other information contained in the Company's website is incorporated by reference into this document.   

2. Offers wholly unconditional

The Offeror is pleased to announce that all Conditions to the Increased Offers set out in the Revised Offer Document and the Original Offer Document have now been satisfied or waived (as applicable) and, accordingly, the Offeror is pleased to announce that the Increased Offers have also now become unconditional in all respects.

3. Existing Holdings

Prior to this Announcement, Flotonic owned or controlled:

·     

336,948,796 GDRs in the Company, representing 64.32 per cent.  of the issued A Ordinary Shares, with each GDR representing one A Ordinary Share; and

·     

342,799,658 B Ordinary Shares, representing 65.44 per cent.  of the issued B Ordinary Shares.

As a result, in aggregate, Flotonic is interested in 679,748,454 Securities representing 64.88 per cent.  of the issued share capital of the Company.  Flotonic has not acquired or traded any Securities in the last twelve months.

The sole director of Flotonic does not hold any interest in any shares in the Company or in Flotonic.

As at the date of this Accouncement, VTBC, VTB Bank or any other entities controlled by the VTB Group had no direct or indirect interest in the Securities of the Company.

4. Level of Acceptances

As at 5.00 p.m. (London time) on 13 January 2020:

a)  

the total number of B Ordinary Shares in respect of which the Offeror has received acceptances and may count towards the satisfaction of the relevant Acceptance Condition is 138,297,668, representing 26.40 per cent. of the total issued B Ordinary Shares; and

b)  

the total number of A Securities in respect of which the Offeror has received acceptances and may count towards the satisfaction of the relevant Acceptance Condition is 150,638,574, representing 28.76 per cent. of the total issued A Securities.

Taking account of the acceptances under the Original Offers and Increased Offers detailed above and the number of Securities already owned or controlled by the Offeror, the Offeror owns or controls (or has agreed to acquire):

a)  

487,587,370 A Securities in the Company, representing 93.08 per cent. of the issued A Securities; and

b)  

481,097,326 B Ordinary Shares, representing 91.84 per cent. of the issued B Ordinary Shares.

5. Procedure for acceptance

The Offeror further announces that the Increased Offers will remain open until 1.00 p.m. on 27th January 2020 (unless extended further). Security Holders who have not already validly accepted the Relevant Increased Offers are encouraged to do so by taking the following action:

1.  

If the Security Holder is a DI Holder (that is, it holds B Ordinary Shares in uncertificated form in CREST), to accept the Increased B Share Offer the Security Holder should follow the procedures for Electronic Acceptance set out in paragraph 16.1 of Part II of the Revised Offer Document as soon as possible.

If the Security Holder holds its DIs as a CREST sponsored member, the Security Holder should refer to its CREST sponsor as only its CREST sponsor will be able to send the necessary TTE instruction to the relevant Clearing System.

2.  

If the Security Holder is a Registered Holder (that is, the Security Holder holds its Shares in certificated form and not in CREST), to accept the Relevant Increased Offer, complete and return the applicable New Form(s) of Acceptance by post or by hand (during normal business hours only) to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible. Please refer to paragraph 16.2 of the Revised Offer Document for further details.

3.  

If the Security Holder is a GDR Holder (subject to the Increased A Share Offer), the Security Holder should instruct its broker or other securities intermediary through which it holds GDRs to instruct Clearstream or Euroclear, as applicable, to block its GDRs in its account for the purpose of tendering in the Increased A Share Offer. Please refer to paragraph 16.3 of the Revised Offer Document for further details.  

Security Holders are advised to read paragraph 16 of the letter from the Offeror set out in Part II of the Revised Offer Document for further information regarding the procedure for acceptance of the Increased Offers.

6. Settlement

Settlement of the consideration to which any Security Holder is entitled under the Increased Offers will be dispatched to validly accepting Security Holders (i) in the case of acceptances received, valid and complete in all respects, within 14 days of the date of this Announcement or (ii) in the case of acceptances received after the date of this Announcement which are valid and complete in all respects, within 14 days of such receipt, in each case in the manner described in the Revised Offer Document and the Original Offer Document.

7. Compulsory Acquisition

The Offeror intends as soon as practicable to exercise its rights pursuant to the provisions of Cypriot law to compulsorily acquire the remaining Securities in respect of which the Increased Offers have not been accepted, on the same terms as the Increased Offers.

