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RNS Number : 4105J
Jupiter Properties 2011 UK Limited
30 June 2011
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
FOR IMMEDIATE RELEASE
30 June 2011
Recommended Cash Offer
by
Jupiter Properties 2011 UK Limited
for
Minerva plc
Posting of Offer Document
Further to the announcement made on 29 June 2011 by the board of
Minerva plc ("Minerva") and a consortium (the "Consortium")
consisting of funds advised by AREA Property Partners (UK) Limited
and a subsidiary of DV4 Limited ("DV4"), which is advised by
Delancey Real Estate Asset Management Limited ("Delancey"), of a
recommended cash offer by the Consortium, through a special purpose
vehicle Jupiter Properties 2011 UK Limited ("Jupiter") for the
entire issued and to be issued share capital of Minerva (the
"Offer"), Minerva and the Consortium hereby announce that the offer
document, dated 30 June 2011 (the "Offer Document") together with
the Form of Acceptance are being posted to Minerva Shareholders
today.
The Offer Document and the Form of Acceptance will be displayed
on the websites of AREA, Delancey and Minerva at
www.areapropertypartners.com, www.minervaplc.co.uk and
www.delancey.com and a copy will also be available for inspection
at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ
and Slaughter and May, One Bunhill Row, London EC1Y 8YY during the
course of the Offer.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 29 July 2011.
Terms defined in the Offer Document have the same meaning as
when used in this announcement.
If you hold Minerva Shares in certificated form, to accept the
Offer you should complete, sign and return the Form of Acceptance
along with your valid share certificate(s) as soon as possible and,
in any event, so as to be received by Capita Registrars by no later
than 1.00 p.m. (London time) on 29 July 2011.
If you hold Minerva Shares in uncertificated form (that is, in
CREST), you should follow the procedure for Electronic Acceptance
through CREST so that the TTE instruction settles as soon as
possible and, in any event, not later than 1.00 p.m. (London time)
on 29 July 2011. If you hold your Minerva Shares as a CREST
sponsored member, you should refer acceptance of the Offer to your
CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Copies of the Offer Document, the Form of Acceptance and the
Form of Proxy are available for inspection and collection (during
normal business hours only) from Capita Registrars Limited,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU.
If the Offer becomes or is declared wholly unconditional, and
sufficient acceptances under the Offer are received, Jupiter
intends to procure that Minerva will make an application for the
cancellation of the listing of Minerva Shares on the Official List
and for the cancellation of trading of the Minerva Shares on the
London Stock Exchange's market for listed securities. In addition,
Minerva Shareholders should note that Minerva may cease to be
eligible for listing if not more than 25 per cent. of Minerva
Shares are in public hands, which for these purposes would exclude
interest in more than 5 per cent.. In this event, Jupiter intends
to request the FSA to cancel Minerva's listing on the basis that
Minerva no longer satisfies all the continuing obligations for
maintaining a listing.
If Jupiter receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Minerva
Shares to which the Offer relates and 90 per cent. or more of the
voting rights attaching to such shares and assuming that all of the
other Conditions of the Offer have been satisfied or waived (if
capable of being waived), Jupiter intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily, on the same terms as the Offer, the
remaining Minerva Shares in respect of which the Offer has not been
accepted.
It is also intended that, following the Offer becoming or being
declared wholly unconditional and the Minerva Shares having been
de-listed, Minerva will be re-registered as a private limited
company. De-listing is likely to significantly reduce the liquidity
and marketability of any Minerva Shares in respect of which the
Offer has not been accepted.
Please carefully read the Offer Document in its entirety before
making a decision with respect to the Offer.
Enquiries
Jupiter
Paul Goswell +44 (0)20 7448 1448
Colin Wagman +44 (0)20 7448 1448
Wilson Lamont +44 (0)20 7259 3000
John Robertson +44 (0)20 7259 3000
N M Rothschild & Sons Limited ("Rothschild") +44 (0)20 7280
5000
(Financial adviser to Jupiter)
Alex Midgen
Richard Blackwell
Ernst & Young LLP ("Ernst & Young") +44 (0)20 7951
2000
(Financial adviser to Jupiter)
Fraser Greenshields
Tim Medak
Mark Harrison
Financial Dynamics +44 (0) 20 7831 3113
(Public Relations Adviser to Jupiter)
Dido Laurimore
Minerva +44 (0)20 7535 1000
Oliver Whitehead (Chairman)
Salmaan Hasan (Chief Executive)
Ivan Ezekiel (Finance Director)
Greenhill & Co. International LLP ("Greenhill") +44 (0)20
7198 7400
(Financial adviser to Minerva)
Brian Cassin
Edward Rowe
Citigroup Global Markets Limited ("Citi") +44 (0)20 7986
0520
(Joint Corporate Broker to Minerva)
Alex Carter
Peel Hunt Limited ("Peel Hunt") +44 (0)20 7418 8900
(Joint Corporate Broker to Minerva)
Capel Irwin
Brunswick +44 (0)20 7404 5959
(Public Relations Adviser to Minerva)
Simon Sporborg
IMPORTANT NOTICES
This announcement 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, otherwise
acquire, subscribe for, sell or otherwise dispose of any security
pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Offer Document and acceptance forms accompanying
the Offer Document, which will contain the full terms and
Conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance or other response to the Offer should be
made only on the basis of the information in such documents.
