TIDMPAN
RNS Number : 0042S
Belphar Limited
01 November 2013
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 OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE.
For immediate release
1 November 2013
Belphar Ltd ("Belphar")
Response to announcement by Pan European Terminals PLC ("Pan" or
the "Company")
Belphar notes the announcement, released this morning by Pan and
confirms that discussions have taken place with the Board of Pan
("Board"). Belphar is disappointed that these discussions have, to
date, not led to a recommendation. Belphar also confirms that it
has declined to receive any non-public information or undertake any
due diligence on Pan on the basis that this may restrict its
ability to deal in Pan's securities.
Despite the current lack of a recommendation from the Board,
Belphar remains committed to progressing its Possible Offer, at a
price of 22(*) pence per Pan Ordinary Share, which it believes
would represent an attractive opportunity for holders of Pan
Ordinary Shares to monetise, in full and in cash, their
shareholdings at a level in excess of the closing mid-market price
for a Pan Ordinary Share on all save for two trading days out of
the last 22 months (i.e. since the date that Pan's suspension from
trading on AIM was lifted, on 15 December 2011).
The Possible Offer, if made, would represent a premium of
approximately 12.8 per cent. to the mid-market price of a Pan
Ordinary Share on 21 October 2013, being the latest practicable day
prior to Belphar's Possible Offer announcement, and a premium of
approximately 9.7 per cent. to the mid-market VWAP of a Pan
Ordinary Share over the 12 months to 21 October 2013, being the
latest practicable day prior to the Possible Offer
announcement.
All defined terms used in this announcement are as defined in
the Possible Offer announcement of 21 October 2013 unless the
context otherwise requires.
Further announcements will be made as and when appropriate.
- ENDS -
For further information, please visit www.belphar.com or
contact:
Belphar Ltd Tel: +44 (0) 20 3131 0046
Khofiz Shakhidi
Belphar Family Office Tel: +44 (0) 20 3131 0046
Nadeem Rahman
Strand Hanson Limited - Financial Tel: +44 (0) 20 7409 3494
Adviser to Belphar Ltd
Stuart Faulkner
Matthew Chandler
James Dance
Bell Pottinger - Financial PR Tel: +44 (0) 20 7861 3232
Mark Antelme
Henry Lerwill
(*) -Belphar reserves the right to make an offer at any time, at
a value below 22.0 pence for each Pan Ordinary Share, under the
following circumstances:
a) with the agreement and recommendation of the Board; and / or
b) to the extent that Pan declares, makes or pays any dividend
or distribution or other payment to its shareholders; and / or
c) a third party announces a possible or firm intention to make an offer for Pan.
Strand Hanson Limited is authorised and regulated by the
Financial Conduct Authority. Strand Hanson Limited is acting as
financial adviser to Belphar Ltd and no one else in connection with
the contents of this announcement and will not be responsible to
anyone other than Belphar Ltd for providing the protections
afforded to its clients or for providing advice in connection with
the contents of this announcement or any matter referred to
herein.
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The release, distribution
or publication of this announcement in jurisdictions other than the
UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any applicable
requirements.
Disclosure requirements of 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 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% 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 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.
Website disclosure
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on Belphar's website at
www.belphar.com by no later than 12 noon on 4 November 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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