RNS Number:4603A
Precinct Investments Ltd
02 July 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
2 July 2004
RECOMMENDED PRE-CONDITIONAL INCREASED CASH OFFERS
BY
DELOITTE CORPORATE FINANCE
ON BEHALF OF
PRECINCT INVESTMENTS LIMITED
FOR
GRESHAM HOTEL GROUP PLC
Summary
* The directors of Precinct and the Board of Gresham are pleased to announce the terms of
recommended pre-conditional increased cash offers, to be made by Deloitte Corporate
Finance on behalf of Precinct, to acquire the entire issued and to be issued share capital
of Gresham.
* The Increased Ordinary Share Offer will be made on the basis of:
- cash consideration of Euro1.30 per Ordinary Share; and
- additional contingent cash consideration of Euro0.10 per Ordinary Share.
* The Increased Preference Share Offer will be made on the basis of:
- cash consideration of Euro1.30 per Preference Share; and
- additional contingent cash consideration of Euro0.10 per Preference Share.
* The Increased Offers will constitute a revision of the Original Offers. The making of the
Increased Offers is subject to the satisfaction or waiver of the Pre-conditions set out in
Appendix I to the following announcement. The Pre-conditions relate to the receipt of
irrevocable commitments to accept the Increased Offers in respect of, in aggregate,
33,882,601 Ordinary Shares representing approximately 42.6 per cent. of the existing
issued ordinary share capital of Gresham and 4,188,893 Preference Shares representing
approximately 99.7 per cent. of the existing issued preference share capital of Gresham.
* As previously announced, by 3.00 p.m. on 29 June 2004 Precinct had received valid
acceptances of the Ordinary Share Offer in respect of a total of 29,478,366 Ordinary
Shares, representing approximately 37.09 per cent. of Gresham's existing issued ordinary
share capital and valid acceptances of the Preference Share Offer in respect of a total of
3,367 Preference Shares, representing approximately 0.08 per cent. of Gresham's existing
issued preference share capital.
* Subject to the Increased Offers being declared unconditional in all respects, the
additional contingent cash consideration of Euro0.10 per Gresham Share shall become payable
to all Gresham Shareholders who validly accept the Increased Offers in the event that
valid acceptances have been received in respect of at least 80 per cent. of each of the
Ordinary Shares and Preference Shares to which the Increased Offers relate.
* All the directors of Gresham (with the exception of Mr Amos Pickel who has excluded
himself from consideration of the Increased Offers) intend to recommend that Gresham
Shareholders accept the Increased Offers.
The directors of Gresham who recommended the Original Offers accepted the Original Offers
in respect of the, in aggregate, 967,983 Ordinary Shares owned or controlled by them,
representing approximately 1.2 per cent. of the existing issued ordinary share capital of
Gresham. They shall therefore be deemed to have accepted the Increased Offers.
Mr Harvey Soning intends to accept the Increased Offers in respect of his own beneficial
holding of 250,000 Ordinary Shares, representing approximately 0.3 per cent. of the
existing issued ordinary share capital of the Company.
Mr Amos Pickel, who is chief executive officer of Red Sea Group (which has a shareholding
carrying approximately 27.7 per cent. of the voting rights of Gresham), has excluded
himself from the consideration by the Board of Gresham of the Original Offers and the
Increased Offers.
* Gresham Shareholders who have already validly accepted the Original Offers need take no
further action - their acceptances are deemed to be acceptances of the Increased Offers
and, subject to the Increased Offers being declared unconditional in all respects, they
will receive the consideration due under the terms of the Increased Offers for their
Gresham Shares (assuming that the Gresham Shareholder's form of acceptance was valid and
complete in all respects).
* Gresham Shareholders wishing to accept the Increased Offers before they receive the
Increased Offer Document may do so by completing and returning one of the Forms of
Acceptance that they have already received (together with the relevant share certificate
(s) and/or other documents of title), in accordance with the procedure set out therein and
in the Original Offer Document.
