TIDMOTE
RNS Number : 9886Y
O Twelve Estates Limited
05 January 2011
O Twelve Estates Limited ("O Twelve" or the "Company")
Placing and Open Offer Update
5 January 2011
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, AUSTRALIA AND NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN O
TWELVE OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN
ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMENDATION REGARDING ANY SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE FINAL PROSPECTUS TO BE PUBLISHED BY THE COMPANY AND ANY
SUPPLEMENT THERETO IN CONNECTION WITH ADMISSION.
On 14 December 2010, the Company announced a Placing and Open
Offer of up to 357,700,006 New Ordinary Shares. Further to that
announcement, the Company announces that pursuant to Basic
Entitlements, applications have been received in respect of
24,049,867 New Ordinary Shares resulting in 333,650,139 Excess
Shares being available pursuant to the Excess Application
Facility.
Qualifying Shareholders who have now applied for their full
Basic Entitlement may also apply, under the Excess Application
Facility, for Excess Shares in excess of their Basic Entitlement at
the Issue Price payable in full on application and free of
expenses. Qualifying Shareholders eligible to apply under the
Excess Application Facility will be entitled to apply for Excess
Shares in proportion to the number of Existing Ordinary Shares held
respectively by such Qualifying Shareholders, rounded down to the
nearest whole number of Excess Shares and subject to the Reduction
Right.
Details of the Open Offer and the terms and conditions on which
it is being made, including the procedure for application and
payment, are contained in Part 5 of the Prospectus dated 14
December 2010 and for Qualifying non-CREST Shareholders in the
Basic Application Form and (if applicable), the Excess Application
Form.
Qualifying Shareholders applying for Excess Shares should be
aware of the potential mandatory bid implications of an increase in
their percentage shareholding in the Company under rule 9 of the
Takeover Code including those of any of the Qualifying
Shareholder's concert parties. A summary of the mandatory bid rules
under the Takeover Code is set out at paragraph 24 of Part 11 of
the Prospectus.
Qualifying non-CREST Shareholders who apply for their full Basic
Entitlements may request an Excess Application Form from Capita
Registrars, Corporate Actions if they wish to apply for Excess
Shares. Excess Application Forms are expected to be available from
7 January 2011. To be valid, Excess Application Forms in respect of
Excess Shares, and payment in full in respect of Excess Shares
applied for, should be delivered to the Company's Receiving Agent,
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by post or (during normal business
hours only) by hand as soon as possible so as to arrive by no later
than 11.00 a.m. on 21 January 2011.
All capitalised definitions in this announcement bear the same
meaning as those in the Prospectus.
For further information please contact:
O Twelve Estates Limited
Phil Rhodes, Chairman
+44 (0)207 016 0050
Rugby Asset Management
David Tye
Andrew Wilson
+44 (0) 20 7016 0050
Fairfax I.S. PLC
Simon Bennett
Katy Birkin
+44 (0) 20 7598 5368
Financial Dynamics
Stephanie Highett
Dido Laurimore
Will Henderson
+44 (0) 20 7831 3113
IMPORTANT NOTICES
Overseas Shareholders
Subject to certain exceptions, neither this announcement, the
Basic Entitlements, the Excess CREST Open Offer Entitlements nor
any Application Form constitutes an offer to sell or the
solicitation of an offer to buy New Ordinary Shares or any
entitlements under the Open Offer in the United States (as defined
in Regulation S of the Securities Act).
None of the New Ordinary Shares, the Basic Entitlements, the
Excess CREST Open Offer Entitlements nor any Application Form have
been, or will be, registered under the Securities Act or under the
securities legislation of any state or other jurisdiction of the
United States. None of the Basic Entitlements, the Excess CREST
Open Offer Entitlements any Application Form nor the New Ordinary
Shares may be taken up or delivered in, into or within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with state securities laws. Application Forms are
not being posted to any person in the United States and no Basic
Entitlements or Excess CREST Open Offer Entitlements will be
credited to a stock or share account of any person in the United
States.
Neither the Basic Entitlements, the Excess CREST Open Offer
Entitlements nor any Application Form, have been or will be,
registered under the relevant laws of any state, province or
territory of any of the Excluded Jurisdictions. Subject to certain
limited exceptions (i) none of the Basic Entitlements, the Excess
CREST Open Offer Entitlements, any Application Form nor the New
Ordinary Shares may be taken up or delivered in, into or within any
of the Excluded Jurisdictions, (ii) Application Forms are not being
posted to any person in any of the Excluded Jurisdictions and (iii)
no Basic Entitlements or Excess CREST Open Offer Entitlements will
be credited to a stock account of any person in any of the Excluded
Jurisdictions.
The attention of Overseas Shareholders and other recipients of
this announcement who are residents or citizens of any country
other than the United Kingdom or who have a contractual or other
legal obligation to forward this announcement, the Form of Proxy
or, where relevant, any Application Form to a jurisdiction outside
the United Kingdom (including without limitation custodians,
nominees and trustees) is drawn to paragraph 18 of Part 11 of the
Prospectus.
It is the responsibility of any person receiving a copy of this
announcement, the Basic Entitlements, the Excess CREST Open Offer
Entitlements and/or any Application Form outside the United Kingdom
to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required or observing any other formalities required
to be observed in such territory and paying any other issue,
transfer or other taxes due in such other territory. Persons
(including, without limitation, nominees and trustees) receiving
this announcement, the Basic Entitlements, the Excess CREST Open
Offer Entitlements and/or any Application Form should not, in
connection with the Proposals, distribute or send it into any
jurisdiction when to do so would, or might contravene local
securities laws or regulations. Any person who does forward this
announcement into any such jurisdictions should draw the
recipient's attention to the contents of paragraph 18 headed
"Overseas shareholders" of Part 11 of the Prospectus.
Information not contained in this announcement
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by any member of the Group
or Fairfax or any of their respective directors, officers,
employees or agents. Subject to the AIM Rules and/or the Prospectus
Rules and/or the Disclosure Rules and Transparency Rules and/or the
Takeover Code and/or FSMA, neither the delivery of this
announcement or any Application Form nor any subscription or
acquisition made under it shall, in any circumstances, create any
implication that there has been no change in the affairs of the
Group since the date of this announcement or that the information
in it is correct as of any subsequent date.
No statement in this announcement is intended as a profit
forecast and no statement in this document should be interpreted to
mean that the earnings per Ordinary Share for the current or future
years would necessarily match or exceed the historical published
earnings per Ordinary Share.
This announcement is for information only and does not
constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities or investment advice in any
jurisdiction.
General notice
Any reproduction or distribution of this announcement, in whole
or in part, and any disclosure of its contents or use of any
information contained in this announcement for any purpose other
than considering an investment in the New Ordinary Shares is
prohibited. By accepting delivery of this announcement, each
purchaser or offeree of the New Ordinary Shares agrees to the
foregoing.
Nothing contained in this announcement is intended to constitute
investment, legal, tax, accounting or other professional advice.
This announcement is for your information only and nothing in this
announcement is intended to endorse or recommend a particular
course of action. You should consult with an appropriate
professional for specific advice rendered on the basis of your
situation.
No incorporation of website information
The contents of the websites of the Group do not form part of
this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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