8. Delisting

As the Increased Offers have become unconditional in all respects, and the Delisting Threshold has been met, the Offeror intends to procure that the Company applies to the London Stock Exchange to (i) cancel the listing of the B Ordinary Shares on the Official List and for the cancellation of trading of the B Ordinary Shares of the Main Market on the London Stock Exchange and (ii) cancel the listing of the GDRs on the Official List and cancellation of trading of the GDRs on the Main Market of the London Stock Exchange. 

It is anticipated that, subject to compliance with the applicable requirements of the Listing Rules, delisting of the B Ordinary Shares and the GDRs will take effect on or around 21 February 2020.

Cancellation of admission to trading would be likely to reduce significantly the liquidity and marketability of any B Ordinary Shares and any A Securities in respect of which the Increased Offers have not been accepted at such time. Please refer to paragraph 10 of Part II of the Revised Offer Document for further information.

9. Enquiries

Flotonic Limited

 

Natalia Pirogova

+7 965 3920595

VTB Capital plc

Offeror Group financial adviser

Alexander Metherell

Elena Loseva

+44 (0) 2033348708

 

VTB Capital plc ("VTBC"), which is authorised and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for the Offeror Group and no-one else in connection with the Increased Offers and this Announcement, and will not be responsible to anyone other than the Offeror Group for providing the protections afforded to clients of VTBC nor for providing advice in connection with the Offers or this Announcement or any matter referred to herein.

10. Further Information

This Announcement, which does not constitute a prospectus or prospectus equivalent (or document containing information on the transaction and its impact on the issuer for the purposes of the Prospectus Regulation Rules), is for information purposes only and is not intended to, and does not constitute, or form part of an invitation or offer to sell or to purchase, or otherwise subscribe for or acquire, or to sell or otherwise dispose of any securities, or the solicitation of an offer to purchase or subscribe for any securities, or any solicitation of any vote of approval in any jurisdiction pursuant to the Increased Offers or otherwise.

The full terms and conditions of the Increased Offers (including details of how the Increased Offers may be accepted, or in the case of eligible GDR Holders (where relevant), how to instruct the GDR Depositary to accept the Increased A Share Offer on their behalf) are set out in the Revised Offer Document and the documentation accompanying the Revised Offer Document, which in the case of Certificated Shares, includes the related New Form(s) of Acceptance. The Increased Offers were made solely through the Revised Offer Document and the documentation accompanying the Revised Offer Document, which in the case of Certificated Shares, includes the relevant New Form(s) of Acceptance, and any acceptance of the Increased Offers should be made only on the basis of the information contained in the Revised Offer Document and, in the case of Certificated Shares, the relevant New Form(s) of Acceptance. Further details of how eligible holders of GDRs can accept the Increased A Share Offer are set out in the Revised Offer Document.

In accordance with, and to the extent permitted by Cypriot Law and normal UK market practice and pursuant to Rule 14e-5(b)(12) under the U.S. Securities Exchange Act of 1934, the Offeror or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Securities, outside the United States, otherwise than pursuant to the Increased Offers, before or during the period in which the Increased Offers remain open for acceptance, such as in open market at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Cypriot rules, including the rules of the London Stock Exchange and the Financial Conduct Authority, to the extent applicable.

The availability of the Increased Offers and the release and/or distribution of this Announcement in or into jurisdictions other than the UK or the Republic of Cyprus may be restricted by the laws and regulations of those jurisdictions and therefore persons who are not resident in the UK or the Republic of Cyprus into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Increased Offers are not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Increased Offers will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this Announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Increased Offers.

This Announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.

Neither the Securities and Exchange Commission in the United States nor any state securities commission in the United States has reviewed, approved or disapproved this Announcement or any of the proposals contained in this Announcement.

11. Overseas Security Holders

Unless otherwise determined by the Offeror, the Increased Offers are not made, directly or indirectly, in or into, or by the use of mail or by any other means or instrumentally (including, without limitation, by any means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Offeror, the Increased Offers (and any documentation relating thereto) must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from (whether by issue of the mail or by any other means or instrumentally (including, without limitation, by any means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and persons receiving this Announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction as doing so may render invalid any purported acceptance of the Increased Offers.

The availability of the Increased Offers or the distribution of this Announcement to Security Holders who are not resident in the Republic of Cyprus or the UK may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to Overseas Security Holders is contained in the Revised Offer Document.