* The Increased Offers will remain open for acceptance for at least 14 days following the
posting of the Increased Offer Document.
Commenting on the Increased Offers, Mr John Joseph Murphy, Chairman of Precinct,
said:
"We are confident that the Increased Offers represent an attractive cash exit
for all the shareholders of Gresham and look forward to successfully completing
the Increased Offers as expediently as possible."
Commenting on the Increased Offers, Mr Donal Chambers, senior non-executive
director of Gresham, said:
"The Gresham Board very much welcomes the Increased Offers by Precinct and
recommends all Gresham Shareholders to accept the Increased Offers as soon as
possible."
Enquiries:
Precinct
Wilson Hartnell Public Relations Telephone: + 353 1 669 0030
Roddy Guiney
Deloitte Corporate Finance
David O'Flanagan Telephone: +353 1 417 2200
Kevin Beary
Jonathan Hinton Telephone: +44 20 7936 3000
NCB Stockbrokers Limited
Fergus McLoughlin Telephone: +353 1 611 5611
Gresham Hotel Group
Patrick Coyle Telephone: +353 1 817 6209
Fiona Gillespie (Communications Consultant) Mobile: +353 87 250 2447
AIB Corporate Finance
Mon O'Driscoll Telephone: +353 1 667 0233
Peter Coyne
This summary should be read in conjunction with the full text of the
announcement which follows.
The Increased Offers will be subject to the conditions and certain other terms
set out in Appendix II to the following announcement, in the Original Offer
Document, in the Acceptance Documents and to be set out in the Increased Offer
Document.
The directors of Precinct accept responsibility for the information contained in
this summary, other than that relating to Gresham, the Gresham Group, the
directors of Gresham and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of the
directors of Precinct (who have taken all reasonable care to ensure that such is
the case), the information contained in this summary for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of Gresham accept responsibility for the information contained in
this summary relating to Gresham, the Gresham Group, the directors of Gresham
and members of their immediate families, related trusts and persons connected
with them. The Board of Gresham (with the exception of Mr Amos Pickel) further
accepts responsibility for the recommendation referred to in this summary. Mr
Pickel does not accept responsibility for the recommendation. To the best of
the knowledge and belief of the directors of Gresham (who have taken all
reasonable care to ensure that such is the case), the information contained in
this summary for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Increased Offers and will not be responsible to anyone other than Precinct
for providing the protections afforded to clients of Deloitte Corporate Finance
or for providing advice in relation to the Increased Offers, the contents of
this summary and the following announcement or any transaction or arrangement
referred to herein or therein.
NCB Stockbrokers Limited, which is authorised by the Irish Financial Services
Regulatory Authority under the Stock Exchange Act 1995, is acting exclusively as
broker to Precinct and no one else in connection with the Increased Offers and
will not be responsible to anyone other than Precinct for providing the
protections afforded to clients of NCB Stockbrokers Limited or providing advice
in relation to the Increased Offers, the contents of this summary and the
following announcement or any transaction or arrangement referred to herein or
therein.
AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Gresham and no one else
in connection with the Increased Offers and will not be responsible to anyone
other than Gresham for providing the protections afforded to clients of AIB
Corporate Finance Limited or for providing advice in relation to the Increased
Offers, the contents of this summary and the following announcement or any
transaction or arrangement referred to herein or therein.
The availability of the Increased Offers to persons not resident in Ireland or
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are resident. Persons who are not resident in Ireland or the United
Kingdom should obtain advice and observe any applicable requirements. Unless
otherwise determined by Precinct, the Increased Offers will not be made,
directly or indirectly, in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
or by use of the mails, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or by any facility of a national securities exchange of Australia, Canada,
Japan, South Africa, the United States or any other jurisdiction where it would
be unlawful to do so, and the Increased Offers will not be capable of acceptance
by any such use, means, instrumentality or facility from or within Australia,
Canada, Japan, South Africa, the United States or any other jurisdiction where
it would be unlawful to do so. Accordingly, copies of this summary and the
following announcement and any related offering documents are not being, and
must not be, mailed or otherwise distributed or sent in, into or from Australia,
Canada, Japan, South Africa, the United States or any other jurisdiction where
it would be unlawful to do so and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so, as doing so may invalidate any
purported acceptance of the Increased Offers.
