TIDMPIL
RNS Number : 7766H
Promethean Investments LLP
19 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
19 November 2018
Recommended Cash Offer with Unlisted Partial Share and Loan Note
Alternative
for
Produce Investments plc
by
April 1983 Bidco Limited
OFFER CLOSED
On 2 November 2018, in connection with its recommended Cash
Offer, with an Unlisted Partial Share and Loan Note Alternative,
for the entire issued and to be issued share capital of Produce
Investments plc ("Produce Investments"), April 1983 Bidco Limited
("April 1983"), a Jersey company ultimately owned and controlled by
funds managed by Promethean Investments LLP ("Promethean
Investments") announced that the acceptance Condition, as set out
in the Offer Document, had been satisfied and that all other
Conditions in respect of the Offer have been waived or satisfied.
Accordingly, the Offer was declared unconditional in all
respects.
April 1983 also confirmed on 2 November 2018 that the Offer
would not be extended beyond the First Closing Date, being 1:00
p.m. on 2 November 2018, save as required under Rule 31.4 of the
Code, and therefore remained open for acceptances until close of
business on 16 November 2018.
April 1983 confirms that the Offer is now closed and is no
longer open for acceptances.
Level of Acceptances
As at the close of business on 16 November 2018, April 1983 had
received valid acceptances in respect of a total of 22,886,582
Produce Investments Shares, equivalent to 83.37 per cent. of the
existing voting rights of Produce Investments, which may be counted
towards the satisfaction of the acceptance Condition, including
3,344,239 Produce Investments Shares, equivalent to 12.18 per cent.
of the existing voting rights of Produce Investments, which were
subject to Irrevocable Undertakings from Produce Investments
Directors who are also Produce Investments Shareholders.
In addition, as at close of business on 1 November 2018, being
the last business day prior to the release of this announcement,
April 1983 had acquired 3,697,316 Produce Investments Shares,
equivalent to 13.47 per cent. of the existing voting rights,
including 2,972,316 Produce Investments Shares the subject of a
Share Purchase Agreement between April 1983 and Barrie Clapham,
Chairman of Produce Investments, dated 11 September 2018.
Accordingly, as at close of business on 16 November 2018, April
1983 either owned or had received valid acceptances of the Offer in
respect of a total of 26,583,898 Produce Investments Shares,
representing approximately 96.84 per cent. of the current issued
share capital of Produce Investments, all of which may count
towards the satisfaction of the acceptance condition.
Following the Offer being declared unconditional in all respects
on 2 November 2018, participants in the Produce Investments Share
Option Schemes were contacted regarding the effect of the Offer
becoming unconditional on their rights, as the change of control
provisions contained within such schemes had been triggered.
Promethean Investments has also received an Irrevocable Undertaking
from Angus Armstrong, CEO of Produce Investments, in respect of
options over 102,447 Produce Investments Shares held by him,
equivalent to 0.35 per cent. of the fully diluted share capital of
Produce Investments.
The percentages listed in this announcement are based on a
current issued share capital of 27,449,313 Produce Investments
Shares and a fully diluted share capital of 29,348,492 Produce
Investments Shares.
Cancellation of Admission to Trading on AIM, Re-Registration as
a Private Company and Compulsory Acquisition
As announced by Produce Investments on 8 November 2018, it is
expected that cancellation of admission to trading on AIM of
Produce Investments Shares will become effective at 7.00 a.m. on 4
December 2018. Accordingly, the last date for dealing in Produce
Investments Shares on AIM will be 3 December 2018. Cancellation
will significantly reduce the liquidity and marketability of any
Produce Investments Shares.
As Promethean Investments has received acceptances of the Offer
in respect of, and/or otherwise acquired not less than 90 per cent
of the Produce Investments Shares to which the Offer relates by
nominal value and the voting rights attaching to those shares, it
intends to invoke its rights to acquire compulsorily for cash, on
the same terms as the Offer, the remainder of the Produce
Investments Shares to which the Offer relates.
Settlement
Settlement for valid acceptances in respect of the Offer
received after 1.00 p.m. 2 November 2018 and before close of
business on 16 November 2018 will be effected promptly in
accordance with the terms of the Offer as set out at Paragraph 13
of Part II of the Offer Document, in accordance with applicable law
and regulation and, in any event, on or before 30 November
2018.
April 1983 Produce Investments
Nplus1 Singer Advisory LLP Shore Capital (Financial Adviser
(Financial Adviser to April and Broker to Produce Investments)
1983 ) Stephane Auton / Patrick Castle
Sandy Fraser / Lauren Kettle / Anita Ghanekar / James Thomas
/ George Tzimas 0207 408 4090
020 7496 3000
In accordance with Rule 26.1 of the Code, a copy of this
announcement is available, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
the website of April 1983 at www.april1983bidco.com promptly and in
any event by no later than 12 noon (London time) on the Business
Day following the date of this announcement. For the avoidance of
doubt, the contents of such website are not incorporated into, and
do not form part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUKUARWVAAAAA
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