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Windsorville Investments Ltd (BPDA)

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Thursday 12 February, 2009

Windsorville Investments Ltd

Offer for Bulgarian Property Developments plc

Offer for Bulgarian Property Developments plc

DICKSON MINTO W.S.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CASH OFFER

BY

WINDSORVILLE INVESTMENTS LTD.

FOR

BULGARIAN PROPERTY DEVELOPMENTS PLC

                                                                                                  12 February 2009

Summary

  • Windsorville Investments Ltd. ('Windsorville') announces the terms of its cash offer for Bulgarian Property Developments plc ('BPD'), having acquired 10,653,895 BPD Shares on 11 February 2009 at a price of 16 pence for each BPD Share and being required to make a mandatory cash offer for BPD in accordance with Rule 9 of the City Code.
  • The Offer will be made to acquire the entire issued and to be issued share capital of BPD which is not already owned or otherwise contracted to be acquired by Windsorville or any of its Associates.
  • The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of BPD Shares which, together with the BPD Shares acquired or agreed to be acquired before or during the Offer, will result in Windsorville (and any persons acting in concert with it) holding BPD Shares carrying more than 50 per cent. of the voting rights in BPD.
  • The Offer will be 16 pence in cash for each BPD Share, valuing the existing issued ordinary share capital of BPD at approximately £17.3 million.
  • The Offer will extend to all BPD Shares which are not held by Windsorville or any of its Associates and any further BPD Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) whilst the Offer remains open for acceptance (or by such earlier date as Windsorville may, subject to the City Code, decide).

Enquiries:

Douglas Armstrong, Dickson Minto W.S.
Tel: 020 7628 4455Tel: 020 7628 4455

This summary should be read in conjunction with the full text of the following announcement which sets out further details of the Offer.

Appendix 1 contains the condition and certain further terms of the Offer. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.

The announcement does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those BPD Shareholders able to receive it in due course. Those BPD Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Windsorville and for no one else in relation to the Offer and will not be responsible to anyone other than Windsorville for providing the protections afforded to clients of Dickson Minto W.S., or for giving advice in relation to the Offer or any other matter referred to in this announcement.

The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All BPD Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will be capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.

The directors of Windsorville accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of BPD, all 'dealings' in any 'relevant securities' of BPD (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of BPD, they will be deemed to be a single person for the purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of BPD by Windsorville or by BPD, or by any of their respective 'associates', must also be disclosed by no later than 12.00 noon (London time) on the London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 207 638 0129; fax number +44 (0) 207 236 7013.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CASH OFFER

BY

WINDSORVILLE INVESTMENTS LTD.

FOR

BULGARIAN PROPERTY DEVELOPMENTS PLC

1. Introduction

The Board of Windsorville announces the terms of a cash offer to be made by Windsorville to acquire all of the issued and to be issued BPD Shares which are not already owned or otherwise contracted to be acquired by Windsorville or any of its Associates.

The Offer will be 16 pence in cash for each BPD Share, valuing the existing issued ordinary share capital of BPD at approximately £17.3 million.

Windsorville is a company incorporated in the Bahamas and is ultimately owned as to 100 per cent. by the family interests of Joseph C. Lewis.

The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of BPD Shares which, together with the BPD Shares acquired or agreed to be acquired before or during the Offer, will result in Windsorville (and any persons acting in concert with it) holding BPD Shares carrying more than 50 per cent. of the voting rights in BPD.

2. The Offer

The Offer, which will be subject to the condition and further terms set out below (and in Appendix 1) and to be set out in the formal Offer Document and the Form of Acceptance when issued, will be made on the following basis:

for each BPD Share              16 pence in cash

The Offer will extend to all BPD Shares which are not held by Windsorville or any of its Associates and any further BPD Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) whilst the Offer remains open for acceptance (or by such earlier date as Windsorville may, subject to the City Code, decide).

The Offer values the existing issued ordinary share capital of BPD at approximately £17.3 million.

