RNS Number:8415B
Inland PLC
09 August 2007
immediate release 9 August 2007
OFFER FOR POOLE INVESTMENTS PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Inland PLC
Recommended #11.1 million Cash Offer by
Inland plc
for
Poole Investments plc
Offer Summary
* The Inland Board and the Poole Investments Board are pleased to
announce a recommended cash offer to be made by Inland, to acquire the entire
issued and to be issued ordinary share capital of Poole Investments not already
owned by Inland at a price of 6 pence per PI Share.
* The Offer will be made on the basis of 6 pence for each PI Share and
values the entire issued share capital of Poole Investments at approximately
#11.1 million, and represents a premium of approximately 37 per cent. to the
Closing Price of 4.38 pence per PI Share on 2 July 2007, being the last
Business Day prior to the announcement of an approach to Poole Investments
and a premium of approximately 76 per cent. to the average Closing Price of
3.42 pence per PI Share for the 12 months to 2 July 2007, being the 12
months up to the last Business Day prior to the announcement of Inland's
approach to Poole Investments.
* Inland has acquired 15,821,500 PI Shares, amounting to approximately
8.6 per cent of the issued ordinary share capital of Poole Investments.
* Inland has received irrevocable undertakings to accept or to procure the
acceptance of the Offer from each of the Poole Investments Directors (other
than David Cicurel, whose connected trust has given the relevant
undertaking) who have beneficial holdings in PI Shares, in respect of their
entire holdings. These holdings amount to, in aggregate, 7,652,854 PI Shares
representing approximately 4.1 per cent. of the existing issued ordinary
share capital of Poole Investments.
* Irrevocable undertakings have also been received from Judges Capital plc
in respect of 5,700,000 PI Shares (3.1 per cent. of the PI Shares in issue)
and Starlight Investments Ltd. in respect of 14,250,000 PI Shares (7.7 per
cent. of the PI Shares in issue). The Panel has ruled that Starlight
Investments Ltd. is acting in concert with Dawnay Day (adviser to Inland)
and is therefore deemed to be also acting in concert with Inland.
* Accordingly, Inland's interests, together with the PI Shares which are
the subject of the irrevocable undertakings, total, in aggregate, 43,424,354
PI Shares, representing approximately 23.5 per cent. of the existing issued
share capital of Poole Investments.
* Inland intends to procure that Poole Investments applies to the London
Stock Exchange for the cancellation of the admission of PI Shares to trading
on AIM, as soon as it is lawfully able, following the Offer becoming or
being declared unconditional in all respects and to re-register Poole
Investments as a private company. The cancellation of the admission of PI
Shares to trading on AIM will significantly reduce the liquidity and
marketability of the PI Shares not acquired by Inland.
Information on Inland
* The Inland Group specialises in buying 'brown field' sites, enhancing
their value through obtaining planning permissions for residential or
mixed-use development and selling the consented land on to developers
* Prior to Inland's admission to AIM on 3 April 2007, Inland Homes
acquired, obtained planning permission for, and sold, 25 building plots on
two sites, producing an average annual return on equity of 122 per cent. and
an average annual return on capital employed of 96 per cent.
* The Inland Group's principal strategic objective is to build up a land
bank which would be attractive to a major trade buyer. This will take a few
years, during which time it will continue to sell certain sites where it can
obtain favourable offers. The objective is to resolve all planning and
technical issues so that sites may be sold on to builders on a 'ready to
build' basis
* The Inland Group intends to make purchases of strategic land (that is
land which may in future be suitable for development) when appropriate
opportunities arise. The Inland Group will also continue its strategy of
investing in quoted and unquoted companies, particularly those where the
share price does not reflect the potential value of the underlying property
assets
* Inland raised #50 million (before expenses) by way of a placing when its
shares were admitted to trading on AIM in April 2007. Since that time it has
announced the sale of three sites in Buckinghamshire and Middlesex and the
purchase of The West Wing at Ashford and St. Peter's Hospital. It has also
acquired seven other sited representing approximately 152 residential plots
and 25,000 sq ft office accommodation.
Information relating to Poole Investments
* Poole Investments' primary asset is a 9.5 acre plot of land in Lower
Hamworthy, Dorset, upon which resides an investment property which provides
a rental income to the Company. This land forms part of the area within the
Poole "Full Sail Ahead" regeneration scheme. The Borough of Poole, with the
aid of consultants, has been deciding how best to plan and progress the
regeneration of this area. Borough representatives have agreed with Poole
Investments that during the remainder of 2007, a series of meetings will
take place to establish common ground that might enable the Company to
support the regeneration by way of a formal planning application. Planning
consent for this site has not yet been secured and the timing on securing
such planning permission and the nature of any development is uncertain.