The Increased Offers, which are open to Overseas Security Holders, subject to the restrictions contained herein, are subject (to the extent applicable) to the laws of England and the Republic of Cyprus. It is important for Overseas Security Holders to be aware that this document is subject (to the extent applicable) to disclosure regulations in the United Kingdom and disclosure and takeover law and regulations in the Republic of Cyprus that are different from those in the jurisdictions of the Overseas Security Holders. In addition, Overseas Security Holders should be aware that this document has been prepared in accordance with English and Cypriot format and style, which differs from the format and style that might have been used in their jurisdiction.

Overseas Security Holders should note that this document has been prepared for the purposes of complying with all applicable provisions of Cypriot Law and the information disclosed in the Revised Offer Document may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of jurisdictions outside the Republic of Cyprus.

12. Notices to US Investors

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE INCREASED OFFERS, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The Increased Offers, which are open to Security Holders in the United States, are subject to the (to the extent applicable) laws of England and the Republic of Cyprus. It is important for Security Holders in the United States to be aware that this document is subject (to the extent applicable) to disclosure regulations in the UK and disclosure and takeover law and regulations in the Republic of Cyprus that are different from those in the United States. In addition, U.S. Securities Holders should be aware that this document has been prepared in accordance with English and Cypriot format and style, which differs from the U.S. format and style. In particular the financial information prepared by the Company has been prepared in accordance with international financial reporting standards, and this may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

As applicable, the Offeror will comply with regulation 14e under the U.S. Securities Exchange Act of 1934, as amended, subject to any exemption or partial exemption which it may determine is applicable prior to commencing the Increased Offers. It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since the Offeror and the Company are located in non-U.S. jurisdictions and some or all of their officers or directors may be residents of non-U.S. jurisdictions. Therefore, it may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

13. Notice to persons resident or located in Russia 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF B ORDINARY SHARES OR THE A SECURITIES OF THE COMPANY. NEITHER THIS ANNOUNCEMENT NOR THE INCREASED OFFERS DESCRIBED HEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THIS ANNOUNCEMENT NOR THE INCREASED OFFERS DESCRIBED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NEITHER THE B ORDINARY SHARES OR THE A SECURITIES OF THE COMPANY, TO WHICH THE INCREASED OFFERS RELATE, ARE REGISTERED IN THE RUSSIAN FEDERATION OR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL, 1996 NO. 39 FZ "ON THE SECURITIES MARKET" (AS AMENDED)

14. Notice to persons resident or located in Israel

FOR THE AVOIDANCE OF DOUBT IT IS HEREBY CLARIFIED, THAT SINCE THE SECURITIES OF THE COMPANY ARE NOT LISTED ON A STOCK EXCHANGE IN ISRAEL, THE INCREASED OFFERS SHALL NOT CONSTITUTE AN OFFER PURSUANT TO THE ISRAELI SECURITIES LAW AND CONSEQUENTLY THE PROVISIONS OF THE ISRAELI SECURITIES REGULATIONS (TENDER OFFER) 2000 OR OTHER PROVISIONS OF ISRAELI SECURITIES LAW, WILL NOT APPLY TO THE OFFERS.

15. No Profit Forecast or Estimates

Nothing in this Announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per B Ordinary Share, A Ordinary Share or GDR for the current or future financial years, will necessarily match or exceed the historical published earnings per B Ordinary Share, A Ordinary Share or GDR.

16. Fractional Entitlements

Each Security Holder's entitlement under the Increased Offers will be rounded down to the nearest whole number.

17. Other

As Flotonic already has "control" of the Company, the Increased Offers do not have "as their objective, the acquisition of control of the offeree company in accordance with national law". In addition, the Company is registered in the Republic of Cyprus. As such the Increased Offers are not subject to the City Code on Takeovers and Mergers. Accordingly, the Increased Offers are not subject to the jurisdiction of, and are not regulated or reviewed by, the Panel on Takeovers and Mergers ("Panel") and the Panel does not have any responsibility, in relation to the Company, for ensuring compliance with the Code and is not able to answer any Security Holder's queries.

Further, since the Company has its registered office in the Republic of Cyprus and the B Ordinary Shares and the GDRs are listed on a regulated market in the United Kingdom, the Cypriot Takeover Law applies only in respect of the matters referred to in section 4(4)(b)(ii) of the same law, namely matters relating to the information to be provided to the employees of the Company, the percentage of voting rights necessary for the acquisition of control and exceptions from the obligation to launch a bid as well as the conditions under which the board of the Company may undertake any action capable of cancelling the bid. As such, this document has not been approved by CySec.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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