Neither this summary nor the following announcement constitutes an offer to
purchase or an invitation to subscribe for any securities.
Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 14 November 2003 (the date of commencement of the
offer period in respect of the Original Offers).
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
2 July 2004
RECOMMENDED PRE-CONDITIONAL INCREASED CASH OFFERS
BY
DELOITTE CORPORATE FINANCE
ON BEHALF OF
PRECINCT INVESTMENTS LIMITED
FOR
GRESHAM HOTEL GROUP PLC
Introduction
The directors of Precinct and the Board of Gresham are pleased to announce the
terms of recommended pre-conditional increased cash offers, to be made by
Deloitte Corporate Finance on behalf of Precinct, to acquire the entire issued
and to be issued share capital of Gresham.
The Increased Offers
On behalf of Precinct, Deloitte Corporate Finance will offer to revise the terms
on which it has offered to acquire all of the issued and to be issued share
capital of Gresham, subject to the satisfaction or waiver of the Pre-conditions
(as set out in Appendix I) and subject to the conditions and certain other terms
set out in the Original Offer Document, the Acceptance Documents, Appendix II to
this announcement and to be set out in the Increased Offer Document, on the
following basis:
Increased Ordinary Share Offer
For each Ordinary Share Euro1.30 in cash and
Euro0.10 additional contingent cash consideration
Subject to the Increased Ordinary Share Offer being declared unconditional in
all respects, the cash consideration of Euro1.30 per Ordinary Share shall become
payable to all Ordinary Shareholders who validly accept the Increased Ordinary
Share Offer while it remains open for acceptance.
The Increased Ordinary Share Offer will be declared unconditional in all
respects after valid acceptances have been received in respect of at least 54
per cent. of the Ordinary Shares to which the Increased Ordinary Share Offer
relates and when all other conditions relating to the Increased Ordinary Share
Offer have been either fulfilled or waived.
Subject to the Increased Ordinary Share Offer being declared unconditional in
all respects, the additional contingent cash consideration of Euro0.10 per Ordinary
Share shall become payable to all Ordinary Shareholders who validly accept the
Increased Ordinary Share Offer (while it remains open for acceptance) in the
event that, within a period of four months from the date of the making of the
Original Offers, Precinct receives sufficient acceptances under each of the
Increased Ordinary Share Offer and the Increased Preference Share Offer to allow
it to use procedures available under section 204 of the Companies Act 1963 to
acquire compulsorily any Gresham Shares not tendered in acceptance of each of
the Increased Ordinary Share Offer and the Increased Preference Share Offer.
This will be after valid acceptances have been received in respect of at least
80 per cent. of each of the Ordinary Shares and the Preference Shares to which
the Increased Offers relate.
The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.40 per Ordinary Share payable under the Increased Ordinary
Share Offer will represent premiums of approximately:
* 71 per cent. and 84 per cent., respectively, over the average Closing Price of an Ordinary Share
of Euro0.76 in the 12 months prior to 13 November 2003, the last dealing day prior to the
announcement by Gresham that it had received an approach which might lead to an offer being made
for the Company;
* 48 per cent. and 59 per cent., respectively, over the average Closing Price of an Ordinary Share
of Euro0.88 in the six months prior to 13 November 2003; and
* 26 per cent. and 36 per cent., respectively, over the Closing Price of an Ordinary Share of Euro
1.03 on 13 November 2003.
The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.40 per Ordinary Share payable under the Increased Ordinary
Share Offer will represent multiples of approximately:
* 48 and 52, respectively, of the basic earnings per Ordinary Share of 2.7c for the Gresham Group
for the year ended 31 December 2003.
