TIDMINRE
RNS Number : 5491F
Palmer Capital Partners Limited
18 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
18 June 2012
RECOMMENDED OFFER
for
Invista Real Estate Investment Management Holdings plc
("Invista")
by
Palmer Capital Investors (India) Limited ("Palmer Capital")
(to be implemented by way of a Scheme of Arrangement under Part
26 of the Companies Act (the "Scheme"))
Palmer Capital today announces that it has received an
irrevocable undertaking from HBOS Insurance & Investment Group
Limited ("HBOS I&IG") in respect of 145,550,000 Ordinary Shares
and 50,000 Preferred Ordinary Shares, representing respectively
approximately 54.5 per cent. of the Ordinary Shares and 100 per
cent. of the Preferred Ordinary Shares, and from The Wellcome Trust
Limited ("Wellcome") in respect of 65,283,016 Ordinary Shares,
representing approximately 24.4 per cent. of the Ordinary Shares,
to vote in favour of the Scheme and the resolutions at the Court
Meeting and the General Meeting in respect of such Invista Shares.
These irrevocable undertakings fall away, inter alia, in the event
of a competing offer for Invista which is 12.5% or more higher than
the Offer.
This takes the aggregate number of shares in respect of which
Palmer Capital has received irrevocable undertakings to 210,833,016
Ordinary Shares and 50,000 Preferred Ordinary Shares representing,
in aggregate, approximately 78.9 per cent. of the Invista
Shares.
The irrevocable undertakings given by HBOS I&IG and Wellcome
on 23 May 2012 in respect of the Internos Offer have fallen away as
a result of the announcement of this Offer.
Copies of the irrevocable undertakings will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Palmer Capital Group's website
(www.palmercapital.com) and Invista's website
(www.invistarealestate.com) by no later than 12 noon (London time)
on 19 June 2012 until the end of the Offer Period.
Enquiries:
Palmer Capital
Alex Price +44 20 7409 5500
Ray Palmer +44 20 7409 5500
Fenchurch Advisory Partners (Financial Adviser to Palmer
Capital)
Richard Locke +44 20 7382 2222
Graham Marchant +44 20 7382 2222
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given in the
joint announcement made by Invista and Palmer Capital on 18 June
2012.
Fenchurch Advisory Partners, which is authorised and regulated
in the UK by the FSA, is acting exclusively for Palmer Capital and
for no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Palmer Capital for
providing the protections afforded to clients of Fenchurch Advisory
Partners nor for providing advice in connection with the Offer or
any matter referred to herein.
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 securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in favour of the Scheme.
This announcement has been prepared for the purpose of complying
with English law and the City 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 United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Palmer Capital or required by the
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
other documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Offer to Invista Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Further details in relation to overseas Invista Shareholders
will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is
proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
'foreign private issuer' as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy and tender offer rules under
the Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK that may not be comparable to the
financial statements of US companies.
If Palmer Capitalexercises its right to implement the Offer by
way of a Takeover Offer, the Offer will be made in compliance with
applicable US laws and regulations, including applicable provisions
of the tender offer rules under the Exchange Act.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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)
the offeree company and (ii) any paper 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 10th 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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) the offeree company and (ii) any
paper 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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 Takeover 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.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.palmercapital.co.uk
and www.invistarealestate.com by no later than 12 noon (London
time) on the Business Day following the date of this
announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Palmer Capital Group's or Invista's website (or any
other website) is incorporated into, or forms part of, this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Fenchurch Advisory Partners Limited, Tower
42, 25 Old Broad Street, London EC2N 1HQ. Invista Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
APPENDIX I IRREVOCABLE UNDERTAKINGS
Invista Shareholders
Palmer Capital has received an irrevocable undertaking to vote
in favour of the Scheme and the resolutions at the Court Meetings
and the General Meeting from HBOS I&IG in respect of
145,550,000 Ordinary Shares and 50,000 Preferred Ordinary Shares,
representing respectively approximately 54.5 per cent. of the
Ordinary Shares and 100 per cent. of the Preferred Ordinary Shares,
and from Wellcome in respect of 65,283,016 Ordinary Shares,
representing approximately 24.4 per cent. of the Ordinary
Shares.
These irrevocable undertakings fall away, inter alia, in the
event of a competing offer for Invista which is 12.5% or more
higher than the Offer. The irrevocable undertakings given by HBOS
I&IG and Wellcome on 23 May 2012 in respect of the Internos
Offer have fallen away as a result of the announcement of this
Offer.
Aggregate irrevocable undertakings
Accordingly, the number of Invista Shares in respect of which
irrevocable undertakings have been received is, in aggregate,
210,833,016, representing approximately 78.9 per cent. of the
issued share capital of Invista.
Details of irrevocable undertakings
The following Invista Shareholders have given irrevocable
undertakings on the terms summarised above:
Ordinary Shares subject to irrevocable undertakings
Name Number of Ordinary Shares % of Ordinary Shares
HBOS I&IG 145,550,000 54.5
Wellcome 65,283,016 24.4
Total 210,883,016 78.9
In addition to the above, HBOS I&IG has given an irrevocable
undertaking in respect of 50,000 Preferred Ordinary Shares,
representing 100 per cent. of the Preferred Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFPMTTMBBBMMT
Invista (LSE:INRE)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Invista (LSE:INRE)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
