Belphar Limited OFFER DECLARED UNCONDITIONAL IN -2-
18 Junho 2014 - 3:00AM
UK Regulatory
Enquiries:
Belphar Ltd Tel: +44 (0) 20 3131
Khofiz Shakhidi 0046
Strand Hanson Limited - Financial Adviser to Tel: +44 (0) 20 7409
Belphar 3494
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR to Belphar Tel: +44 (0) 20 7861
Mark Antelme 3232
Henry Lerwill
Pan European Terminals plc Tel: +44 (0) 20 3145
Simon Escott, Chief Executive Officer and Interim 1908
Executive Chairman Mob: +44 (0)7920
095 800
finnCap Ltd - Joint Financial Adviser to Pan Tel: +44 (0) 20 7220
Stuart Andrews 0500
Christopher Raggett
Westhouse Securities Ltd - Joint Financial Adviser, Tel: +44 (0) 20 7601
Nominated Adviser and Broker to Pan 6100
Richard Johnson
Antonio Bossi
Leander - Financial PR to Pan Tel: +44 (0)7795
Christian Taylor-Wilkinson 168 157
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Belphar and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Belphar for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
financial adviser to Pan and no-one else in connection with the
Offer and other matters described in this announcement, and will
not be responsible to anyone other than Pan for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein.
Westhouse Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as joint financial adviser, Nominated Adviser and Broker to Pan and
no-one else in connection with the Offer and other matters
described in this announcement, and will not be responsible to
anyone other than Pan for providing the protections afforded to
clients of Westhouse Securities Limited or for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to herein.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
This announcement has been prepared for the purposes of
complying with English law and the 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 and/or regulations of jurisdictions outside of the UK.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to
applicable UK tender offer rules and securities laws and otherwise
in accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable to tender offers made in accordance with US
procedures and law.
It may be difficult for Pan Shareholders in the US to enforce
their rights and any claim arising out of the US federal securities
laws since Belphar and Pan are located in non-US jurisdictions, and
some or all of their officers and directors may be residents of
non-US jurisdictions. US Pan Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
the judgment of a US court.
In accordance with the Code and normal UK market practice and
pursuant to Rule 14e-5(b)(10) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Shares
outside the United States, otherwise than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. In the
event that Belphar or its nominees or brokers (acting as agents)
purchase or make arrangements to purchase Shares for a higher price
than the Offer Price, the Offer Price will be increased to match
the higher price paid outside the Offer. Such purchases, or
arrangements to purchase, will comply with all applicable United
Kingdom rules, including the Code and the AIM Rules. These
purchases may occur in the open market or as privately negotiated
transactions. Any information about such purchases which is
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved or disapproved of the Offer Document or
determined whether such document is accurate or complete. Any
representation to the contrary is a criminal offence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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