Increased Preference Share Offer
For each Preference Share Euro1.30 in cash and
Euro0.10 additional contingent cash consideration
Subject to the Increased Preference Share Offer being declared unconditional in
all respects, the cash consideration of Euro1.30 per Preference Share shall become
payable to all Preference Shareholders who validly accept the Increased
Preference Share Offer while it remains open for acceptance.
The Increased Preference Share Offer is conditional principally upon the
Increased Ordinary Share Offer being declared unconditional in all respects,
which will only be after valid acceptances have been received in respect of at
least 54 per cent. of the Ordinary Shares to which the Increased Ordinary Share
Offer relates and when all other conditions relating to the Increased Ordinary
Share Offer have been either fulfilled or waived.
Subject to the Increased Preference Share Offer being declared unconditional in
all respects, the additional contingent cash consideration of Euro0.10 per
Preference Share shall become payable to all Preference Shareholders who validly
accept the Increased Preference Share Offer (while it remains open for
acceptance) in the event that, within a period of four months from the date of
the making of the Original Offers, Precinct receives sufficient acceptances
under each of the Increased Ordinary Share Offer and the Increased Preference
Share Offer to allow it to use procedures available under section 204 of the
Companies Act 1963 to acquire compulsorily any Gresham Shares not tendered in
acceptance of each of the Increased Ordinary Share Offer and the Increased
Preference Share Offer. This will be after valid acceptances have been received
in respect of at least 80 per cent. of each of the Ordinary Shares and the
Preference Shares to which the Increased Offers relate.
The Preference Shares are not listed on any stock exchange. The rights of each
Preference Share as regards voting and distribution in a winding up are the same
as those of each Ordinary Share. Precinct is required to make a comparable
offer for the Preference Shares by the Irish Takeover Rules. Given that each
Preference Share and each Ordinary Share has those same rights, Precinct has
deemed it appropriate to offer equal consideration to Ordinary Shareholders and
Preference Shareholders under the Increased Offers.
General
The Increased Offers value the existing issued share capital of Gresham at
approximately Euro117.2 million in the event that the additional contingent cash
consideration becomes payable and approximately Euro108.8 million in the event that
it does not.
The Increased Offers will extend to all Gresham Shares unconditionally allotted
or issued on the date of the Increased Offers, together with any further such
shares which are unconditionally allotted or issued (including pursuant to the
exercise of options under the Gresham Share Option Scheme) while the Increased
Offers remain open for acceptance or until such earlier date as Precinct may,
subject to the Irish Takeover Rules and applicable laws and regulations, decide.
The Gresham Shares are to be acquired under the Increased Offers fully paid,
credited as fully paid, and free from all liens, equitable interests, charges
and encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive all dividends and other
distributions (if any) declared, made or paid after 21 May 2004.
Pre-conditions and irrevocable undertakings
The making of the Increased Offers is subject to the waiver or the satisfaction
of the Pre-conditions. The full terms of the Pre-conditions are set out in
Appendix I. The Pre-conditions relate to the receipt by Precinct by 5.00 p.m.
on 2 July 2004, of irrevocable undertakings as outlined below:
* Harvey Soning, Chairman of Gresham, who intends to recommend the
Increased Offers and who owns 250,000 Ordinary Shares representing approximately
0.3 per cent. of the existing issued ordinary share capital of Gresham providing
an irrevocable undertaking to accept the Increased Ordinary Share Offer in
respect of his entire holding of Ordinary Shares;
* Red Sea Group, Whiterain International Limited, Balram Chainrai and
Ian Ilsley who own or control, in aggregate, 33,632,601 Ordinary Shares
representing approximately 42.3 per cent. of the existing issued ordinary share
capital of Gresham providing irrevocable undertakings to accept the Increased
Ordinary Share Offer in respect of their holdings of Ordinary Shares; and
* Red Sea Group, which owns or controls, in aggregate, 4,188,893
Preference Shares representing approximately 99.7 per cent. of the existing
issued preference share capital of Gresham providing irrevocable undertakings to
accept the Increased Preference Share Offer in respect of its holding of
Preference Shares.