* Turnover for the year ended 31 May 2007 was #335,000 (2006: #335,000,
2005: #337,000). All turnover, including prior year, comprises rental income
derived in the UK from the Company's one tenant of the investment property
described above. Operating profit for the year ended 31 May 2007 was
#264,000 (2006: #260,000, 2005: #262,000). The net assets of Poole
Investments at 31 May 2007 were #3,408,000 (2006: #3,432,000, 2005:
#1,704,000).
Recommendation
* The Poole Investments Directors, who have been so advised by Zeus
Capital, unanimously consider the terms of the Offer to be fair and
reasonable so far as PI Shareholders are concerned. In providing advice to
the Poole Investments Directors, Zeus Capital has taken into account the
commercial assessments of the Poole Investments Directors.
* Accordingly, the Poole Investments Directors unanimously recommend that
PI Shareholders accept the Offer, as the Poole Investments Directors who
have beneficial holdings in PI Shares have (other than David Cicurel whose
connected trust has) irrevocably undertaken to do (or to take steps within
their power to cause acceptance of the Offer) in respect of their own
beneficial holdings of PI Shares amounting to, in aggregate, 7,652,854 PI
Shares, which represent approximately 4.1 per cent. of the existing issued
ordinary share capital of Poole Investments.
Enquiries:
Inland plc Tel: (01923) 713 600
Stephen Wicks, Chief Executive
Dawnay, Day Corporate Finance Limited Tel: (020) 7509 4570
David Floyd
Alex Stanbury
Poole Investments plc Tel: (07973) 820 492
David Booth
Zeus Capital Limited Tel: (0161) 831 1512
Kevin Wilson
Nick Cowles
Buchanan Communications Tel: (020) 7466 5000
Jeremy Garcia / Susanna Gale
This summary should be read in conjunction with the full text of this
announcement set out below. Appendix I sets out the conditions and further
principal terms of the Offer. Appendix II of this announcement contains the
sources and bases of certain information used in this summary and in the
following announcement. Appendix III contains definitions of certain terms used
in this summary and the following announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
9 August 2007
INLAND PLC
Recommended Cash Offer by
Inland plc
for
Poole Investments plc
1. Introduction
The Inland Directors and the Poole Investments Directors are pleased to announce
a recommended cash offer, to be made by Inland, to acquire the entire issued and
to be issued ordinary share capital of Poole Investments not already owned by
Inland at a price of 6 pence per PI Share.
2. The Recommended Cash Offer
The Offer, which is made on the terms and subject to the conditions set out
below or referred to in Appendix I to this announcement and subject to the full
terms to be set out in the Offer Document and, in the case of certificated PI
Shares, in the form of acceptance, is being made on the following basis:
for each PI Share 6 pence in cash
The Offer is final and will not be increased. The Offer values the entire issued
share capital of Poole Investments at approximately #11.1 million and represents
a premium of approximately 37 per cent. to the Closing Price of 4.38 pence per
PI Share on 2 July 2007, being the last Business Day prior to the commencement
of the Offer Period.
The Offer also represents a premium of approximately 9 per cent. to the Closing
Price of 5.5 pence per PI Share on 8 August 2007 (being the last Business Day
prior to the date of this announcement).
The Offer extends to all PI Shares unconditionally allotted or issued and fully
paid (or credited as fully paid) on the date of the Offer and any PI Shares
which are unconditionally allotted or issued and fully paid whilst the Offer
remains open for acceptance or by such earlier date as Inland may, subject to
the City Code, decide, not being earlier than the date on which the Offer
becomes unconditional as to acceptances, other than the PI Shares already owned
by Inland.
The PI Shares to which the Offer relates will be acquired by Inland fully paid,
or credited as fully paid, and free from all liens, equitable interests,
mortgages, charges, encumbrances, rights of pre-emption and other third party
rights or interests of any nature whatsoever and together with all rights now or
hereafter attaching to them, including all voting rights and the right to
receive and retain all dividends and other distributions (if any) declared, made
or paid on or after the date of this document.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable legal or regulatory requirements.
3. Information relating to Inland
The Inland Group specialises in buying 'brown field' sites, enhancing their
value through obtaining planning permissions for residential or mixed-use
development and selling the consented land on to developers. Prior to Inland's
admission to AIM on 3 April 2007, Inland Homes acquired, obtained planning
permission for, and sold, 25 building plots on two sites, producing an average
annual return on equity of 122 per cent. and an average annual return on capital
employed of 96 per cent. The Inland Group's principal strategic objective is to
build up a land bank which would be attractive to a major trade buyer. This will
take a few years, during which time it will continue to sell certain sites where
it can obtain favourable offers. The Inland Group will continue to invest in
sites varying in size and value, concentrating its activities on areas of high
demand (for example, where there are good transport links or attractive
residential environments) and seeking planning consents that are appropriate for
the location and desirable to house builders. The objective is to resolve all
planning and technical issues so that sites may be sold on to builders on a
'ready to build' basis. The Inland Group intends to make purchases of strategic
land (that is land which may in future be suitable for development) when
appropriate opportunities arise. The Inland Group will also continue its
strategy of investing in quoted and unquoted companies, particularly those where
the share price does not reflect the potential value of the underlying property
assets. It also invests in companies where the Inland Directors believe they can
add value or benefit from a strategic relationship. The Company currently has
interests in quoted securities and a 10 per cent. interest in a private house
building company, Howarth Homes. Inland raised #50 million (before expenses) by
way of a placing when its shares were admitted to trading on AIM in April 2007.
