TIDMHDY
RNS Number : 7370W
Blake Holdings Limited
13 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
BLAKE HOLDINGS LIMITED
MANDATORY CASH OFFER
for
HARDY OIL & GAS PLC
Posting of Offer Document
Blake Holdings Limited ("Blake") is pleased to announce that the
Offer Document containing the full terms and condition of its
mandatory cash offer to acquire the entire issued and to be issued
share capital of Hardy Oil & Gas plc ("Hardy") other than the
shares already held by Blake (or any persons acting in concert with
it) (the "Offer Document"), together with a Form of Acceptance,
have today been published and posted to Hardy Shareholders and a
copy of the Offer Document has been posted, for information only,
to persons with information rights.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Offer Document. Copies of this Announcement, the Offer Document and
the Form of Acceptance will be available free of charge (subject to
certain restrictions relating to persons in Restricted
Jurisdictions) on Blake's website at www.blake.je until the end of
the Offer Period. The contents of Blake's website is not
incorporated into, and does not form part of, this
Announcement.
As previously announced, under the terms of the Offer, which is
subject to the further terms and condition set out in the Offer
Document and, in respect of Hardy Shares held in certificated form,
the Form of Acceptance, Blake is offering to acquire the Hardy
Shares from the Hardy Shareholders at a price of
5 pence in cash for each Hardy Share
The Offer extends to all issued Hardy Shares which are not held
by Blake (or any persons acting in concert with it) and any further
Hardy Shares which are unconditionally allotted or issued and fully
paid before the Offer closes. The Offer values Hardy's issued share
capital at approximately GBP3.688 million.
The Offer will initially remain open for acceptance until 1:00pm
(London time) on 7 January 2020.
To accept the Offer in respect of Hardy Shares held in
certificated form (that is, not in CREST), Hardy Shareholders
should complete and return the Form of Acceptance, together with
the relevant share certificate(s) and/or other documents of title,
using the accompanying reply-paid envelope (for use within the UK
only), in accordance with the procedure set out in the Offer
Document, to Neville Registrars Limited at Neville House, Steelpark
Road, Halesowen B62 8HD, as soon as possible, and in any event so
as to be received by no later than 1:00pm (London time) on 7
January 2020.
To accept the Offer in respect of Hardy Shares held in
uncertificated form (in other words, held in CREST), Hardy
Shareholders should follow the procedures for electronic acceptance
through CREST in accordance with the instructions set out in the
Offer Document, so that a TTE Instruction settles as soon as
possible and, in any event, by no later than 1:00pm (London time)
on 7 January 2020. CREST-sponsored members should refer to their
CREST sponsors, who will be able to send the necessary TTE
instructions to Euroclear on their behalf.
Further copies of the Offer Document and the Form of Acceptance
may be obtained from the Receiving Agent, Neville Registrars on
0121 585 1131. Lines are open from 9.00am to 5.00pm (London time)
Monday to Friday (excluding public holidays). 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. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. 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
Enquiries:
SPARK Advisory Partners Limited
(Financial adviser to Blake) Telephone: 020 3368 3550
Name Matt Davis
Name James Keeshan
Blake: Telephone: 01534 719761
Richard Griffiths, Director
Michael Bretherton, Director
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as financial advisor to Blake and
no-one else in connection with the with the matters referred to in
this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to
anyone other than Blake for providing the protections afforded to
clients SPARK, nor for providing advice in relation to any matter
referred to in this announcement.
Further information
1. This announcement, which does not constitute a prospectus or prospectus equivalent, is for information purposes
only. It is not intended to, and does not, constitute or form part of, any invitation, offer or the solicitation
of an offer to purchase, otherwise acquire, subscribe, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is made
solely by means of the Offer Document and, in respect of Hardy Shares held in certificated form, the Form of
Acceptance, which contains the full terms and conditions of the Offer, including details of how the Offer may be
accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the
information contained in those documents. Hardy Shareholders should read the Offer Document and other formal
documentation relating to the Offer carefully.
2. This Announcement has been prepared for the purpose of complying with English law and regulation (including the
Takeover 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 regulations of jurisdictions outside of England.
3. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the
laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any
applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such jurisdiction.
4. The availability of the Offer to persons who are resident in jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions. 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 in their jurisdiction. Failure to comply with any such restrictions may constitute a violation of
the laws and/or regulations of any such jurisdiction.
5. Copies of this announcement are not being and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving the announcement
(including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from
such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Hardy and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
Hardy or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of Hardy or of any securities exchange offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of Hardy or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Hardy and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the Business Day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Hardy and by
any offeror and Dealing Disclosures must also be made by Hardy, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
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
ODPEAKAAFAKNFFF
(END) Dow Jones Newswires
December 13, 2019 04:02 ET (09:02 GMT)
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