Offer Update
21 Noviembre 2003 - 1:00AM
UK Regulatory
RNS Number:3307S
Red Apple Investments, LLC
20 November 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
21 November 2003
FOR IMMEDIATE RELEASE
UNCONTESTED MANDATORY CASH ONLY OFFER
by
RED APPLE INVESTMENTS, LLC
for
Ordinary Shares in
INVESTEC EUROPEAN GROWTH &
INCOME TRUST LIMITED ("Investec European")
OFFER UNCONDITIONAL IN ALL RESPECTS
As at 3.00 p.m. yesterday Red Apple and parties acting or deemed to be acting in
concert with it owned or had received valid acceptances under the Offer in
respect of Ordinary Shares, representing approximately 78.88 per cent. of the
voting rights in Investec European for the purposes of the acceptance condition
prescribed by Rule 9.3 of the Code. Red Apple is pleased to announce that, there
being no other conditions relating to the Offer as set out in the Offer Document
other than the acceptance condition prescribed by Rule 9.3 of the Code, all
conditions have been satisfied and the Offer is hereby declared wholly
unconditional.
Recent postal service strikes may have resulted in some Ordinary Shareholders
failing to receive the Offer Document and Form of Acceptance. Ordinary
Shareholders who have not received the Offer Document should contact Lloyds TSB
Registrars on 0870 600 0673 as soon as possible.
The Offer remains open for acceptance until further notice. Details of how to
accept the Offer are set out below.
DETAILS OF HOLDINGS AND ACCEPTANCES
On 8 October 2003, Red Apple announced the terms of a mandatory cash offer under
Rule 9 of the Code to acquire the entire issued Ordinary Share capital of
Investec European not already owned by Red Apple and/or the parties acting or
deemed to be acting in concert with it at the offer price of 3.25 pence in cash
for each Ordinary Share.
At the close of business on 7 October 2003, being the day immediately preceding
the commencement of the Offer Period, Red Apple and parties acting or deemed to
be acting in concert with it held in aggregate 19,873,000 Ordinary Shares
representing approximately 29.99 per cent. of the share capital subject to the
Offer and no rights over Ordinary Shares.
None of the Shares was held by Red Apple itself but they were held by the
parties acting or deemed to be acting in concert with Red Apple as follows:
Name Ordinary Shares
BGO 5,898,000
BIP 13,975,000
Weiss Asset Management, LLC 0
Weiss Capital, LLC 0
Andrew Weiss 0
Red Apple 0
___________
19,873,000
Immediately prior to announcing the Offer, BGO and BIP purchased 1,650,000 and
3,850,000 Ordinary Shares respectively. As a result Red Apple and parties acting
or deemed to be acting in concert with it held an aggregate of 25,373,000
Ordinary Shares representing approximately 38.3 per cent. of the share capital
the subject of the Offer.
None of the Shares was held by Red Apple itself but they were held by the
parties acting or deemed to be acting in concert with Red Apple as follows:
Name Ordinary Shares
BGO 7,548,000
BIP 17,825,000
Weiss Asset Management, LLC 0
Weiss Capital, LLC 0
Andrew Weiss 0
Red Apple 0
___________
25,373,000
For the avoidance of doubt, Red Apple has not received any acceptances of the
Offer from the parties acting or deemed to be acting in concert with Red Apple,
nor have such parties acquired or agreed to acquire any Shares during the Offer
Period.
Red Apple announces that, as at 3.00 p.m. yesterday, it had received valid
acceptances of the Offer in respect of a total of 26,887,375 Ordinary Shares
representing in aggregate approximately 40.58 per cent. of the share capital
which is the subject of the Offer and approximately 40.58 per cent. of the
voting rights in Investec European for the purposes of the acceptance condition
prescribed by Rule 9.3 of the Code.
HOW TO ACCEPT THE OFFER
Ordinary Shareholders who have not yet accepted the Offer who hold Ordinary
Shares in certificated form (i.e. not in CREST) and who wish to do so, should
complete the Form of Acceptance enclosed with the Offer Document as soon as
possible and post or deliver it by hand, together with supporting documents, to
the receiving agents Lloyds TSB Registrars, The Causeway, Worthing, West Sussex
BN99 6DA or by hand only, together with supporting documents, to Lloyds TSB
Registrars, 3rd Floor, Princess House, 1 Suffolk Lane, London EC4R 0AN as soon
as possible. For holders of Ordinary Shares who wish to accept the Offer but
hold such Shares in uncertificated form, acceptance of the Offer should be made
electronically through CREST. Shareholders who have further questions as to how
to complete the Form of Acceptance or who need to obtain a further Form should
contact Lloyds TSB Registrars on 0870 600 0673 or from outside the UK on +44
1903 702 767.
SETTLEMENT OF CONSIDERATION
Consideration under the Offer will be despatched by 5 December 2003 to
Shareholders who have provided valid acceptances under the Offer before 3.00
p.m. on 20 November 2003. Consideration in respect of valid acceptances
received after 20 November 2003 will be despatched to accepting Shareholders
within 14 days of receipt of such acceptances.
The Manager of Red Apple accepts responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Manager of
Red Apple (who has taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities pursuant to the Offer or otherwise. The full
terms and conditions of the Offer (including details of how the Offer may be
accepted) are set out in the Offer Document and (in the case of Shareholders who
hold Shares in certificated form) the Form of Acceptance.
The availability of the Offer to Shareholders who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdictions. Relevant
Shareholders who are not so resident should inform themselves about any legal or
regulatory requirements applicable to those jurisdictions and observe such
applicable requirements. Further information for Overseas Shareholders is
contained in the Offer Document.
Terms defined in the Offer Document dated 30 October 2003 relating to the Offer
bear the same meanings when used in this announcement.
ENQUIRIES:
Red Apple Investments, LLC
Eitan Milgram/Andrew Weiss - + 1 (617) 778 - 7780
(END)
This information is provided by RNS
The company news service from the London Stock Exchange
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