Since that time it has announced the sale of three sites in Buckinghamshire and
Middlesex and the purchase of The West Wing at Ashford and St. Peter's Hospital
for which Inland intends to submit a detailed planning application for 170
apartments. It has also acquired seven other sited representing approximately
152 residential plots and 25,000 sq ft office accommodation. A planning
application for 399 residential units and 95,000 sq ft of commercial space has
been submitted for Inland's site in Farnborough.
4. Background to and reasons for the Offer
As stated above, Inland has specialist expertise in handling the many planning,
environmental and technical issues which need to be resolved before building
work can commence on a development site. The Inland Directors believe this
expertise can be applied to unlock the potential value of the Property over a
period of time. As an alternative to the Offer, Inland could have acquired the
Property. The Poole Investments Board indicated their preference for the Offer
(as opposed to the acquisition by Inland of the Property from Poole) because
this would give PI Shareholders prompt cash consideration.
Following detailed enquiries and negotiation of terms, Inland agreed to make the
Offer on the basis set out in this announcement
5. Irrevocable undertakings and interests in PI Shares
Inland has received irrevocable undertakings to accept or to procure the
acceptance of the Offer from each of the Poole Investments Directors (other than
from David Cicurel whose connected trust has given the relevant undertaking) who
have beneficial holdings in PI Shares, in respect of their entire holdings.
Those holdings amount to, in aggregate, 7,652,854 PI Shares representing
approximately 4.1 per cent. of the existing issued ordinary share capital of
Poole Investments. These irrevocable undertakings will (other than the
irrevocable undertaking given by David Cicurel's connected trust, which is on
the terms outlined in the paragraph below) remain binding even where a third
party competing offer is made for Poole Investments at a price higher than the
Offer Price.
Irrevocable undertakings have also been received from Judges Capital plc in
respect of 5,700,000 PI Shares (3.1 per cent. of the PI Shares in issue) and
Starlight Investments Limited in respect of 14,250,000 PI Shares (7.7 per cent.
of the PI Shares in issue). The undertakings cease to be binding if a third
party competing offer is made for Poole Investments at a price which represents
a premium in excess of 10 per cent. over the Offer Price. The Takeover Panel has
ruled that Starlight Investments Ltd is acting in concert with Dawnay Day
(adviser to Inland) and is therefore deemed to be also acting in concert with
Inland.
Inland already holds 15,911,500 PI Shares representing 8.6 per cent. of the PI
Shares in issue.
Accordingly, Inland's interests, together with the PI Shares which are the
subject of the irrevocable undertakings total, in aggregate, 43,424,354 PI
Shares, representing approximately 23.5 per cent. of the existing issued share
capital of Poole Investments.
6. Information relating to Poole Investments
Poole Investments' primary asset is a 9.5 acre plot of land in Lower Hamworthy,
Dorset, upon which resides an investment property which provides a rental income
to the Company. This land forms part of the area within the Poole "Full Sail
Ahead" regeneration scheme. The Borough of Poole, with the aid of consultants,
has been deciding how best to plan and progress the regeneration of this area.
Borough representatives have agreed with Poole Investments that during the
remainder of 2007, a series of meetings will take place to establish common
ground that might enable the Company to support the regeneration by way of a
formal planning application. Planning consent for this site has not yet been
secured and the timing on securing such planning permission and the nature of
any development is uncertain.
7. Financing the Offer
Inland proposes to finance the whole of the consideration payable pursuant to
the Offer from its existing cash balances. Accordingly, the payment of interest
on, repayment of or security for any liability (contingent or otherwise) will
not depend to any significant extent on the business of Poole Investments.
Dawnay Day, which is acting for Inland in connection with the Offer, is
satisfied that the necessary financial resources are available to Inland to
satisfy full acceptance of the Offer.
8. Future intentions
If the Offer becomes, or is declared, wholly unconditional, Inland will become
the holding company of Poole Investments. Inland intends to continue efforts to
secure planning consents and promote the value of Poole Investments' property
assets over a period of time. Inland is able to bring relevant expertise and
experience to bear on the process. Poole Investments currently has limited cash
resources and income, which hinders its ability to finance certain costs and
expenses in relation to the progress of its property value. Furthermore, as and
when the Offer becomes unconditional, Poole Investments will have to pay
professional and other costs amounting to over #600,000. As a well-funded
company, Inland will be able to subscribe for new PI Shares or make finance
available in other ways (on arms' length terms) to enable it to finance such
costs.
