TIDMIBB
RNS Number : 0395F
Islamic Bank of Britain Plc
15 April 2011
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
15 April 2011
RECOMMENDED UNCONDITIONAL CASH OFFER
FOR ISLAMIC BANK OF BRITAIN PLC
Announcement of Acceptance Levels and Extension of the Offer
On 25 March 2011, QIIB made an unconditional cash offer for the
entire issued share capital of IBB not already owned by QIIB. The
Offer is unconditional and it is not subject to a minimum level of
acceptances being received by QIIB.
Acceptance levels
The board of directors of QIIB announces that as at 1.00 p.m. on
15 April 2011, valid acceptances had been received in respect of a
total of 71,098,946 IBB Shares, representing approximately 2.79 per
cent of the IBB Issued Share Capital and 14.65 per cent of the IBB
Shares to which the Offer relates.
Prior to the announcement of the Offer, QIIB already owned
2,061,299,155 IBB Shares, representing 80.95 per cent of the IBB
Issued Share Capital, and persons acting in concert with it (namely
HE Sheikh Thani Bin Abdulla Bin Thani Jasim Al Thani and Qatar
Islamic Insurance Company) held a further 184,527,591 IBB Shares
representing approximately 7.25 per cent of the IBB Issued Share
Capital. The combined holdings of QIIB and persons acting in
concert with it accordingly amounted, in aggregate, to
2,245,826,746 IBB Shares or 88.2 per cent of the IBB Issued Share
Capital.
In addition, QIIB had irrevocable undertakings from Gerry Deegan
and Sultan Choudhury, who are directors of IBB, to accept the
Offer, in respect of a total of 54,000 IBB Shares, representing
approximately 0.002 per cent of the IBB Issued Share Capital. Valid
acceptances have been received in respect of all the IBB Shares
which were the subject of the irrevocable undertakings.
The total number of IBB Shares now held by QIIB and persons
acting in concert with it, together with those in respect of which
valid acceptances of the Offer have been received, is therefore
2,316,925,692 IBB Shares, representing approximately 90.99 per cent
of the IBB Issued Share Capital.
Payment of consideration to the IBB Shareholders who have
validly accepted the Offer prior to the Closing Date will be made
within 14 days of the Closing Date.
Save as disclosed herein, no IBB Shares have been acquired or
agreed to be acquired by or on behalf of QIIB or any person acting
in concert with QIIB during the Offer Period and neither QIIB nor
any person acting in concert with QIIB has the benefit of any
irrevocable commitment or letter of intent in respect of any IBB
Shares or has any interest in any IBB Shares, or any short position
(whether conditional or absolute and whether in the money or
otherwise and including any short position under a derivative), any
agreement to sell, any delivery obligation, any right to require
another person to purchase or take delivery in respect of any IBB
Shares, any right to subscribe for any IBB Shares or any stock
borrowing or lending arrangement in respect of any IBB Shares.
Extension of the Offer
The Offer has been extended until 1.00 p.m. on 31 May 2011. If
the Offer is extended beyond this date, then not less than 14
calendar days' notice will be given to those holders of IBB Shares
who have not accepted the Offer prior to any closing of the Offer
Period. Settlement of the consideration due in respect of the Offer
will be effected within 14 days of the receipt of valid and
complete acceptances.
IBB Shareholders who wish to accept the Offer but who have not
already done so should either return their completed Forms of
Acceptance (and supporting documents) or, if their IBB Shares are
held in CREST, arrange for their CREST sponsor to send the relevant
TTE instruction(s) to Euroclear, in accordance with the procedures
set out in the Offer Document as soon as possible. Additional Forms
of Acceptance may be obtained by contacting Capita Registrars at
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU (telephone: 0871 664 0321, or if calling from outside the
UK, +44 20 8639 3399).
IBB cancellation of trading on AIM, re-registration as a private
company and intention to compulsorily purchase IBB Shares
QIIB has requested the IBB Directors to take the necessary steps
to apply for the Cancellation and, in due course, to re-register
IBB as a private limited company. On the basis that the Offer is
unconditional and that Shareholders have received the Offer
Document with details of the Offer including the Cancellation there
is no requirement to hold an IBB general meeting to approve the
Cancellation. Once the Cancellation has become effective, which is
expected to be 7.00 a.m. on 27 April 2011, there is no intention to
provide a facility to enable IBB Shares to be traded on any public
share trading platform or to list the IBB Shares on an alternative
stock exchange.
Any transaction in the IBB Shares undertaken after the
Cancellation will only be capable of being undertaken by private
sale. Shareholders should be aware that the Cancellation will
significantly reduce the liquidity and marketability of any IBB
Shares in respect of which the Offer has not been accepted.
If QIIB receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent or more of the IBB Shares to which
the Offer relates, QIIB will exercise its rights pursuant to
sections 974 to 991 of the Companies Act 2006 to acquire
compulsorily the remaining IBB Shares in respect of which the Offer
has not been accepted.
Unless the context otherwise requires, defined terms used in
this announcement shall have the same meanings given to them in the
Offer Document dated 25 March 2011.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement, will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on the following website:
www.islamic-bank.com/investor-relations/regulatory-information
Enquiries:
QIIB
Aasim Qureshi, QNB Capital LLC
Telephone: +974 4496 8118
Westhouse Securities Limited (financial adviser to QIIB)
Tim Feather / Dermot McKechnie / Matthew Johnson
Telephone: +44 20 7601 6100
www.westhousesecurities.com
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law.
The Offer has been made solely by means of the Offer Document
and the acceptance forms accompanying the Offer Document, which
contain the full terms of the Offer, including details of how it
may be accepted.
The Directors of QIIB accept responsibility for the information
contained in this announcement relating to QIIB, the QIIB Directors
and the opinions attributable to the QIIB Directors. To the best of
the knowledge and belief of the Directors of QIIB (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
Westhouse Securities Limited is acting exclusively for QIIB and
no one else in connection with the Offer and will not be
responsible to anyone other than QIIB for providing the protections
afforded to clients of Westhouse Securities Limited or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other
than the UK and the availability of the Offer to Shareholders who
are not resident in the UK may be affected by the laws of the
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the UK or Shareholders who
are not resident in the UK will need to inform themselves about,
and observe, any applicable requirements. Except as required by
applicable law, copies of this announcement are not being, and may
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction.
In particular, the Offer is not, unless decided otherwise by
QIIB, being made in or into, and is not capable of acceptance in or
from, any Restricted Jurisdiction. Persons receiving this
announcement (including, without limitation, custodians, nominees
or trustees) should observe these restrictions and should not send
or distribute documents in or into any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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