TIDMOTE TIDMTTM
RNS Number : 1268I
VIII Investment UK Sarl
20 July 2012
announcement OF ACCEPTANCES AND EXTENSION OF THE Offer
OFFER UPDATE
VIII INVESTMENT UK S. R.L.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA,
AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
20 July 2012
Recommended cash offer
by
VIII Investment UK S.a r.l. (a company entirely owned by funds
managed and/or advised by Westbrook Partners LLC) ("VIII
Investment")
for
O Twelve Estates Limited ("O Twelve")
Announcement of acceptance levels, extension of the Offer to 2
August 2012, delisting and compulsory acquisition
Introduction
On 27 June 2012, VIII Investment announced an offer for all of
the issued and to be issued ordinary share capital of O Twelve not
already held by VIII Investment. The Offer is unconditional and is
not subject to a minimum level of acceptances being received by
VIII Investment. The full terms of the Offer and the procedures for
acceptance were set out in the offer document dated 28 June 2012
(the "Offer Document") and, in respect of certificated O Twelve
Shares, the Form of Acceptance.
Level of acceptances
VIII Investment announces that, as at 1.00 p.m. on 19 July 2012,
being the first closing date of the Offer, valid acceptances had
been received in respect of a total of 105,149,805 O Twelve Shares,
representing approximately 21.89 per cent. of the issued share
capital of O Twelve and approximately 95.43 per cent. of the O
Twelve Shares in respect of which the Offer was made. This total
includes acceptances received in respect of 1,070,000 O Twelve
Shares (representing approximately 0.22 per cent. of the issued
share capital of O Twelve and approximately 0.97 per cent. of the O
Twelve Shares in respect of which the Offer was made) which were
subject to irrevocable undertakings obtained by VIII Investment
from the Independent Directors of O Twelve.
Prior to the announcement of the Offer, VIII Investment already
owned 370,025,139 O Twelve Shares, representing approximately 77.06
per cent. of the issued share capital of O Twelve. No persons
acting in concert with VIII Investment owned any interest in O
Twelve Shares.
The total number of O Twelve Shares now held by VIII Investment
and persons acting in concert with it, together with those in
respect of which valid acceptances of the Offer have been received,
is therefore 475,174,944 O Twelve Shares, representing
approximately 98.95 per cent. of the issued share capital of O
Twelve and approximately 95.43 per cent. of the O Twelve Shares in
respect of which the Offer was made.
Payment of consideration to the O Twelve Shareholders who have
validly accepted the Offer prior to 1.00 p.m. on 19 July 2012 will
be made within 14 calendar days of 19 July 2012.
Save as disclosed herein, as at close of business on 19 July
2012, being the last practicable date prior to publication of this
announcement, no O Twelve Shares have been acquired or agreed to be
acquired by or on behalf of VIII Investment or any person acting in
concert with VIII Investment during the Offer Period and neither
VIII Investment nor any person acting in concert with VIII
Investment has the benefit of any irrevocable commitment or letter
of intent in respect of any O Twelve Shares or has any interest in
any O Twelve 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 O Twelve Shares, any
right to subscribe for any O Twelve Shares or any stock borrowing
or lending arrangement in respect of any O Twelve Shares.
Extension of Offer
VIII Investment also announces that the Offer, which remains
subject to the terms set out in the Offer Document (and in respect
of certificated O Twelve Shares, the Form of Acceptance), will
remain open until 1.00 p.m. on 2 August 2012 (unless further
extended by VIII Investment subject to the provisions of the City
Code). Settlement of the consideration due in respect of the Offer
will be effected within 14 calendar days of the receipt of valid
and complete acceptances.
Delisting
O Twelve's admission to trading on AIM will be cancelled with
effect from 7.00 a.m. on 27 July 2012.
O Twelve Shareholders should note that any transaction in O
Twelve Shares undertaken after the cancellation of trading in O
Twelve Shares on AIM will only be capable of being undertaken by
private sale. Once O Twelve's admission to trading on AIM has been
cancelled, there is no intention to provide a facility to enable
the O Twelve Shares to be traded on any public share trading
platform or to list the O Twelve Shares on an alternative stock
exchange. The de-listing and cancellation of trading of O Twelve
Shares will significantly reduce the liquidity and marketability of
any O Twelve Shares not acquired by VIII Investment. Accordingly, O
Twelve Shareholders who do not accept the Offer are likely to be
minority shareholders in a company whose shares will not be listed
on AIM or any other market and will thus have significantly reduced
liquidity and marketability.
Compulsory acquisition of O Twelve Shares
Since VIII Investment has received acceptances under the Offer
in respect of greater than 90 per cent. of the O Twelve Shares to
which the Offer relates, after the closing of the Offer Period,
VIII Investment intends to exercise its rights pursuant to the
provisions of sections 337 to 339 of the Companies Law to acquire
compulsorily the remaining O Twelve Shares in respect of which the
Offer has not been accepted.
O Twelve Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and in any event by 1.00 p.m. on
2 August 2012. Full details of how to accept the Offer are set out
in the Offer Document (and in respect of certificated O Twelve
Shares, the Form of Acceptance), a copy of which is available on
the O Twelve website (www.otwelveestates.com) up to and including
the end of the Offer.
Words and terms defined in the Offer Document have the same
meaning in this announcement.
Enquiries:
VIII Investment
Andrew Gummer Tel: 020 7659 9456
Mark Donnor Tel: 020 7659 9452
Rothschild (financial adviser to VIII Investment)
Alex Midgen Tel: 020 7280 5000
Richard Blackwell Tel: 020 7280 5000
O Twelve Estates Limited
Phil Rhodes, Chairman Tel: 020 7016 0050
Fairfax I.S. PLC (financial adviser to O Twelve)
Simon Bennett / Katy Birkin Tel: 020 7598 5368
The availability of the Offer to persons outside the United
Kingdom may be affected by the laws of other jurisdictions. Such
persons should inform themselves and observe any applicable
requirements of those jurisdictions.
The Offer will not be made in or into Canada, Australia or Japan
and the Offer will not be capable of acceptance from within Canada,
Australia or Japan. Accordingly, copies of this announcement and
any offer documents are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from, Canada,
Australia or Japan.
This press release does not constitute the solicitation of an
offer to buy securities in Canada, Australia or Japan or in any
other jurisdiction in which such solicitation would be
unlawful.
Rothschild, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for VIII
Investment in connection with the Offer and no--one else and will
not be responsible to anyone other than VIII Investment for
providing the protections offered to clients of Rothschild nor for
providing advice in relation to the Offer or any other matter
described in the Offer Document.
Fairfax, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for O
Twelve and for no one else in connection with the Offer and will
not be responsible to anyone other than O Twelve for providing the
protections afforded to clients of Fairfax nor for providing advice
in relation to the Offer.
You may request a hard copy of this announcement by contacting
Capita Registrars by telephone on: 0871 664 0321 from within the UK
or +44 20 8639 3399 if calling from outside the UK. Lines are open
between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday.
Calls to the 0871 664 0321 number cost 10 pence per minute
(including VAT) plus your service provider's network extras. Calls
to the helpline from outside the UK will be charged at applicable
international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice.
You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should
be in hard copy form.
Publication on Website
A copy of this announcement will be made available, free of
charge, on www.otwelveestates.com by no later than 12 noon (London
time) on 23 July 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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