Upon the Offer being declared or becoming unconditional in all respects, David
Booth, David Cicurel and Tony Palmer have each agreed to step down from the
Poole Investments Board.
9. Offer timetable and postal delays
Due to the threatened postal strikes the Panel has requested that the first
closing date of the Offer will be 28 days after the Offer Document is posted,
and acceptances will not be capable of withdrawal until 49 days after the Offer
Document is posted (subject to the Offer becoming unconditional earlier).
Copies of the Offer Document will be available from the offices of Dawnay, Day
Corporate Finance Limited at 17 Grosvenor Gardens, London SW1W 0BD and from
Inland's website at www.inlandplc.com following the posting of the Offer
Document to PI Shareholders.
10. Inducement fee
Inland and Poole Investments have entered into an inducement fee agreement.
Under this agreement, as an inducement for Inland to make the Offer, Poole
Investments has agreed to pay #100,000 (inclusive of VAT, if payable) to Inland
in certain circumstances. These circumstances are, broadly, where a third party
makes an offer for Poole Investments which subsequently becomes or is declared
wholly unconditional or where Poole Investments disposes of the Property or if
the recommendation of the Offer by the Poole Investments Directors is withdrawn
or otherwise adversely modified.
The Poole Investments Directors, who have been so advised by Zeus Capital, are
satisfied that these inducement fee arrangements are in the best interests of PI
Shareholders taken as a whole.
11. Compulsory acquisition and cancellation of trading on AIM
If Inland receives acceptances under the Offer in respect of, and/or otherwise
acquires, in aggregate both 90 per cent. or more in value of the PI Shares to
which the Offer relates and 90 per cent. or more of the voting rights carried by
those shares, Inland intends to apply the procedures set out in sections 979 to
982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining
PI Shares on the same terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects, if
Inland acquires or agrees to acquire, by virtue of its shareholding and
acceptances of the Offer, issued share capital carrying 75 per cent. or more of
the voting rights of Poole Investments and subject to any applicable
requirements of the London Stock Exchange, Inland intends to procure that Poole
Investments applies to the London Stock Exchange for the cancellation of PI
Shares from trading on AIM. It is anticipated that such cancellation will take
effect no earlier than 20 Business Days after the Offer becomes or is declared
unconditional in all respects. The cancellation of trading of PI Shares will
significantly reduce the liquidity and marketability of any PI Shares not
acquired by Inland.
It is also proposed that, following the Offer becoming or being declared
unconditional in all respects, Poole Investments will be re-registered as a
private company.
12. Recommendation
The Poole Investments Directors, who have been so advised by Zeus Capital,
unanimously consider the terms of the Offer to be fair and reasonable so far as
PI Shareholders are concerned. In providing advice to the Poole Investments
Directors, Zeus Capital has taken into account the commercial assessments of the
Poole Investments Directors.
Accordingly, the Poole Investments Directors unanimously recommend that PI
Shareholders accept the Offer, as the Poole Investments Directors who have
beneficial holdings in PI Shares have (other than David Cicurel whose connected
trust has) irrevocably undertaken to do (or to take steps within their power to
cause acceptance of the Offer) in respect of their own beneficial holdings of PI
Shares amounting to, in aggregate, 7,652,854 PI Shares, which represent
approximately 4.1 per cent. of the existing issued ordinary share capital of
Poole Investments.
13. General
The Offer Document, containing the full terms of the Offer, will be posted to PI
Shareholders today, but in any event, within 28 days of today's date. The
conditions to the Offer are set out in Appendix I to this announcement and,
together with certain further terms of the Offer, will also be set out in full
in the Offer Document and, in the case of certificated PI Shares, in the related
form of acceptance.
The availability of the Offer to PI Shareholders not resident in and citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are citizens or in which they are resident. Such persons should
inform themselves about and observe any applicable legal or regulatory
requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility from or within
any Restricted Jurisdiction where to do so would constitute a breach of any
relevant securities laws of that Restricted Jurisdiction. Accordingly, copies of
this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from any Restricted Jurisdiction where to do
so would constitute a breach of any relevant securities laws of that Restricted
Jurisdiction. Persons receiving this announcement (including without limitation,
custodians, nominees and trustees) must not distribute or send it into or from
any Restricted Jurisdiction where to do so would constitute a breach of any
relevant securities laws of that Restricted Jurisdiction.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe any applicable legal
or regulatory requirements. Further information in relation to Overseas
Shareholders will be set out in the Offer Document.
