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Hansteen Hldgs plc (HSTN)

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Friday 19 May, 2017

Hansteen Hldgs plc

Closure of Increased Cash Offer for IMPT

RNS Number : 7091F
Hansteen Holdings plc
19 May 2017
















19 May 2017


1.             Compulsory acquisition procedure


On 25 April 2017, the board of Hansteen Holdings PLC ("Hansteen") announced that it had increased the price payable in respect of the recommended cash offer made by Hansteen for the entire issued and to be issued ordinary share capital of Industrial Multi Property Trust PLC ("IMPT") to 330p per IMPT Share (the "Increased Offer").


As at 3:00 p.m. (London time) on 18 May, Hansteen either held, or had received valid acceptances of its Increased Offer in respect of a total of 7,727,799 IMPT Shares, representing approximately 91.89 per cent. of the current issued share capital of IMPT. For the purposes of satisfying the threshold required to implement the compulsory acquisition procedure, Hansteen holds 90.46 per cent of the IMPT Shares to which the Offer relates.


In light of the above, Hansteen will commence, on or after 23 June 2017, the procedures available to it under section 154 of the Isle of Man Companies Act 1931 to compulsorily acquire those IMPT Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances. Notice will be sent to non-accepting shareholders informing them of the compulsory acquisition of their shares by Hansteen on or after 23 June 2017. 


2.             Action to be taken by IMPT Shareholders


IMPT Shareholders who wish to accept the Increased Offer before the commencement of the compulsory acquisition procedure and have not yet done so are urged to take the following action:


A.     IMPT Shareholders (who have not previously accepted the Original Offer) now wishing to accept the Increased Offer in respect of certificated IMPT Shares should complete either: (i) the Form of Acceptance which accompanied the Original Offer Document; or (ii) the Revised Form of Acceptance which accompanied the Increased Offer Document (each as defined in paragraph 7) so as to be received by no later than 1 pm (London time) on 22 June 2017.


B.     IMPT Shareholders (who have not previously accepted the Original Offer) now wishing to accept the Increased Offer in respect of uncertificated shares should do so electronically through CREST so that the TTE instruction settles no later than 1 pm (London time) on 22 June 2017.


Pursuant to the terms of the Original Offer Document, those shareholders who have previously validly accepted the Original Offer have been paid an additional amount of 30 pence per IMPT Share. They therefore need take no further action.


Former IMPT Shareholders who have sold their IMPT Shares outside of the Original Offer will not be entitled to any further consideration.


3.             Cancellation of trading

IMPT Shareholders approved the ordinary resolution put to them at the general meeting of IMPT on 11 May 2017 to cancel trading in IMPT Shares on the Specialist Fund Segment of the London Stock Exchange's Main Market (the "Cancellation").


The board of directors of IMPT subsequently announced on 11 May that, given the very significant support for the resolution to approve the Cancellation, the board of IMPT had instructed that an application be made to the London Stock Exchange to effect the Cancellation.


The board  of directors of IMPT expect the Cancellation to take effect from 08.00 a.m. (London time) on 8 June 2017. The Cancellation will significantly reduce the liquidity and marketability of any IMPT Shares not assented to the Increased Offer.


4.             Definitions


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


"Increased Offer Document" means the revised offer document containing the full terms and conditions of the Increased Offer published by Hansteen on 28 April 2017;


"Original Offer" means the recommended all cash offer pursuant to which Hansteen offered to acquire the entire issued ordinary share capital of IMPT at a price of 300p for each IMPT Share implemented by way of a takeover offer under Chapter 1 of Part 28 of the Companies Act 2006.


"Original Offer Document" means the offer document containing the full terms and conditions of the Original Offer published by Hansteen on 22 February 2017.


"Revised Form of Acceptance" means the forms of acceptance accompanying the Increased Offer Document.







Capita Asset Services                                                                                                          Tel: +44 (0) 371 664 0321

(Receiving Agent to Hansteen)


Peel Hunt LLP                                                                                                                       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


Calls to Capita Asset Services 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.


Important notices relating to Hansteen's financial adviser


Peel Hunt LLP, 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 Increased 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 matters set out in this announcement.


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 Increased Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by IMPT or Hansteen pursuant to the Increased Offer in any jurisdiction in contravention of applicable laws.


The Increased Offer will be effected solely through the Increased Offer Document and, in respect of IMPT Shares held in certificated form, the Revised Form of Acceptance, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any decision in respect of, or other response to, the Increased 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 Increased 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 Increased 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 are contained in the Original Offer Document.


In particular, copies of this announcement and any formal documentation relating to the Increased 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 on Takeovers and Mergers (the "Code"), and permitted by applicable law and regulation, the Increased 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 Increased Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.


The receipt of cash pursuant to the Increased 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 Increased  Offer.


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.


Publication on website


A copy of this announcement will be made available on the Hansteen website by no later than 12 noon (London time) on the Business Day following the date 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.

This information is provided by RNS
The company news service from the London Stock Exchange

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