TIDMNTBR
RNS Number : 7033N
Cedarvale Holdings Ltd
26 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED STATES
OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION
FOR IMMEDIATE RELEASE
26 September 2019
Tender Offer by Cedarvale Holdings Ltd to purchase up to
5,400,000 Shares of Northern Bear plc at 72 pence per share,
representing a premium of 20.0% above the closing bid price
preceding this announcement
Cedarvale Holdings Ltd ("Cedarvale") announces its intention to
acquire up to 5,400,000 ordinary shares in Northern Bear plc
("Northern Bear"), representing, together with the shares held by
Cedarvale's beneficial owner, up to 29.6% of Northern Bear's issued
share capital, by way of a tender offer at a price of 72 pence per
share (the "Tender Offer").
The Tender Offer price of 72 pence per share of Northern Bear
represents a premium of 20.0% above the closing bid price of 60
pence per share, and a premium of 17.1% above the middle market
closing price of 61.50 pence per share at the close of business on
25 September 2019, being the latest practicable date prior to the
publication of this announcement.
Cedarvale Holdings Ltd is a private investment holding company
incorporated in England & Wales. Jeff Baryshnik, a Canadian
citizen and resident, is Cedarvale's sole director and beneficial
owner. Mr Baryshnik's principal occupation is as President of
Republic Funds USA Inc, a private asset management firm he founded
in 2009 and whose primary business is advising its affiliated
partnerships on the purchase, sale and asset management of U.S.
real estate. Jeff Baryshnik is a Trustee of True North Commercial
Real Estate Investment Trust, publicly listed on the Toronto Stock
Exchange, for which he also serves on its Investment Committee.
Prior to forming Republic Funds USA Inc, Mr Baryshnik worked at
various financial services firms including Morgan Stanley and
Citadel. Jeff Baryshnik earned an MBA from New York University's
Stern School of Business and an HBA from Western University's
Richard Ivey School of Business.
At the date of this announcement, Cedarvale does not hold any
Shares of Northern Bear. Cedarvale's beneficial owner holds 81,500
ordinary shares of 1 pence each in the capital of Northern Bear
(each, a "Share of Northern Bear") in his personal capacity,
representing 0.44% of the issued share capital of Northern Bear. If
the Tender Offer were to be accepted in full, Cedarvale and
Cedarvale's beneficial owner (being the "Cedarvale Investors")
would hold 29.6% of the issued share capital of Northern Bear
(based on the latest publicly available information).
Cedarvale does not intend to make an offer to acquire the entire
issued and to be issued ordinary share capital of Northern Bear
pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the
"Code").
Rule 2.8 of the Code applies to the foregoing statement.
Accordingly, the Cedarvale Investors and any other persons acting
in concert with them will, except with the consent of the Panel, be
bound by the restrictions under Rule 2.8 of the Code.
Cedarvale reserves the right to acquire Shares of Northern Bear,
subject to, and in accordance with, the Code and other applicable
regulations. For the purpose of Rule 2.8 of the Code, Cedarvale
reserves the right to make or participate in an offer for Northern
Bear (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Code) within the next six months
following the date of this announcement: (i) with the agreement or
recommendation of the board of directors of Northern Bear; (ii)
following the announcement of a firm intention to make an offer for
Northern Bear by or on behalf of a third party; (iii) following the
announcement by Northern Bear of a "whitewash" proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of
the Code) or a reverse takeover (as defined in the Code); or (iv)
where the Panel on Takeovers and Mergers has determined that there
has been a material change of circumstances.
The Tender Offer will be made by means of a press advertisement
and a tender offer document including a tender form (collectively,
the "Tender Offer Document") which is expected to be sent within
seven days of this announcement, to each shareholder of Northern
Bear (each, a "Shareholder") whose name appears on the register of
shareholders at the latest practicable date prior to despatch.
The Tender Offer will remain open for at least 21 days following
the date the Tender Offer is made (as shall be specified in the
Tender Offer Document, being the "Closing Date"). The Tender Offer
will only be available to Shareholders of Northern Bear who are on
its shareholder register as of 6.00 p.m. on the Closing Date.
The Tender Offer will be conditional on the receipt of tenders
representing 1% of the issued share capital of Northern Bear on the
date that the Tender Offer is made. This condition may not be
waived. Accordingly, if this condition is not satisfied by the
Closing Date, the Tender Offer will be void. Subject to this
condition, any tender forms submitted by Shareholders of Northern
Bear shall be irrevocable.
The maximum number of Shares of Northern Bear which may be
tendered by each Shareholder pursuant to the Tender Offer (the
"Tender Shares") will be specified in the Tender Offer Document. If
the Tender Offer is oversubscribed such that the aggregate number
of tendered Shares of Northern Bear exceeds the maximum number of
Tender Shares, tenders will be scaled back pro rata to the number
of Shares of Northern Bear that were tendered.
Shares of Northern Bear that are successfully tendered will be
acquired by Cedarvale fully paid and free from all liens, charges,
equitable interests and encumbrances and together with all rights
attaching thereto, including the right to all dividends and other
distributions declared on or after the date of this Announcement,
and the right to attend and vote at any meeting of Northern
Bear.
Settlement of the consideration to which any Northern Bear
Shareholder is entitled pursuant to valid tenders accepted by
Cedarvale will be made in accordance with the terms of the Tender
Offer Document.
The availability of the Tender Offer to Northern Bear
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions. Northern Bear
Shareholders who are not so resident should inform themselves
about, and observe, such applicable requirements.
In this announcement, all share capital details are based on the
latest publicly available information and certain figures have been
subjected to rounding adjustments. This Announcement is for
information purposes only and does not constitute an offer to sell
or an invitation to purchase any securities or the solicitation of
an offer to buy any securities. The Tender Offer shall be made
solely by means of the Tender Offer Document which shall contain
the full terms and conditions of the Tender Offer, including
details of how to tender your shares. The Tender Offer Document is
important and will require your immediate attention.
Enquiries:
Arden Partners plc
Tel: 020 7614 5900
Ciaran Walsh
Arden Partners plc, which is regulated by the Financial Conduct
Authority, has approved this announcement for the purposes of
Section 21 of the Financial Services and Markets Act 2000, as
amended. Arden Partners plc is listed on the Financial Services
Register with the registration number 214032. Arden Partners plc is
a company incorporated under the laws of England and Wales and has
its registered office at 5 George Road, Edgbaston, Birmingham, B15
1NP. Arden Partners plc is acting for Cedarvale in relation to the
Tender Offer and is not acting for or advising any other person or
treating any other person as its customer in relation to such
transaction and will not be responsible to any other person for
providing the protections afforded to customers of Arden Partners
plc.
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
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