Enquiries:
Inland plc Tel: (01923) 713 600
Stephen Wicks, Chief Executive
Dawnay, Day Corporate Finance Limited Tel: (020) 7509 4570
David Floyd
Alex Stanbury
Poole Investments plc Tel: (07973) 820 492
David Booth
Zeus Capital Limited Tel: (0161) 831 1512
Kevin Wilson
Nick Cowles
Buchanan Communications Tel: (020) 7466 5000
Jeremy Garcia / Susanna Gale
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made by way of the Offer
Document and, where appropriate, the related form of acceptance.
The full terms and the condition of the Offer (including details of how the
Offer may be accepted) will be set out in the Offer Document and, where
appropriate, the related form of acceptance. PI Shareholders who accept the
Offer may only rely on the Offer Document and, where appropriate, the related
form of acceptance for all the terms and the condition of the Offer. In deciding
whether or not to accept the Offer in relation to their PI Shares, Poole
Investments Shareholders should rely only on the information contained, and
procedures described, in the Offer Document and, where appropriate, the related
form of acceptance. Poole Investments Shareholders are strongly advised to read
the Offer Document being posted to them shortly, or in any event within 28 days
of this announcement, which contains important information.
Dawnay, Day, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, has authorised this announcement for the purposes
of section 21 of the Financial Services and Markets Act 2000. The principal
place of business of Dawnay, Day Corporate Finance is 17 Grosvenor Gardens,
London SW1W 0BD. Dawnay, Day Corporate Finance is acting exclusively for Inland
and no one else in connection with the Offer and will not be responsible to
anyone other than Inland for providing the protections afforded to customers of
Dawnay, Day Corporate Finance or for providing advice in relation to the Offer
or any other matter referred to herein.
Zeus Capital which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Poole Investments and no
one else in connection with the Offer and will not be responsible to anyone
other than Poole Investments for providing the protections afforded to customers
of Zeus Capital or for providing advice in relation to the Offer or any other
matter referred to herein.
The Inland Directors accept responsibility for the information contained in this
announcement other than the information for which the Poole Investments
Directors accept responsibility. Subject as aforesaid, to the best of the
knowledge and belief of the Inland Directors (who have taken all reasonable care
to ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The Poole Investments Directors accept responsibility for the information
contained in this announcement relating to Poole Investments, themselves, their
immediate families, related trusts and persons connected with them (save in each
case for information on Inland's future plans for Poole Investments). Subject as
aforesaid, to the best of the knowledge and belief of the Poole Investments
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information
This announcement contains certain forward-looking statements with respect to
(amongst other things) the financial condition, results of operations and
business of the Poole Investments and certain plans and objectives of the
Directors of Poole Investments and Inland. These forward-looking statements,
without limitation, can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments made by the
Directors of Poole Investments or Inland in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements, which are not
guarantees of future performance.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Poole Investments and Inland assume no
obligation to update or correct the information contained in this announcement,
whether as a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Poole Investments
except where expressly stated.
The attention of Poole Investments Shareholders is drawn to the fact that under
the Code there are certain UK dealing disclosure requirements in respect of
relevant securities during an offer period. An Offer Period was deemed to have
commenced on (and including) 3 July 2007 when the Poole Investments Board
announced it had received an approach in relation to a possible offer.
The disclosure requirements are set out in more detail in Rule 8 of the Code. In
particular, under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Poole Investments, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 p.m. (London time) on the Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the Offer Period otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Poole Investments, they will be deemed to
be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Poole Investments by Inland or Poole Investments, or by any of
their respective "associates" (within the meaning of the Code), must also be
disclosed by no later than 12.00 p.m. (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 7236
7013.
This announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.
APPENDIX I
Conditions and certain further terms of the Offer
The Offer will comply with the rules and regulations of the London Stock
Exchange and the provisions of the City Code. The Offer and any acceptances
under it will be governed by English law and be subject to the jurisdiction of
the courts of England.