In total, therefore, Precinct has requested irrevocable commitments to accept
the Increased Ordinary Share Offer in respect of 33,882,601 Ordinary Shares
representing approximately 42.6 per cent. of the existing issued ordinary share
capital of Gresham and to accept the Increased Preference Share Offer in respect
of 4,188,893 Preference Shares representing approximately 99.7 per cent. of the
existing issued preference share capital of Gresham
Recommendation
The directors of Gresham (with the exception of Mr Amos Pickel) who have been so
advised by AIB Corporate Finance, consider the terms of the Increased Offers to
be fair and reasonable. In providing its advice, AIB Corporate Finance has taken
into account the commercial assessments of the Board.
Accordingly, the directors of Gresham (with the exception of Mr Amos Pickel)
have agreed to recommend Ordinary Shareholders to accept the Increased Ordinary
Share Offer and Preference Shareholders to accept the Increased Preference Share
Offer. All the directors of Gresham who recommended the Original Offers have
accepted the Original Offers and therefore will be deemed to have accepted the
Increased Offers. Mr Harvey Soning intends to accept the Increased Ordinary
Share Offer in respect of his own beneficial holding of 250,000 Ordinary Shares,
representing approximately 0.3 per cent. of the existing issued ordinary share
capital of the Company.
Mr Amos Pickel, who is the chief executive officer of Red Sea Group (which has a
shareholding carrying approximately 27.7 per cent. of the voting rights of
Gresham), has excluded himself from the consideration by the Board of Gresham of
the Original Offers and the Increased Offers. Accordingly, with the consent of
the Board, he will not be expressing a view on the Increased Offers.
Background to the Increased Offers
The Original Offers were announced on 21 May 2004 and the Original Offer
Document was posted to Gresham Shareholders on 25 May 2004.
As previously announced on 29 June 2004, Precinct had received valid acceptances
by 3.00 p.m. on 29 June 2004 of the Ordinary Share Offer in respect of a total
of 29,478,366 Ordinary Shares, representing approximately 37.09 per cent. of
Gresham's existing issued ordinary share capital. Precinct had received valid
acceptances of the Preference Share Offer by 3.00 p.m. on 29 June 2004 in
respect of a total of 3,367 Preference Shares, representing approximately 0.08
per cent. of Gresham's existing issued preference share capital. Precinct has
also received valid acceptances of the Share Option Proposal in respect of
1,885,000 Gresham Share Options representing full acceptance by all holders of
the Gresham Share Options in issue.
In these particular circumstances, Precinct has decided to revise the Original
Offers by increasing the additional contingent cash consideration payable per
Gresham Share. The directors of Precinct wish to put an end to any current
uncertainty surrounding the future control of Gresham.
Gresham Share Option Scheme
The Increased Ordinary Share Offer will extend to any Ordinary Shares
unconditionally allotted or issued pursuant to the exercise of any Gresham Share
Options while the Increased Ordinary Share Offer remains open for acceptance (or
such earlier time and date as Precinct may, subject to the Irish Takeover Rules,
decide).
Increased Offer Document and procedures for acceptance of the Increased Offers
Subject to the satisfaction or waiver of the Pre-conditions, the Increased Offer
Document, containing the full terms and conditions of the Increased Offers, will
be posted to Gresham Shareholders and, for information purposes only, to holders
of Gresham Share Options as soon as practicable after the date of this
announcement.
The Increased Ordinary Share Offer constitutes a revision of the Ordinary Share
Offer and the Increased Preference Share Offer constitutes a revision of the
Preference Share Offer. The Increased Offers remain subject to the same terms
and conditions as those set out in Appendix I to the Original Offer Document and
this announcement should therefore be read in conjunction with the Original
Offer Document.
The procedure for acceptance of the Increased Offers will be the same as for
acceptance of the Original Offers. Gresham Shareholders wishing to accept the
Increased Offers in advance of receiving the Increased Offer Document may do so
by completing and returning one of the Forms of Acceptance that they have
already received (together with the relevant share certificate(s) and/or other
documents of title), in accordance with the procedure set out therein and on
pages 16 to 20 of the Original Offer Document.