The BPD Shares will be acquired by Windsorville fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid after the date of this announcement. The condition and certain further terms of the Offer are set out or referred to in Appendix 1.

3. Background to and reasons for the Offer

Windsorville is making the Offer as required under Rule 9 of the City Code.

4. Information on BPD

BPD is a property development and property trading company focussed on the Bulgarian property market. BPD has offices in London and Sofia and its ordinary shares are admitted to trading on AIM.

5. Information on Windsorville

Windsorville was incorporated on 12 September 2006 in the Bahamas and is ultimately owned as to 100 per cent. by the family interests of Joseph C. Lewis. Windsorville has no publicly available financial information.

Joseph C. Lewis is a British citizen and a Bahamian resident. He has investments in a number of businesses, particularly in North America and in the United Kingdom.

The registered office of Windsorville is Cape Horn Management Ltd., P.O. Box N-7776, E.P. Taylor Drive, Lyford Cay, New Providence, The Bahamas.

6. Financing of the Offer

The Offer will be financed from Windsorville's existing cash resources.

Dickson Minto W.S., the legal adviser to Windsorville, is satisfied that sufficient financial resources are available to Windsorville to satisfy the cash consideration payable to BPD Shareholders in the event of full acceptance of the Offer.

7. Option holders

The Offer is being extended to any BPD Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or, subject to the City Code, by such earlier date as Windsorville may decide), including BPD Shares issued pursuant to the exercise of any outstanding options.

If the Offer becomes or is declared unconditional in all respects, to the extent any options remain unexercised or have not lapsed, Windsorville will make appropriate proposals to those option holders in due course.

8. Compulsory acquisition, cancellation of trading and re-registration

If Windsorville receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the BPD Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by BPD Shares to which the Offer relates) Windsorville shall have the right pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining BPD Shares in respect of which the Offer has not been accepted. Windsorville intends to exercise this right.

Assuming the Offer becomes or is declared unconditional in all respects and provided that Windsorville has acquired or agreed to acquire 75 per cent. of the voting rights attached to the BPD Shares, Windsorville intends to procure the making of an application by BPD for the cancellation of admission to trading of BPD Shares on AIM in accordance with the AIM rules.

If application is made, it is anticipated that cancellation of admission to trading on AIM will take effect no earlier than 20 clear Business Days after Windsorville has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the BPD Shares. The cancellation would significantly reduce the liquidity and marketability of any BPD Shares not assented to the Offer at that time.

It is also intended that, following such cancellation, BPD will be re-registered as a private company under the relevant provisions of the Companies Acts.

9. Disclosure of interests in BPD Shares

As at the date of this announcement Windsorville owns 38,498,253 BPD Shares representing approximately 35.57 per cent. of the issued share capital of BPD.

Apart from such holding, as at 11 February 2009, being the last practicable date prior to this announcement, neither Windsorville nor, so far as Windsorville is aware, any person acting in concert (within the meaning of the City Code) with Windsorville, had an interest in or right to subscribe for relevant securities of BPD or had borrowed or lent, or had any short position in relation to, relevant securities of BPD (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 any relevant securities of BPD.

Neither Windsorville nor, so far as Windsorville is aware, any person acting in concert with Windsorville has any arrangement in relation to BPD Shares, or any securities convertible or exchangeable into BPD Shares, or options (including traded options) in respect of, or derivatives referenced to, BPD Shares. For these purposes, 'arrangement' includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of BPD which is, or may be, an inducement to deal or refrain from dealing in such securities.

10. General

It is expected that the Offer Document will be despatched to BPD Shareholders by Windsorville by 11 March 2009.

The Offer will be on the terms and subject to the condition set out herein and in Appendix 1 and to be set out in the Offer Document and the Form of Acceptance.

The Offer and the acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts.

Details of the sources and bases of certain information set out in this announcement are included in Appendix 2. Appendix 3 contains definitions of certain terms used in this announcement.