The Offer, which will be made by Inland, will be subject to the terms and
condition to be set out in full in the Offer Document and, where appropriate,
the form of acceptance, including:
Conditions of the Offer
The Offer is subject to the following conditions (none of which shall apply to
environmental matters):
1. valid acceptances being received (and not, where permitted, withdrawn) by
1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as
Inland may, subject to the rules of the Code or with the consent of the Panel,
decide), in respect of not less than 90 per cent. in nominal value (or such
lesser percentage as Inland may decide) of the PI Shares to which the Offer
relates, provided that this condition shall not be satisfied unless Inland and/
or its wholly owned subsidiaries shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, PI Shares carrying, in aggregate,
more than 50 per cent. of the voting rights normally exercisable at general
meetings of the Company, including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attaching to any PI Shares that
are unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
subscription rights, conversion rights or otherwise. For the purposes of this
condition:
(a) the expression "PI Shares to which the Offer relates" shall be construed in
accordance with sections 978-982 (inclusive) of the Companies Act 2006; and
(b) PI Shares which have been unconditionally allotted shall be deemed to carry
the voting rights which they will carry on issue;
2. no government or governmental, quasigovernmental, supranational, statutory or
regulatory or investigative body (but excluding any environmental body) or any
court (each a "Third Party"), prior to the date when the Offer becomes otherwise
unconditional in all respects, having taken, instituted or implemented, and
there not continuing to be outstanding, any action, proceeding, suit, or formal
investigation or having enacted, made or proposed any statute, regulation or
order that would or might reasonably be expected to:
(a) make the Offer or the acquisition of any PI Shares, or the acquisition by
Inland or members of the Inland Group of any shares in or control of PI, void,
unenforceable or illegal or directly or indirectly restrict, restrain, prohibit,
delay or otherwise challenge or interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise challenge the
Offer or the acquisition of any PI Shares or the acquisition of control of PI;
or
(b) require, prevent or delay a divestiture by any member of the Inland Group of
any PI Shares; or
(c) impose any limitation on the ability of Inland or the Inland Group to
conduct all or any material portion of its businesses or to own all or any
material portion of their respective assets or property to an extent which in
each case would be material; or
(d) save pursuant to the Offer, require any member of the Inland Group to
acquire or to offer to acquire any PI Shares owned by any third party; or
(e) otherwise affect adversely the business profits or prospects of any member
of the Inland Group or any member of the Wider Poole Investments Group to an
extent which is material,
and all applicable waiting and other time periods during which any Third Party
could decide to take, implement or institute any such action, proceedings, suit
or formal investigation under the laws of any jurisdiction having expired,
lapsed or been terminated;
3. all necessary filings having been made in respect of the Offer and all
required authorisations, orders, grants, recognitions, confirmations, consents,
clearances, licences, permissions, exemptions and approvals (each an
"Authorisation") necessary or reasonably appropriate or required for or in
respect of the Offer (including, without limitation, implementation and
financing (which term includes, without limitation, any borrowing of any monies,
the giving of any guarantee or security and the investment of the proceeds
thereof or any other monies by any member of the Inland Group in the Wider Poole
Investments Group and Inland's investment in PI Shares)) or the proposed
acquisition of any shares in, or control of, Poole Investments by Inland being
obtained on terms and in a form satisfactory to Inland (acting reasonably) from
all appropriate Third Parties with whom any member of the Inland Group or the
Wider Poole Investments Group has entered into contractual arrangements, where
the absence of such would have a material adverse effect on the Inland Group or
the Wider Poole Investments Group as the case may be and all such Authorisations
remaining in full force and effect at the time at which the Offer becomes
otherwise unconditional in all respects and no notice of any intention to
revoke, suspend, restrict, modify or not renew any of the same having been
received (which in each case would have a material adverse effect on the Wider
Poole Investments Group) and all necessary filings having been made and all
appropriate waiting periods (including any extension thereof) under any
applicable legislation and regulation in any jurisdiction having expired, lapsed
or been terminated, in each case as may be necessary in connection with the
Offer under the laws or regulations of any jurisdiction and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
4. there being no provision of any agreement, arrangement, licence, permit or
other instrument (each an "Arrangement") to which any member of the Wider Poole
Investments Group is a party or by or to which any such member or any of its
assets may be bound, entitled or be subject which, as a direct result of the
acquisition by Inland of the PI Shares or any of them, or change in the
management or control of Poole Investments or the acquisition of control of
Poole Investments by Inland will, or might reasonably be expected to, result in:
(a) any monies borrowed by, or any other indebtedness (actual or contingent) of
any such member being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in such
Arrangement, or the ability of any such member to borrow monies or incur any
indebtedness under any such Arrangement being withdrawn or inhibited; or
(b) any such Arrangement being or becoming capable of being terminated or
adversely modified or affected in any material respect or any onerous obligation
arising or any materially adverse action being taken or arising thereunder; or
(c) the interests or business of any such member in or with any other person,
firm, company or body (or any arrangements relating to such interests or
business) being terminated, modified or adversely affected in a material
respect; or
(d) any assets of any such member being or failing to be disposed of or charged
in any manner howsoever, or any right arising under which any such asset or
interest could be required to be disposed of or charged in any manner howsoever;
or
(e) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any such member, or any
such security (whenever arising or having arisen) becoming enforceable; or
(f) the value or financial or trading prospects of any such member being
