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Hansteen Hldgs plc (HSTN)

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Tuesday 25 April, 2017

Hansteen Hldgs plc

Revised offer for IMPT PLC

RNS Number : 3145D
Hansteen Holdings plc
25 April 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

 

INCREASED CASH OFFER

 

BY HANSTEEN HOLDINGS PLC

 

FOR

 

INDUSTRIAL MULTI PROPERTY TRUST PLC

 

 

25 April 2017

1.             Increased Offer

 

The board of Hansteen Holdings PLC ("Hansteen") announces that it has 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") (the "Increased Offer").

 

Under the terms of the Increased Offer, IMPT Shareholders will be entitled to receive:

 

For each IMPT Share                           330 pence in cash

 

The Increased Offer represents an increase of 10 per cent. to the original recommended offer price of 300p per IMPT Share pursuant to the Original Offer (as defined in paragraph 7 below). The Original Offer was unanimously recommended by the IMPT Independent Directors and has already succeeded. Hansteen declared the Original Offer unconditional in all respects on 23 March 2017 as it held (or had received valid acceptances in relation to the Original Offer of) in excess of 50 per cent. of the issued share capital of IMPT on that date.

 

2.             Alpha Real Trust Limited and Antler Investment Holdings Limited

Alpha Real Trust Limited ("ART") and Antler Investment Holdings Limited ("Antler") are IMPT's two largest minority shareholders who, together with their nominees, hold 1,596,543 and 641,568 IMPT Shares, respectively, representing approximately 26.61 per cent. in aggregate of the current issued share capital of IMPT (the "ART and Antler Shareholdings").

Hansteen has received irrevocable undertakings from each of ART and Antler pursuant to which ART and Antler shall sell, or procure the sale, to Hansteen (or its nominee) of the ART and Antler Shareholdings at 330p per IMPT Share in cash (in an on or off market trade) on or before 3 May 2017 (the "ART and Antler Irrevocable Undertakings") and Hansteen has agreed to make the Increased Offer to all IMPT Shareholders. ART and Antler will therefore no longer be shareholders of IMPT at the time of IMPT's next general meeting of 11 May 2017 and they have agreed not to vote at such meeting in any event.  ART has also agreed to withdraw its request dated 11 April 2017 to requisition a further meeting of the IMPT Shareholders.

When Hansteen acquires the ART and Antler Shareholdings pursuant to the ART and Antler Irrevocable Undertakings, it will own not less than 7,047,387 IMPT Shares, representing approximately 83.80 per cent. of the current issued share capital of IMPT.

 

3.             Action to be taken by IMPT Shareholders

 

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

 

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 accompanying the Original Offer Document; or (ii) the Revised Form of Acceptance which will accompany the Increased Offer Document (each as defined in this paragraph 3) so as to be received by no later than 1 pm (London time) on 18 May 2017.

 

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 18 May 2017.

 

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

 

A revised offer document (the "Increased Offer Document") containing details, and the full terms, of the Increased Offer together with a revised form of acceptance ("Revised Form of Acceptance") will be posted to IMPT Shareholders (other than in relation to anyone in any Restricted Jurisdiction) as soon as reasonably practicable.

 

4.             Cancellation of trading

A general meeting of IMPT has been convened for 11 May 2017 at which an ordinary resolution will be put to the IMPT Shareholders to cancel trading in IMPT Shares on the Specialist Fund Segment of the London Stock Exchange's Main Market.  Hansteen intends to vote in favour of such resolution, and accordingly it will be passed.  It is anticipated that the application to cancel the trading in IMPT Shares will be made on or around 11 May 2017.

 

The cancellation of trading would significantly reduce the liquidity and marketability of any IMPT Shares not assented to the Increased Offer.

 

5.             Acceptances and Hansteen's holdings in IMPT

As at 3:00 pm (London time) on 24 April 2017, being the latest practicable time prior to the release of this announcement, Hansteen had acquired (or would acquire following settlement) as a consequence of valid acceptances of its Offer 2,963,335 IMPT Shares, representing approximately 35.23 per cent. of the current issued share capital of IMPT. 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.

 

As at 3:00 pm (London time) on 24 April 2017, being the latest practicable time prior to the release of this announcement, Hansteen had acquired, as a consequence of stock market purchases, 1,845,941 IMPT Shares, representing approximately 21.95 per cent. of the current issued share capital of IMPT. 

 

Accordingly, Hansteen either owns through stock market purchases, or has received valid acceptances of the Original Offer in respect of a total of 4,809,276 IMPT Shares, representing approximately 57.18 per cent. of the current issued share capital of IMPT.

 

As noted above, when Hansteen acquires the ART and Antler Shareholdings pursuant to the ART and Antler Irrevocable Undertakings, it will own not less than 7,047,387 IMPT Shares, representing approximately 83.80 per cent. of the current issued share capital of IMPT.

 

6.             General

 

The Increased Offer is a revision to the Original Offer and shall be construed accordingly. The Increased Offer will be subject to the terms set out in the Increased Offer Document.

The Increased Offer will remain open for acceptance for a minimum of 14 days following the date on which the Increased Offer Document is published. At least 14 day's notice will be given before the closing of the Offer.

Save as disclosed above, as at 3:00 pm (London time) on 24 April 2017, being the last practicable date prior to the release of this announcement, 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.

7.             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.

 

"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.

 

Enquiries:

 

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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