TIDMLEF
RNS Number : 2427V
Ludgate Environmental Fund Limited
26 January 2017
RNS
Ludgate Environmental Fund Limited
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 OF
SUCH JURISDICTION
26 January 2017
RECOMMENDED CASH OFFER (the "Offer")
for
Ludgate Environmental Fund Limited ("Ludgate" or the
"Company")
by
Headway Investment Partners III L.P. ("Headway")
CORRECTION TO LUDGATE DIRECTOR'S SHAREHOLDING
The Company announces that the Announcement, released on 21
December 2016 and the Offer Document published on 18 January 2017
in respect of the Offer contained various references to the
shareholding of the Chairman of Ludgate, John Shakeshaft, which was
overstated by 5,445 Ludgate Shares (representing 0.01 per cent of
the issued Ludgate Shares). John Shakeshaft is in fact interested
in 110,000 shares, representing 0.21 per cent. of the issued
Ludgate Shares.
On 21 December 2016, John Shakeshaft entered into an irrevocable
undertaking in respect of his holding in Ludgate Shares to accept
the Offer and to vote in favour of the Ordinary Resolution to be
proposed at the Independent Ludgate Shareholders Meeting to approve
the Proposed Amendments (the "Irrevocable Undertaking"). The
Irrevocable Undertaking, which is referred to in both the
Announcement and the Offer Document, is therefore restated as being
in respect of 110,000 Ludgate Shares, rather than the 115,445
Ludgate Shares previously referenced. The Announcement and the
Offer Document should be read accordingly.
As a result of the above, Headway has received irrevocable
undertakings or a letter of intent to accept the Offer in respect
of 18,606,579 Ludgate Shares, representing approximately 34.88 per
cent, of the Ludgate Shares in issue on 20 December 2016 (being the
last Business Day prior to the Announcement).
Unless otherwise stated, capitalised terms used herein but not
defined have the same meanings as set out in the Offer
Document.
Enquiries:
Ludgate Environmental Fund Limited Tel: +44 (0)
1534 609034
John Shakeshaft (Chairman)
Panmure Gordon (Rule 3 Adviser Tel: +44 (0)
to Ludgate) 20 7886 2500
Paul Fincham / Jonathan Becher
IMPORTANT NOTICES
Disclaimers
Panmure Gordon, which is authorised and regulated in the UK by
the Financial Conduct Authority is acting exclusively for Ludgate
and no one else in connection with the matters set out in this
announcement. In connection with such matters, Panmure Gordon will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Panmure Gordon or for providing advice in
relation any matter referred to herein. Panmure Gordon does not
accept any responsibility whatsoever to any person other than
Ludgate for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Offer. Panmure Gordon accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such
statement.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer has been made solely through the Offer
Document (together with, in the case of Ordinary Shares in
certificated form, the Form of Acceptance) which contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in the Offer Document (as updated by this
announcement) and, in the case of Ordinary Shares in certificated
form, the Form of Acceptance. Each Ludgate Shareholder is urged to
consult its independent professional advisers immediately regarding
the tax consequences of the Offer applicable to them.
Overseas shareholders
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements
Publication on Website and Availability of Hard Copies
A copy of this announcement will be available (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on Ludgate's website
www.ludgateenvironmental.com by no later than 12 noon (London time)
on 27 January 2017.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, a person may request a
hard copy of this announcement free of charge, by contacting
Panmure Gordon during business hours on +44 (0) 20 7886 2500, or by
submitting a request in writing to Panmure Gordon at One New
Change, London EC4M 9AF. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 am to 5.00 pm, Monday to Friday excluding
public holidays in England and Wales. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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