prejudiced or adversely affected in a material respect (in either case); or
(g) any such member ceasing to be able to carry on business under any name under
which it presently does so; or
(h) the creation of liabilities by any such member which will or might
reasonably be expected to have a material adverse effect on the Wider Poole
Investments Group taken as a whole; in each case, which will or might reasonably
be expected to have a material adverse affect on the Wider Poole Investments
Group, taken as a whole,
5. since 31 May 2007, and save as Disclosed prior to the date hereof, no member
of the Wider Poole Investments Group having:
(a) issued or authorised or proposed the issue of additional shares of any
class, or securities convertible into or exchangeable for, or rights, warrants
or options to subscribe for or acquire, any such shares or securities or
redeemed, purchased or reduced any part of its share capital; or
(b) recommended, declared, paid or made or proposed to declare, pay or make any
bonus, dividend or other distribution in respect of the share capital of the
Company; or
(c) merged with any body corporate or authorised or proposed or announced any
intention to propose any merger, demerger, acquisition, disposal, transfer,
mortgage or charge of or granting of any security over assets or shares
(otherwise than in the ordinary course of business); or
(d) authorised or proposed or announced its intention to propose any change in
its share or loan capital; or
(e) announced any proposal to purchase any of its own shares or purchased any
such shares; or
(f) issued, authorised or proposed the issue of any debentures or (save in the
ordinary course of business) incurred or increased any indebtedness or become
subject to any contingent liability which is material; or
(g) entered into any contract or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or magnitude which is
material otherwise than in the ordinary course of business; or
(h) entered into any Arrangement which would be restrictive on the business of
any member of the Wider Poole Investments Group and would have a material effect
on the business of the Wider Poole Investments Group taken as a whole otherwise
than in the ordinary course of business; or
(i) entered into or varied the terms of any service agreement with any of the
Poole Investments Directors except as Disclosed; or
(j) acquired, disposed of or transferred, mortgaged or charged or encumbered or
created any security interest over any asset or any right, title or interest in
any asset (including, without limitation, shares and trade investments) or
entered into any contract, reconstruction, amalgamation, commitment or other
transaction or arrangement otherwise than in the ordinary course of business; or
(k) waived or compromised any claim otherwise than in the ordinary course of
business; or
(l) proposed any voluntary winding up or taken any corporate action or had any
order made for its winding up, dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues; or
(m) entered into any Arrangement to, or passed any resolution with respect to,
or announced any intention to, or to propose to, effect any of the transactions
or events referred to in this condition5; or
6. since 31 May 2007, and save as Disclosed:
(a) no material adverse change in the business, financial or trading position or
profits or assets or business, financial or trading prospects of the Company
having occurred; and
(b) no contingent or other liability having arisen which would or might
reasonably affect Poole Investments or any member of the Wider Poole Investments
Group materially and adversely, or having increased by an amount which is
material to Poole Investments or the Wider Poole Investments Group taken as a
whole; and
(c) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted or threatened by or against or remaining
outstanding against Poole Investments or any member of the Wider Poole
Investments Group or to which Poole Investments or any member of the Wider Poole
Investments Group is party (whether as plaintiff or defendant or otherwise) and
which, in any case, is or might reasonably be expected to be material; and
(d) no matter or matters having arisen or been disclosed (whether or not
connected) which individually does not or may not constitute an event of
sufficient materiality to constitute a breach of any one of conditions 6(a) to 6
(c), but which, when taken in aggregate are material in the context of the Offer
or the Wider Poole Investments Group taken as a whole; or
7. Inland not having discovered (save as Disclosed):
(a) that any financial or business or other information concerning the Company
which has been disclosed at any time, whether publicly or otherwise, is
materially misleading, contains a material misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not materially
misleading or that any contingent liability disclosed in such information would
or might materially and adversely affect directly or indirectly the business,
profits or prospects of Poole Investments and which was not, if material,
corrected by subsequent public announcement made before the date hereof; or
(b) that any member of the Wider Poole Investments Group and which is not a
subsidiary undertaking of Poole Investments is subject to any liability,
contingent or otherwise, which is or might reasonably be expected to be
material, and which is not and should have been disclosed in Poole Investments'
annual report and accounts for the year ended 31 May 2007; or
(c) any information which materially affects the import of any information
disclosed by or on behalf of any member of the Wider Poole Investments Group to
or on behalf of any member of the Wider Poole Investments Group;
and, in each case, the consequence of the information subsequently discovered
would, or would reasonably be expected to, have a material adverse effect on the
Wider Poole Investments Group taken as a whole or in the context of the Offer.
Inland reserves the right to waive, in whole or in part, all or any of the
conditions set out above apart from the condition set out in paragraph 1. If
Inland is required by the Panel to make an offer for PI Shares under the
provisions of Rule 9 of the Code, Inland may made such alterations to the above
conditions, including the condition in paragraph 1, as are necessary to comply
with the provisions of that rule.
APPENDIX II
Bases and Sources
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
1. General
Financial information relating to Poole Investments has been extracted from the
relevant published annual report and accounts of Poole Investments and/or public
statements made by Poole Investments.
2. Value of the Offer
The Offer values the entire issued ordinary issued share capital of Poole
Investments at approximately #11.1 million, based on the Offer Price of 6 pence
for each PI Share.
3. Share prices
The prices of PI Shares on a particular date are derived from the Closing Price
for that date.
4. Time
All the times referred to in this announcement are London times.
