TIDMHSTN TIDMIMPT TIDMARTL
RNS Number : 7091F
Hansteen Holdings plc
19 May 2017
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
INCREASED CASH OFFER
BY HANSTEEN HOLDINGS PLC
FOR
INDUSTRIAL MULTI PROPERTY TRUST PLC
19 May 2017
1. Compulsory acquisition procedure
On 25 April 2017, the board of Hansteen Holdings PLC
("Hansteen") announced that it had increased the price payable in
respect of the recommended cash offer made by Hansteen for the
entire issued and to be issued ordinary share capital of Industrial
Multi Property Trust PLC ("IMPT") to 330p per IMPT Share (the
"Increased Offer").
As at 3:00 p.m. (London time) on 18 May, Hansteen either held,
or had received valid acceptances of its Increased Offer in respect
of a total of 7,727,799 IMPT Shares, representing approximately
91.89 per cent. of the current issued share capital of IMPT. For
the purposes of satisfying the threshold required to implement the
compulsory acquisition procedure, Hansteen holds 90.46 per cent of
the IMPT Shares to which the Offer relates.
In light of the above, Hansteen will commence, on or after 23
June 2017, the procedures available to it under section 154 of the
Isle of Man Companies Act 1931 to compulsorily acquire those IMPT
Shares which it does not already hold or has not already acquired,
contracted to acquire or in respect of which it has not already
received valid acceptances. Notice will be sent to non-accepting
shareholders informing them of the compulsory acquisition of their
shares by Hansteen on or after 23 June 2017.
2. Action to be taken by IMPT Shareholders
IMPT Shareholders who wish to accept the Increased Offer before
the commencement of the compulsory acquisition procedure and have
not yet done so are urged to take the following action:
A. IMPT Shareholders (who have not previously accepted the
Original Offer) now wishing to accept the Increased Offer in
respect of certificated IMPT Shares should complete either: (i) the
Form of Acceptance which accompanied the Original Offer Document;
or (ii) the Revised Form of Acceptance which accompanied the
Increased Offer Document (each as defined in paragraph 7) so as to
be received by no later than 1 pm (London time) on 22 June
2017.
B. IMPT Shareholders (who have not previously accepted the
Original Offer) now wishing to accept the Increased Offer in
respect of uncertificated shares should do so electronically
through CREST so that the TTE instruction settles no later than 1
pm (London time) on 22 June 2017.
Pursuant to the terms of the Original Offer Document, those
shareholders who have previously validly accepted the Original
Offer have been paid an additional amount of 30 pence per IMPT
Share. They therefore need take no further action.
Former IMPT Shareholders who have sold their IMPT Shares outside
of the Original Offer will not be entitled to any further
consideration.
3. Cancellation of trading
IMPT Shareholders approved the ordinary resolution put to them
at the general meeting of IMPT on 11 May 2017 to cancel trading in
IMPT Shares on the Specialist Fund Segment of the London Stock
Exchange's Main Market (the "Cancellation").
The board of directors of IMPT subsequently announced on 11 May
that, given the very significant support for the resolution to
approve the Cancellation, the board of IMPT had instructed that an
application be made to the London Stock Exchange to effect the
Cancellation.
The board of directors of IMPT expect the Cancellation to take
effect from 08.00 a.m. (London time) on 8 June 2017. The
Cancellation will significantly reduce the liquidity and
marketability of any IMPT Shares not assented to the Increased
Offer.
4. Definitions
Unless otherwise stated or set out below, terms used in this
announcement have the same meanings as given to them in the
Original Offer Document.
"Increased Offer Document" means the revised offer document
containing the full terms and conditions of the Increased Offer
published by Hansteen on 28 April 2017;
"Original Offer" means the recommended all cash offer pursuant
to which Hansteen offered to acquire the entire issued ordinary
share capital of IMPT at a price of 300p for each IMPT Share
implemented by way of a takeover offer under Chapter 1 of Part 28
of the Companies Act 2006.
"Original Offer Document" means the offer document containing
the full terms and conditions of the Original Offer published by
Hansteen on 22 February 2017.
"Revised Form of Acceptance" means the forms of acceptance
accompanying the Increased Offer Document.
Enquiries:
Capita Asset Services Tel: +44 (0) 371 664 0321
(Receiving Agent to Hansteen)
Peel Hunt LLP Tel: +44 (0) 20 7418 8900
(Sole Financial Adviser and Broker to Hansteen)
Capel Irwin
James Britton
Tavistock Tel:+44 (0) 20 7920 3150
(PR Adviser to Hansteen)
Jeremy Carey
Calls to Capita Asset Services are charged at the standard
geographic rate and will vary by provider. Different charges may
apply to calls from mobile telephones. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Important notices relating to Hansteen's financial adviser
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Hansteen and no one
else in connection with the Increased Offer and will not be
responsible to anyone other than Hansteen for providing the
protections afforded to its clients or for providing advice in
connection with the matters set out in this announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form any part of, any
offer to sell or subscribe for or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, or the solicitation of an offer to buy securities,
pursuant to the Increased Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities by IMPT or Hansteen
pursuant to the Increased Offer in any jurisdiction in
contravention of applicable laws.
The Increased Offer will be effected solely through the
Increased Offer Document and, in respect of IMPT Shares held in
certificated form, the Revised Form of Acceptance, which will
contain the full terms and conditions of the Increased Offer,
including details of how the Increased Offer may be accepted. Any
decision in respect of, or other response to, the Increased Offer
should be made only on the basis of the information contained in
those documents. IMPT Shareholders are advised to read the formal
documentation in relation to the Increased Offer carefully once it
has been dispatched.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement
in, and the availability of the Increased Offer to persons who are
residents, citizens or nationals of, jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore any such persons should inform
themselves about and observe any applicable legal or regulatory
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. Further details in
relation to overseas shareholders are contained in the Original
Offer Document.
In particular, copies of this announcement and any formal
documentation relating to the Increased Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, any agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Unless otherwise determined by
the offeror or required by the City Code on Takeovers and Mergers
(the "Code"), and permitted by applicable law and regulation, the
Increased Offer is not being, and will not be, made, directly or
indirectly, in or into or from, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Increased Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The receipt of cash pursuant to the Increased Offer by IMPT
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other, tax laws.
Each IMPT Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Increased Offer.
Information relating to IMPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IMPT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IMPT may be provided to Hansteen.
Publication on website
A copy of this announcement will be made available on the
Hansteen website by no later than 12 noon (London time) on the
Business Day following the date of this announcement. For the
avoidance of doubt, neither the content of the websites referred to
in this announcement, nor the content of any website accessible
from hyperlinks on Hansteen's or IMPT's websites (or any other
website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUBWAUPMGWB
(END) Dow Jones Newswires
May 19, 2017 09:41 ET (13:41 GMT)
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