Greenhill, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Minerva and no one else in connection with the Offer and will
not be responsible to anyone other than Minerva for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Minerva
and no one else in connection with the Offer and will not be
responsible to anyone other than Minerva for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Minerva and no one else in connection with the Offer and will
not be responsible to anyone other than Minerva for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
each of AREA and Jupiter and no one else in connection with the
Offer and will not be responsible to anyone other than AREA and
Jupiter for providing the protections afforded to its clients nor
for providing advice in relation to the Offer or any other matters
referred to in this announcement.
Ernst & Young, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting only
for each of Jupiter and DV4 811 Limited ("DV4 811") and no one else
in connection with the Offer and will not be responsible to anyone
other than Jupiter and DV4 811 for providing the protections
afforded to its clients nor for providing advice in relation to the
Offer or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by the laws and/or regulations of those
jurisdictions and therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
or the United States should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the 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. Persons
receiving such documents (including custodians, nominees and
trustees) should observe these restrictions and should not send or
distribute documents, from or into Restricted Jurisdictions as
doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Minerva Shareholders who are
resident in jurisdictions other than the United Kingdom or the
United States may be restricted by the laws and/or regulations of
those jurisdictions. Any Minerva Shareholders who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom or the United States should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
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 and
regulations of any jurisdiction outside of England.
The receipt of cash pursuant to the Offer by Minerva
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Minerva Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of acceptance
to the Offer.
Publication on websites
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident outside the United Kingdom or the United States, for
inspection on Minerva's website at www.minervaplc.co.uk, AREA's
website at www.areapropertypartners.com and Delancey's website at
www.delancey.com during the course of the Offer.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on the websites of Minerva, AREA or Delancey (or any
other website) is incorporated into, or forms part of, this
announcement.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and Minerva Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Minerva's financial statements, and all
financial information that is included in this announcement or that
may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of the City Code, the Panel,
the London Stock Exchange and the UK Financial Services Authority.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United
States domestic tender offer procedures and law. In the United
States, the Offer will be made solely by Jupiter and not by any of
its financial advisers.
Minerva and Jupiter are both companies incorporated under the
laws of England and Wales. Most of the directors of these companies
are residents of countries other than the United States.
Substantially all of the assets of Minerva and Jupiter are located
outside the United States. As a result, it may not be possible for
Minerva Shareholders in the United States to effect service of
process within the United States upon Minerva or Jupiter or their
respective officers or directors or to enforce against any of them
judgements of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Minerva or Jupiter or their respective
officers or directors in a non-US court for violations of the
United States securities laws. There is also substantial doubt as
to enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of United States courts,
based on the civil liability provisions of United States federal
securities laws.
In accordance with the City Code and normal United Kingdom
market practice and pursuant to Rule 14e-5(b) under the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Jupiter or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to
purchase, Minerva Shares outside the United States, otherwise than
pursuant to the Offer, before or during the period in which the
Offer remains open for acceptance, such as in open market purchases
at prevailing prices or privately negotiated purchases at
negotiated prices. Such purchases, or arrangements to purchase,
will comply with all applicable United Kingdom rules, including the
City Code and the rules of the London Stock Exchange. In addition,
in accordance with the City Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Rothschild and
Ernst & Young will continue to act as exempt principal traders
in Minerva securities on the London Stock Exchange. These purchases
may occur in the open market or as privately negotiated
transactions. Information regarding such purchases and activities
by exempt principal traders which is required to be made public in
the United Kingdom pursuant to the City Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Cautionary Note Regarding Forward-Looking Statements
This announcement, including information included in this
announcement, contains certain "forward-looking statements". These
statements are based on the current expectations of the management
of Minerva and Jupiter (as the case may be) and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements
about the expected effects on Minerva or Jupiter of the Offer, the
expected timing and scope of the Offer, strategic options and all
other statements in this document other than historical facts.
Forward-looking statements include, without limitation, statements
that typically contain words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These forward-looking statements
involve risk and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the companies' ability to control or estimate
precisely, such as, but not limited to, future market conditions,
changes in the regulatory environment and the behaviour of other
market participants. Neither Minerva nor Jupiter can give any
assurance that such forward-looking statements will prove to have
been correct. The reader is cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this document. Neither Minerva nor Jupiter undertakes any
obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City 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 (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 10(th) Business Day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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 (a "Dealing
Disclosure").
Under Rule 8.3(b) of the City 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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