APPENDIX III
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
"Act" the Companies Act 1985 (as amended)
"AIM" a market operated by London Stock Exchange, otherwise known
as the Alternative Investment Market
"Board" as the context requires, the board of directors of Poole
Investments or the board of directors of Inland and the terms
"Poole Investments Board", "Board of Poole Investments",
"Inland Board" and "Board of Inland" shall be construed
accordingly
"Business Day" any day (other than a public holiday, Saturday or Sunday) on
which clearing banks in London are open for normal business
"Capita a trading name of Capita IRG Plc
Registrars"
"certificated" or the description of a share or other security which is not in
"in uncertificated form (that is, not in CREST)
certificated
form"
"City Code" or the City Code on Takeovers and Mergers issued by the Panel
"Code"
"Closing Price" the closing middle market quotation of an Poole Investments
Share as derived from the Daily Official List
"Daily Official the daily official list of the London Stock Exchange
List"
"Dawnay Day" Dawnay, Day Corporate Finance Limited, financial adviser to
Inland incorporated and registered in England and Wales with
registered
"Disclosed" disclosed in the annual report and accounts of Poole
Investments for the year ended 31 May 2007 or publicly
announced through a RIS or otherwise disclosed in the course
of the due diligence undertaken by or on behalf of Inland in
relation to Poole Investments prior to the date hereof,
including without limitation, the matters set out in any
report prepared for Inland by any of its advisers or
consultants as part of such process
"Howarth Homes" Howarth Homes Limited, incorporated and registered in England
and Wales with registered number 02274807
"Inland the directors of Inland at the date of this document
Directors"
"Inland Group" Inland and its subsidiaries
"Inland Homes" Inland Homes Limited, incorporated and registered in England
and Wales with registered number 05482989
"London Stock London Stock Exchange plc
Exchange"
"Offer" or the recommended cash offer by Inland to acquire all of the
"Recommended Cash issued and to be issued PI Shares not already owned by Inland
Offer" on the terms and subject to the conditions set out in this
announcement and to be set out in the Offer Document and any
form of acceptance including, where the context requires, any
subsequent revision, variation, extension or renewal of such
offer
"Offer Document" the formal document setting out the full terms and condition
of the Offer to be posted to Poole Investments Shareholders
shortly, but in any event, within 28 days of today's date
"Offer Period" the period commencing on (and including) 3 July 2007 and
ending on the first closing date of the Offer or, if later,
the date on which the Offer becomes, or is declared,
unconditional as to acceptances or lapses
"Offer Price" 6 pence per PI Share
"Overseas Poole Investments Shareholders (or nominees of, or custodians
Shareholders" or trustees for Poole Investments Shareholders) not resident
in or citizens of the United Kingdom
"Panel" or the Panel on Takeovers and Mergers
"Takeover Panel"
"Poole Poole Investments plc, incorporated and registered in England
Investments" or and Wales with registered number 02282021
"PI"
or the "Company"
"Poole Investments the directors of Poole Investments at the date of this
Directors" or document
"Directors of
Poole
Investments"
"PI Shareholders" holders of PI Shares
or
"Shareholders"
"PI Shares" or the existing unconditionally allotted or issued and fully
"Shares in paid (or credited as fully paid) ordinary shares of one pence
each in the capital of Poole Investments and any further such
shares which are unconditionally allotted or issued fully
paid (or credited as fully paid) on or prior to the date on
which the Offer closes or, subject to the provisions of the
City Code, by such earlier date or dates as Inland may
determine (but excluding any such shares held or which become
held in treasury)
Poole
Investments"
"Property" a 9.5 acre plot of land in Lower Hamworthy, Poole, Dorset
which is owned by the Company
"Regulatory a service approved by the London Stock Exchange for the
Information distribution to the public of AIM announcements and included
Service" within the list maintained on the London Stock Exchange's
website
or "RIS"
"Restricted any jurisdiction where extension or acceptance of the Offer
Jurisdiction" would violate the laws or relevant rules of that jurisdiction
and, for the avoidance of doubt the United States and Japan
are Restricted Jurisdictions and no E.U. country is a
Restricted Jurisdiction
"subsidiary" or has the meanings given to those terms in the Act;
"subsidiary
undertaking"
"uncertificated" recorded on the relevant register of PI Shares as being held
or "in in uncertificated form in CREST and title to which, by virtue
uncertificated of the CREST Regulations, may be transferred by means of
form" CREST
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
or "UK"
"United States" or the United States of America, including the states its of the
"US" or "USA" United States of America and the District of Columbia and all
other areas subject to its jurisdiction its territories or
possessions and all areas subject to its jurisdiction
"Zeus Capital" Zeus Capital Limited, of 3 Ralli Courts, West Riverside,
Manchester, M3 5FT, financial adviser to Poole Investments,
incorporated and registered in England and Wales with
registered number 04417845
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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