Gresham Shareholders who have already validly accepted the Original Offers need
take no further action - their acceptances are deemed to be acceptances of the
Increased Offers and, subject to the Increased Offers being declared
unconditional in all respects, they will receive the consideration due under the
Increased Offers for their Gresham Shares (assuming that the Gresham
Shareholder's form of acceptance was valid and complete in all respects).
The Increased Offers will be subject to the terms and conditions contained in
the Original Offer Document and the Acceptance Documents and the terms and
conditions set out in the Increased Offer Document.
The Increased Offers will remain open for acceptance for at least 14 days
following the posting of the Increased Offer Document.
Gresham Shareholders who have not already done so should complete and return
their Form of Acceptance as soon as possible.
Disclosure of interests in Gresham
As at the close of business on 1 July 2004, being the latest practicable date
prior to the date of this announcement, parties acting in concert with Precinct
owned 413,914 Ordinary Shares representing approximately 0.5 per cent. of the
existing issued ordinary share capital of Gresham.
Save for this interest, neither Precinct, nor the directors of Precinct, nor any
party acting in concert with Precinct, owns or controls any Gresham Shares or
holds any options to purchase or subscribe for Gresham Shares or any derivative
referenced to Gresham Shares.
Save for this interest and acceptances of the Original Offers received by
Precinct, neither Precinct nor any persons acting in concert with Precinct has
any arrangement in relation to Gresham Shares, or any securities convertible or
exchangeable into Gresham Shares or options (including traded options) in
respect of, or derivatives referenced to, Gresham Shares. For these purposes, "
arrangement" includes an indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to relevant
securities which is, or may be, an inducement to deal or refrain from dealing in
such securities.
Responsibility
The directors of Precinct accept responsibility for the information contained in
this announcement, other than that relating to Gresham, the Gresham Group, the
directors of Gresham and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of the
directors of Precinct (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of Gresham accept responsibility for the information contained in
this announcement relating to Gresham, the Gresham Group, the directors of
Gresham and members of their immediate families, related trusts and persons
connected with them. The Board of Gresham (with the exception of Mr Amos
Pickel) further accepts responsibility for the recommendation referred to in
this announcement. Mr Pickel does not accept responsibility for the
recommendation. To the best of the knowledge and belief of the directors of
Gresham (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
General
This announcement does not constitute an offer to purchase or an invitation to
subscribe for any securities.
Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 14 November 2003 (the date of commencement of the
offer period in respect of the Original Offers).
Enquiries:
Precinct
Wilson Hartnell Public Relations Telephone: + 353 1 669 0030
Roddy Guiney
Deloitte Corporate Finance
David O'Flanagan Telephone: +353 1 417 2200
Kevin Beary
Jonathan Hinton Telephone: +44 20 7936 3000
NCB Stockbrokers Limited
Fergus McLoughlin Telephone: +353 1 611 5611
Gresham Hotel Group
Patrick Coyle Telephone: +353 1 817 6209
Fiona Gillespie (Communications Consultant) Mobile: +353 87 250 2447
AIB Corporate Finance
Mon O'Driscoll Telephone: +353 1 667 0233
Peter Coyne
Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Increased Offers and will not be responsible to anyone other than Precinct
for providing the protections afforded to clients of Deloitte Corporate Finance
or for providing advice in relation to the Increased Offers, the contents of
this announcement or any transaction or arrangement referred to herein.
NCB Stockbrokers Limited, which is authorised by the Irish Financial Services
Regulatory Authority under the Stock Exchange Act 1995, is acting exclusively as
broker to Precinct and no one else in connection with the Increased Offers and
will not be responsible to anyone other than Precinct for providing the
protections afforded to clients of NCB Stockbrokers Limited or providing advice
in relation to the Increased Offers, the contents of this announcement or any
transaction or arrangement referred to herein.
AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Gresham and no one else
in connection with the Increased Offers and will not be responsible to anyone
other than Gresham for providing the protections afforded to clients of AIB
Corporate Finance Limited or for providing advice in relation to the Increased
Offers, the contents of this announcement or any transaction or arrangement
referred to herein.
The availability of the Increased Offers to persons not resident in Ireland or
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are resident. Persons who are not resident in Ireland or the United
Kingdom should obtain advice and observe any applicable requirements. Unless
otherwise determined by Precinct, the Increased Offers will not be made,
directly or indirectly, in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
or by use of the mails, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or by any facility of a national securities exchange of Australia, Canada,
Japan, South Africa, the United States or any other jurisdiction where it would
be unlawful to do so, and the Increased Offers will not be capable of acceptance
by any such use, means, instrumentality or facility from or within Australia,
Canada, Japan, South Africa, the United States or any other jurisdiction where
it would be unlawful to do so. Accordingly, copies of this announcement and any
related offering documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada, Japan, South Africa, the
United States or any other jurisdiction where it would be unlawful to do so and
persons receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so, as doing so may invalidate any purported acceptance of the
Increased Offers by persons in any such jurisdiction.
The full text of the Pre-conditions is set out in Appendix I. The text of the
conditions to, and reference to certain further terms of, the Increased Offers
is set out in Appendix II. The bases and sources used in this announcement are
outlined in Appendix III. Appendix IV contains definitions of certain terms
used in this announcement. The appendices form part of this announcement.
APPENDIX I
PRE-CONDITIONS RELATING TO THE INCREASED OFFERS
The making of the Increased Offers is subject to the satisfaction or waiver of
the following Pre-conditions (the "Pre-conditions"):
1. The receipt by Precinct of an irrevocable undertaking from
Harvey Soning to accept the Increased Ordinary Share Offer in respect of 250,000
Ordinary Shares owned or controlled by him, representing approximately 0.3 per
cent. of the existing issued ordinary share capital of Gresham, in a form
reasonably satisfactory to Precinct, by no later than 5.00 p.m. on 2 July 2004.
2. The receipt by Precinct of an irrevocable undertaking from
Red Sea Group to accept the Increased Ordinary Share Offer in respect of
19,032,601 Ordinary Shares owned or controlled by it, representing approximately
23.9 per cent. of the existing issued ordinary share capital of Gresham, in a
form reasonably satisfactory to Precinct by no later than 5.00 p.m. on 2 July
2004.
3. The receipt by Precinct of an irrevocable undertaking from
Whiterain International Limited to accept the Increased Ordinary Share Offer in
respect of 11,000,000 Ordinary Shares owned or controlled by it, representing
approximately 13.8 per cent. of the existing issued ordinary share capital of
Gresham, in a form reasonably satisfactory to Precinct by no later than 5.00
p.m. on 2 July 2004.
4. The receipt by Precinct of an irrevocable undertaking from
Balram Chainrai to accept the Increased Ordinary Share Offer in respect of
100,000 Ordinary Shares owned or controlled by him, representing approximately
0.1 per cent. of the existing issued ordinary share capital of Gresham, in a
form reasonably satisfactory to Precinct by no later than 5.00 p.m. on 2 July
2004.
5. The receipt by Precinct of an irrevocable undertaking from
Ian Ilsley to accept the Increased Ordinary Share Offer in respect 3,500,000
Ordinary Shares owned or controlled by him, representing approximately 4.4 per
cent. of the existing issued ordinary share capital of Gresham, in a form
reasonably satisfactory to Precinct by no later than 5.00 p.m. on 2 July 2004.
6. The receipt by Precinct of an irrevocable undertaking from
Red Sea Group to accept the Increased Preference Share Offer in respect of
4,188,893 Preference Shares owned or controlled by it, representing
approximately 99.7 per cent. of the existing issued preference share capital of
Gresham, in a form reasonably satisfactory to Precinct by no later than 5.00
p.m. on 2 July 2004.