Enquiries:

Douglas Armstrong, Dickson Minto W.S.
Tel: 020 7628 4455Tel: 020 7628 4455

This announcement does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those BPD Shareholders able to receive it in due course. Those BPD Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Windsorville and for no one else in relation to the Offer and will not be responsible to anyone other than Windsorville for providing the protections afforded to clients of Dickson Minto W.S., or for giving advice in relation to the Offer or any other matter referred to in this announcement.

The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails or, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All BPD Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will be capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.

The directors of Windsorville accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of BPD, all 'dealings' in any 'relevant securities' of BPD (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3:30pm (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of BPD, they will be deemed to be a single person for the purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of BPD by Windsorville or by BPD, or by any of their respective 'associates', must also be disclosed by no later than 12.00 noon (London time) on the London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.

APPENDIX 1

Condition and certain further terms of the Offer

Condition of the Offer

The Offer will comply with the applicable rules and regulations of AIM and the City Code, will be governed by English law and will be subject to the jurisdiction of the courts of England and to the terms and condition set out below, and to be set out in the Offer Document and in the Form of Acceptance:

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1:00pm (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Windsorville may, subject to the rules of the City Code, decide) in respect of such number of BPD Shares which, together with the BPD Shares acquired or agreed to be acquired by Windsorville, or by parties acting in concert with Windsorville, before or during the offer period, will result in Windsorville and any party acting in concert with it holding BPD Shares which together carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of BPD.

For the purpose of this condition:

(i) BPD Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue; and

(ii) the expression 'BPD Shares to which the Offer relates' shall be construed in accordance with Chapter 3 of Part 28 of the 2006 Act.

If the Offer lapses, the Offer will cease to be capable of further acceptance and Windsorville and holders of BPD Shares shall thereupon cease to be bound by prior acceptances delivered on or before the time when the Offer lapses.

APPENDIX 2

Sources and Bases of Information

1. The value attributed to the existing issued ordinary share capital of BPD is based upon 108,238,914 BPD Shares in issue on 11 February 2009, based on public information filed at Companies House in the United Kingdom at that date.

APPENDIX 3

Definitions

 

1985 Act:

      the Companies Act 1985, as amended

2006 Act:

the Companies Act 2006

AIM:

the Alternative Investment Market of the London Stock Exchange

Associate:

shall be construed as 'associates' is construed in sections 974 to 991 of the 2006 Act

Australia:

the Commonwealth of Australia, its states, territories and possessions

BPD:

Bulgarian Property Developments plc, a public company registered in England and Wales under number 05118060

BPD Group:

BPD and its subsidiaries and subsidiary undertakings, as defined in the 2006 Act

BPD Shareholders:

holders of BPD Shares

BPD Shares:

ordinary shares of 25 pence each in the capital of BPD

Business Day:

means a day on which the London Stock Exchange is open for the transaction of business

Canada:

Canada, its provinces and territories and all areas subject to its jurisdiction

City Code:

the City Code on Takeovers and Mergers

Companies Acts:

the 1985 Act and/or the 2006 Act, as the case may be

Form of Acceptance:

the form of acceptance and authority relating to the Offer which will, in the case of BPD Shareholders who hold their BPD Shares in certificated form, accompany the Offer Document

Japan:

Japan, its cities and prefectures, territories and possessions

London Stock Exchange:

London Stock Exchange plc

Offer:

the proposed cash offer to be made by Windsorville to acquire the entire issued and to be issued share capital of BPD not already owned or otherwise contracted to be acquired by Windsorville or any of its Associates, on the terms and subject to the condition to be set out in the Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal thereof

Offer Document:

the document proposed to be sent to holders of BPD Shares containing, amongst other things, the terms and condition of the Offer and, where appropriate, any other document(s) containing the terms and condition of the Offer

Panel:

The Panel on Takeovers and Mergers

Restricted Jurisdiction:

any jurisdiction where local law or regulations may result in risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to any BPD Shareholders in that jurisdiction

United States or US:

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

Windsorville:

Windsorville Investments Ltd., a company incorporated in the Bahamas

£:

UK pounds sterling (and references to 'pence' shall be construed accordingly)


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