TIDMINRE
RNS Number : 2996G
Invista Real Est Inv. Mgt Hldgs PLC
27 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
Press Release 27 June 2012
RECOMMENDED CASH OFFER
for
Invista Real Estate Investment Management Holdings plc
("Invista")
by
Palmer Capital Investors (India) Limited ("Palmer Capital")
Posting of Scheme Document
On 18 June 2012, the boards of Invista and Palmer Capital
announced that they had reached agreement on the terms of a
recommended cash offer, to be made by Palmer Capital, for the
entire issued and to be issued share capital of Invista for 14.75
pence in cash per Ordinary Share and GBP1.00 in cash per Preferred
Ordinary Share (the "Offer") to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). Unless otherwise defined, all
capitalised terms shall have the meaning given to them in the
Scheme Document (as defined below).
Invista announces that a circular to Shareholders (the "Scheme
Document") will be posted today, 27 June 2012, which contains
further information on the Scheme and convening Court Meetings and
a General Meeting, each of which will be held at the offices of
Canaccord Genuity Hawkpoint Limited at 41 Lothbury, London EC2R 7AE
on Friday, 20 July 2012, to consider and, if thought fit, approve
the Scheme and certain related matters. Participants in the Invista
Employee Share Schemes will also be sent further details of the
action that they need to take in relation to the Offer.
The First Court Meeting will start at 10.00 a.m., the Second
Court Meeting at 10.15 a.m. (or as soon thereafter as the First
Court Meeting has been concluded or adjourned) and the General
Meeting at 10.30 a.m. (or as soon thereafter as the Second Court
Meeting has been concluded or adjourned).
The Scheme Document will be made available to view on Invista's
website at http://www.invistarealestate.com/palmer-offer.php and on
Palmer Capital's website at http://www.palmercapital.co.uk, and may
be viewed free of charge (subject to any applicable restrictions in
your jurisdiction).
Full details of the Scheme, the Court Meetings and the General
Meeting are set out in the Scheme Document. The Scheme Document
also contains information on both Invista and Palmer Capital and
the terms and conditions of the Offer. The Scheme Document also
contains an expected timetable of principal events relating to the
Scheme, a copy of which is set out in the appendix to this
announcement. As set out in that timetable, it is currently
expected that the Scheme will become effective on 10 August 2012.
However, the dates in the timetable are indicative only and will
depend, among other things, on the date on which the Court
sanctions the Scheme and confirms the associated Capital Reduction,
and also when relevant consents from the Financial Services
Authority and the Guernsey Financial Services Commission are
obtained. If any of the expected dates set out in the timetable
change, Invista will give notice of the change by issuing an
announcement to an RIS.
For further information:
Invista
Douglas Ferrans +44 20 7397 3784
Guy Eastaugh +44 20 7397 3772
Canaccord Genuity Hawkpoint Limited
(Financial Adviser and Rule 3 Adviser
to Invista)
Charles Williams +44 207 665 4500
Edward Arkus +44 207 665 4500
Canaccord Genuity Limited (Corporate Broker
to Invista)
Roger Lambert +44 20 7523 8350
Bruce Garrow +44 20 7523 8350
FTI Consulting (Public relations adviser
to Invista)
Ed Gascoigne-Pees +44 20 7269 7132
Notes to editors
The Invista Group manages investments in commercial property
assets in the UK, Europe and Asia, and had a total of GBP749
million of assets under management as at 31 December 2011,
including co-investments in funds to which members of the Invista
Group also provide investment management services. As at 31 May
2012, Invista had assets under management of GBP184 million and had
cash balances of GBP31.1m.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given in the
Scheme Document.
Canaccord Genuity Hawkpoint Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Invista and is acting
for no one else in connection with the Offer and will not be
responsible to anyone other than Invista for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint
Limited nor for providing advice in connection with the Offer or
any other matter referred to herein.