APPENDIX II
CONDITIONS AND FURTHER TERMS OF THE INCREASED OFFERS
The Increased Offers remain subject to the same terms and conditions as those
set out in Appendix I to the Original Offer Document.
Except where the context otherwise requires, any reference in this announcement
or in Appendix I to the Original Offer Document to:
(i) the "Offers" shall mean the Offers as revised in accordance
with the terms of the Increased Offers and any extension, revision, amendment,
renewal or increase thereof;
(ii) "acceptances of the Offers" shall include deemed acceptances
of the Offers;
(iii) the Offers becoming "unconditional" shall mean the Offers as
revised in accordance with the terms of the Increased Offers becoming or being
declared unconditional; and
(iv) the "Offer Document" shall mean the Original Offer Document
incorporating revisions of the Offers and the other terms and conditions of the
Offers set out in the Increased Offer Document.
The Increased Offers will be, save as set out herein, made on and are subject to
the terms set out in the Original Offer Document.
APPENDIX III
BASES AND SOURCES
1. The basic earnings per Ordinary Share of the Gresham Group for
the year ended 31 December 2003 is extracted from the preliminary results
announcement dated 2 April 2004.
2. The value of the Increased Offers is based upon there being
79,488,030 Ordinary Shares and 4,200,000 Preference Shares in issue as at 1 July
2004, being the last practicable date prior to the date of this announcement.
In addition there are options to subscribe for 1,885,000 Ordinary Shares
currently in existence under the Gresham Share Option Scheme.
3. The prices of Ordinary Shares are sourced from the Daily
Official List.
4. References to a percentage of Ordinary Shares are based on the
number of Ordinary Shares in issue as at 1 July 2004 but do not include any
shares to be issued to holders of options under the Gresham Share Option Scheme.
APPENDIX IV
DEFINITIONS
Unless the context otherwise requires and save to the extent superseded in this
announcement, the definitions in the Original Offer Document shall also apply in
this announcement, together with the following definitions:
"Increased Offers" together the Increased Ordinary Share Offer and the
Increased Preference Share Offer;
"Increased Offer Document" the document to be posted to Gresham Shareholders
containing the Increased Offers;
"Increased Ordinary Share Offer" the recommended revision of the Ordinary Share Offer
to be made (subject to the satisfaction or waiver of
the Pre-conditions) by Deloitte Corporate Finance on
behalf of Precinct for the entire issued, and to be
issued, Ordinary Shares (other than those
beneficially owned by Precinct on the date of
despatch of the Original Offer Document) subject to
the conditions set out in this announcement, the
Original Offer Document, the Ordinary Share Form of
Acceptance and to be set out in the Increased Offer
Document;
"Increased Preference Share Offer" the recommended revision of the Preference Share
Offer to be made (subject to the satisfaction or
waiver of the Pre-conditions) by Deloitte Corporate
Finance on behalf of Precinct for the entire issued,
and to be issued, Preference Shares (other than
those beneficially owned by Precinct on the date of
despatch of the Original Offer Document) subject to
the conditions set out in this announcement, the
Original Offer Document, the Preference Share Form
of Acceptance and to be set out in the Increased
Offer Document;
"Original Offers" the offers announced on 21 May 2004 and made by
Deloitte Corporate Finance on behalf of Precinct;
and
"Original Offer Document" the offer document dated 25 May 2004 in respect of
the Original Offers.
1. All amounts contained within this announcement referred to
by "Euro" and "c" refer to the euro and cent.
2. Any references to "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the European
Communities (Companies: Group Accounts) Regulations 1992.
3. Any references to any provision of any legislation shall
include any amendment, modification, re-enactment or extension thereof.
4. Any reference to "Appendix" or "Appendices" is to an
appendix or the appendices to this announcement.
5. Words importing the singular shall include the plural and
vice versa and words importing the masculine shall include the feminine or
neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPZGGGNVZRGDZM
Gresham Hotel (LSE:GHL)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Gresham Hotel (LSE:GHL)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
