BAE Beale

 
TIDMBAE 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
7 April 2015 
 
                            RECOMMENDED CASH OFFER 
 
                                      FOR 
 
                             BEALE PLC ("Beales") 
 
                                      BY 
 
               ENGLISH ROSE ENTERPRISES LIMITED ("English Rose") 
 
                     OFFER CLOSED AND LEVEL OF ACCEPTANCES 
 
Summary 
 
On 19 January 2015, the boards of Beales and English Rose, a company controlled 
by Andrew Perloff and his family trusts, announced that they had reached 
agreement on the terms of a recommended cash offer to be made by English Rose 
for the entire issued and to be issued share capital of Beales (the "Offer"). 
The full terms of, and conditions to, the Offer together with the procedures 
for acceptance were set out in the Offer Document posted to Beales Shareholders 
on 29 January 2015. 
 
The Offer was declared unconditional in all respects on 20 February 2015 
following the revised acceptance condition of not less than 50 per cent. in 
nominal value of Beales Shares being met. Subsequently, on 5 March 2015, Beale 
applied to the UK Listing Authority and to the London Stock Exchange for the 
cancellation of the admission of the Beales Shares to listing on the Official 
List and to trading on the London Stock Exchange's main market for listed 
securities. The cancellation took effect at 8.00 a.m. today. 
 
In the Notice of Annual General Meeting of Beales to be held on 23 April 2015 a 
special resolution has been included that, subject to shareholder approval, 
Beales re-registers from being a public limited company to being a private 
limited company under the relevant provisions of the Companies Act. 
 
The Offer has now closed and is no longer capable of acceptance. 
 
Level of acceptances 
 
As at 1.00 p.m. (London time) on 2 April 2015, valid acceptances of the Offer 
had been received in respect of 19,101,529 Beales Shares (representing 
approximately 83.76 per cent of the issued ordinary share capital of Beales), 
which English Rose may count towards the satisfaction of the acceptance 
condition to the Offer. 
 
In addition, as announced on 11 March 2015, following the conversion by 
Portnard Limited of a portion of its holding of 7,000,000 Convertible 
Preference Shares, Portnard Limited, the holding company of English Rose, holds 
2,277,999 Beales Shares, representing 9.99 per cent. of the issued Beales 
Shares. Portnard Limited has now accepted the Offer in respect of 2,050,427 of 
such Beales Shares, which have been included in the valid acceptances of the 
Offer received as at 1.00 p.m. (London time) on 2 April 2015. 
 
Prior to making the Offer, English Rose obtained irrevocable undertakings to 
accept the Offer from the Concert Party in respect of 6,100,000 Beales Shares, 
representing, in aggregate, approximately 29.72 per cent. of Beales' issued 
ordinary share capital and irrevocable undertakings to accept the Offer from 
certain other Beales Shareholders (including from the Beales Directors who hold 
interests in Beales Shares) in respect of 839,140 Beales Shares, representing, 
in aggregate, approximately 4.09 per cent. of the issued ordinary share capital 
of Beales. As at 1.00 p.m. (London time) on 2 April 2015, valid acceptances had 
been received in respect of all Beales Shares subject to irrevocable 
undertakings. 
 
The percentages of Beales Shares referred to in this announcement are based 
upon a figure of 22, 802,796 Beales Shares in issue at 1.00 p.m. (London time) 
on 2 April 2015. 
 
Settlement of consideration 
 
The consideration to which any Beales Shareholder is entitled under the Offer 
will be settled within 14 days of receipt of a valid Form of Acceptance in the 
manner described in the Offer Document. 
 
Further information 
 
Save for the interests disclosed in this announcement and the valid acceptances 
which have been received, as at 1.00 p.m. (London time) on 2 April 2015, being 
the last practicable date prior to the date of this announcement, neither 
English Rose nor any of the directors of English Rose nor (as far as English 
Rose is aware) any person acting in concert with English Rose, is interested 
in, or has any rights to subscribe for any relevant securities of Beales, or 
has any short position (whether conditional or absolute and whether in the 
money or otherwise), including any short position under a derivative or any 
arrangement in relation to any relevant securities of Beales. For these 
purposes, "arrangement" includes any agreement to sell or any delivery 
obligation or right to require another person to purchase or take delivery of 
any relevant securities of Beales and any borrowing or lending of any relevant 
securities of Beales which have not been on-lent or sold and any outstanding 
irrevocable commitment or letter of intent with respect to any relevant 
securities of Beales. 
 