Fenchurch Advisory Partners, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively as financial adviser to Palmer Capital and no
one else in connection with the Offer and will not be responsible
to anyone other than Palmer Capital for providing the protections
afforded to customers of Fenchurch Advisory Partners nor for
providing advice in relation to the Offer or any other matter
referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Canaccord Genuity Hawkpoint during business hours on 020
7665 4500 or by submitting a request in writing to Canaccord
Genuity Hawkpoint at 41 Lothbury, London, EC2R 7AE. It is important
that you note that, unless you make such a request, a hard copy of
this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which will together contain the
full terms and conditions of the Offer, including details of how to
accept the Offer. Any response in relation to the Offer should be
made only on the basis of the information contained in the Scheme
Document or any document by which the Offer is made.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
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 England. 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.
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.
Forward Looking Statements
This announcement, any oral statements made by Palmer Capital
Group Members or Invista in relation to the Offer, and other
information published by Palmer Capital Group Members or Invista
may contain statements about Palmer Capital Group Members and
Invista that are or may be forward-looking statements. All
statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance, or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) the expected timetable
for implementing the Offer, future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Palmer Capital Group Members' or Invista's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Palmer Capital Group Members' or
Invista's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements. Palmer Capital, the other Palmer
Capital Group Members and Invista disclaim any obligation to update
any forward-looking or other statements contained herein, except as
required by applicable law.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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 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.
Appendix
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and date
2012
Latest time for lodging Forms of Proxy
for the:
First Court Meeting (WHITE Form of Proxy) 10.00 a.m. on 18
July (1)
cond Court Meeting (YELLOW Form of Proxy) 10.15 a.m. on 18
July (2)
General Meeting (BLUE Form of Proxy) 10.30 a.m. on 18
July (3)
Voting Record Time 6.00 p.m. on 18 July
(4)
First Court Meeting 10.00 a.m. on 20
July
Second Court Meeting 10.15 a.m. on 20
July (5)
General Meeting 10.30 a.m. on 20
July (6)
The following dates are subject to change
(please see note (7) below):
Scheme Court Hearing 7 August (7)
Last day of dealings in, and for registration 8 August (7)
of transfer of, and disablement in CREST
of, Ordinary Shares
Scheme Record Time 6.00 p.m. on 8 August
(7)
Dealings in Ordinary Shares suspended on 7.30 a.m. on 9 August
AIM (7)
Capital Reduction Court Hearing 9 August (7)
Effective Date 10 August (7)
Cancellation of admission to trading of 7.00 a.m. on 13 August
Ordinary Shares on AIM (7)
Latest date for despatch of cheques and 24 August (7)
settlement through CREST or through Invista
Long Stop Date 5 November
1 It is requested that the WHITE Form of Proxy for the First
Court Meeting be lodged before 10.00 a.m. on 18 July 2012.
WHITE
Forms of Proxy not so lodged may be handed to the Chairman of
the First Court Meeting before the taking of the poll at the
First
Court Meeting.
2 It is requested that the YELLOW Form of Proxy for the Second
Court Meeting be lodged before 10.15 a.m. on 18 July 2012.
YELLOW Forms of Proxy not so lodged may be handed to the
Chairman of the Second Court Meeting before the taking of the
poll at the Second Court Meeting.
3 The BLUE Form of Proxy for the General Meeting must be lodged
before 10.30 a.m. on 18 July 2012 in order for it to be valid,
or, if the General Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting.
The BLUE Form of Proxy cannot be handed to the Chairman of the
General Meeting at that meeting.
4 If either of the Court Meetings or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will
be
6.00 p.m. on the day which is two days before the adjourned
meeting.
5 Or as soon thereafter as the First Court Meeting shall have been concluded or adjourned.
6 Or as soon thereafter as the Second Court Meeting shall have been concluded or adjourned.
7 These times and dates are indicative only and will depend,
among other things, on the date on which the conditions are
either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the
associated
Capital Reduction. It will also depend on when the Court Orders
sanctioning the Scheme and confirming the Capital Reduction
and, in relation to the Capital Reduction, the statement of
capital are delivered to the Registrar of Companies. Invista will
give
notice of any change(s) by issuing an announcement through an
RIS and, if required by the Panel, post notice of any change(s)
to Invista Shareholders and, for information only, to
participants in the Invista Employee Share Schemes and the Invista
SIP.
All references in this document to times are to times in London
(unless otherwise stated).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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