Capitalised terms used in this announcement have the meanings ascribed to them 
in the Offer Document dated 29 January 2015. 
 
Hard copies of the Offer Document and the Form of Acceptance are available 
(during normal business hours) by writing to Sanlam Securities UK Limited, 10 
King William Street, London EC4N 7TW or request by telephone on +44 (0)20 7628 
2200. If requested, copies will be provided within two Business Days of such 
request. 
 
In accordance with Rule 26.1 of the City Code, a copy of this announcement will 
be made available, subject to certain restrictions relating to persons resident 
in any Restricted Jurisdiction, on the websites of English Rose's parent at 
www.portnard.com and Beales at www.beales.com until the end of the Offer. For 
the avoidance of doubt, the contents of the websites referred to above are not 
incorporated into and do not form part of this announcement. 
 
English Rose Enterprises Limited 
 
Andrew Perloff/Simon Peters Tel. no.: 01707 667 300 
 
Sanlam Securities UK Limited (Financial adviser to English Rose) 
 
David Worlidge/Simon Clements Tel. no.: 020 7628 2200 
 
This announcement is for informational purposes only and is not intended to and 
does not constitute or form part of any offer or invitation to sell or purchase 
any securities or the solicitation of an offer to purchase, acquire, subscribe 
for, sell or otherwise dispose of any securities, pursuant to the Offer or 
otherwise, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in or into any jurisdiction in contravention 
of any applicable law. The Offer has been made solely by means of the Offer 
Document (together with, in the case of Beales Shares 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. Beales Shareholders should 
carefully read the Offer Document (and, if they hold their Beales Shares in 
certificated form, the Form of Acceptance) in its entirety before making a 
decision with respect to the Offer. 
 
Sanlam Securities, which is authorised and regulated in the United Kingdom by 
the Financial Conduct Authority, is acting exclusively for English Rose and 
no-one else in relation to the Offer and will not be responsible to anyone 
other than English Rose for providing the protections afforded to the customers 
of Sanlam Securities or for providing advice in relation to the Offer or in 
relation to the contents of this announcement or any transaction or arrangement 
referred to herein, save as imposed by the Financial Services and Markets Act 
2000 or the regulatory regime established thereunder. 
 
To the extent permitted by applicable law, in accordance with, and to the 
extent permitted by, the Code and normal UK market practice, English Rose or 
its nominees or brokers (acting as agents) or their respective affiliates may 
from time to time make certain purchases of, or arrangements to purchase, 
Beales Shares, other than pursuant to the Offer, before or during the period in 
which the Offer remains open for acceptance. These purchases may occur either 
in the open market at prevailing prices or in private transactions at 
negotiated prices. Such purchases, or arrangements to purchase, will comply 
with all applicable UK rules, including the Code and the rules of the London 
Stock Exchange to the extent applicable. In addition, in accordance with, and 
to the extent permitted by, the Code and normal UK market practice, Sanlam 
Securities and its affiliates may engage in purchasing activities consistent 
with their respective normal and usual practice and applicable law. Any 
information about such purchases will be disclosed on a next day basis to the 
Panel and will be available from any Regulatory Information Service, including 
the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com. 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
 
The availability of the Offer to Beales Shareholders who are not resident in 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are located or of which they are citizens. Such persons should 
inform themselves of, and observe, any applicable legal or regulatory 
requirements of those jurisdictions. 
 
The Offer is not intended to be made, directly or indirectly, in, into or from 
any Restricted Jurisdiction and the Offer will not be capable of acceptance 
from or within any Restricted Jurisdiction. Accordingly, 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 this announcement (including custodians, 
nominees and trustees) must not mail or otherwise distribute or send it in, 
into or from any Restricted Jurisdiction, as doing so may invalidate any 
purported acceptance of the Offer. Further details in relation to overseas 
Beales Shareholders are contained in the Offer Document. 
 
This announcement has been prepared for the purpose of complying with English 
law and the 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 of jurisdictions outside the UK. 
 
Rounding 
 
Certain figures included in this Announcement have been subjected to rounding 
adjustments. Accordingly, figures shown for the same category presented in 
different tables in the Offer Document may vary slightly and figures shown as 
totals in certain tables in the Offer Document may not be an arithmetic 
aggregation of the figures that precede them. 
 
 
 
END 
 

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