TIDMRTY
RNS Number : 3982V
Rutley European Property Limited
09 July 2009
?
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan
9 July 2009
BLACK SEA GLOBAL PROPERTIES LIMITED AND
RUTLEY EUROPEAN PROPERTY LIMITED
REVISED AND RECOMMENDED CASH OFFER
BY
BLACK SEA GLOBAL PROPERTIES LIMITED
FOR
RUTLEY EUROPEAN PROPERTY LIMITED
On 12 June 2009, the board of Black Sea Global Properties Limited ("BSGP")
announced the terms of a cash offer, to be made by BSGP for the whole of the
issued and to be issued redeemable preference share capital of Rutley European
Property Limited ("Rutley") not already owned or otherwise contracted to be
acquired by BSGP. The offer document (the "Offer Document") in relation to such
offer was posted to Rutley Shareholders on 26 June 2009.
The boards of BSGP and Rutley are pleased to announce the terms of an increased,
recommended cash offer (the "Increased Offer").
Highlights of the Increased Offer
* The Increased Offer will be 7.25 pence in cash for each Rutley Share, valuing
the existing issued redeemable preference share capital of Rutley at
approximately GBP15,170,000 and valuing Rutley at an enterprise value of
approximately GBP449,193,000 including net debt of approximately GBP434,023,000
as at 31 December 2008.
The Increased Offer represents a premium of:
(a) 150% to the closing price of 2.9p per Rutley Share on 27
March 2009, being the last dealing
day prior to the
announcement by Rutley that it had received approaches that might or might
not lead to an offer for Rutley;
(b) 142% to the Rutley tender offer price of 3p per Rutley Share
in February 2009; and
(c) 21% to the Original Offer price announced by BSGP for Rutley
announced on 12 June 2009.
*
*
*
*
*
* The directors of Rutley confirm that they are no longer in discussions with any other parties with regard to a potential offer for Rutley. Whilst Rutley has received approaches from other parties the directors of Rutley confirm that to date they have not received any other offers and that whilst other parties have indicated that they remain interested the board of Rutley does not believe that any competing offer will be made and that the offer from Black Sea offers both choice and certainty to Rutley shareholders.The directors of Rutley, who have been so advised by Cenkos, consider the terms of the Increased Offer to be fair and reasonable. In providing its advice, Cenkos has taken into account the commercial assessment of the directors of Rutley. Accordingly, the directors of Rutley intend to recommend unanimously that Rutley Shareholders accept the Increased Offer.Provided that the conditions of the Increased Offer are satisfied, Rutley Shareholders who remain entirely or partially invested will benefit from the support which BSGP intends to provide to Rutley as majority shareholder.BSGP has received letters of intent from each of Universities Superannuation Scheme Limited and State Street Nominees Limited as custodian for Lloyds TSB Pension Fund (No 1) Limited and Lloyds TSB Pension Fund (No 2) Limited to accept or procure acceptance of the Increased Offer in respect of (respectively) 10,000,000, 6,666,667 and 3,333,333 Rutley Shares, representing approximately 9.6 per cent. in aggregate of the issued redeemable preference share capital of Rutley.It is BSGP's intention that in the event that Rutley maintains its listing on the London Stock Exchange following the offer, the current board will remain as directors and will be joined by Mr. Obie Moore, a director of BSGP. Further details about Mr. Obie Moore are set out in the Offer Document.
David Pinckney, Chairman of Rutley, commented:
"The offer from BSGP represents an opportunity for Rutley European shareholders
to realise a cash sum for their holding now, which may not otherwise be
available given the illiquidity of Rutley European's shares. The offer from BSGP
provides liquidity, choice and certainty. Shareholders wanting to exit can do so
whilst others, including myself, may choose to remain invested in the company
with the support of Black Sea Global Properties Limited."
Dinu Patriciu of BSGP commented:
"We are pleased to have secured a recommendation for our offer which is designed
to accommodate those shareholders who are seeking a cash exit as well as those
who wish to remain invested. Assuming we achieve control of Rutley via the
offer, we intend to stabilise the company's financial position and take other
measures to improve the company's performance."
This summary should be read in conjunction with the full text of this
announcement.
Enquiries
+----------------------------------------------+----+----------------------+
| Cenkos Securities plc (Financial Adviser to | | +44 (0) 20 7397 |
| Rutley) | | 1920/1921 |
| Will Rogers | | |
| Dion Di Miceli | | |
+----------------------------------------------+----+----------------------+
| Lazard & Co., Limited (Financial Adviser to | | +44 (0) 20 7187 2000 |
| BSGP) | | |
| Patrick Long | | |
| Michael Bressler | | |
+----------------------------------------------+----+----------------------+
| Oriel Securities Limited (Broker to BSGP) | | +44 (0) 20 7710 7600 |
| Tom Durie | | |
| Sapna Shah | | |
+----------------------------------------------+----+----------------------+
| Financial Dynamics (PR advisor to BSGP) | | +44 (0) 20 7831 3113 |
| Stephanie Highett | | |
| Richard Sunderland | | |
| Rachel Drysdale | | |
+----------------------------------------------+----+----------------------+
Appendix 1 contains the sources and bases of information used in this
announcement. Appendix 2 contains definitions of certain terms used in this
announcement.
Cenkos Securities plc ("Cenkos"), which is regulated by the Financial Services
Authority, is acting for Rutley in connection with the Offer and no-one else and
will not be responsible to anyone other than Rutley for providing the
protections afforded to customers of Cenkos or for providing advice in relation
to the Offer.
Lazard & Co., Limited ("Lazard"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Offer and no-one else and
will not be responsible to anyone other than BSGP for providing the protections
afforded to customers of Lazard or for providing advice in relation to the
Offer.
Oriel Securities Limited ("Oriel"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Offer and no-one else and
will not be responsible to anyone other than BSGP for providing the protections
afforded to customers of Oriel or for providing advice in relation to the Offer.
Forward-looking statements
This document may contain "forward-looking statements" concerning the Rutley
Group and the BSGP Group. Generally, the words "anticipate", "believe",
"estimate", "expect", "forecast", "intend", "may", "plan", "project", "should"
and similar expressions identify forward-looking statements. Such statements
reflect BSGP's current views with respect to future events and are subject to
risks and uncertainties that could cause the 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 BSGP's ability to control or
estimate precisely, such as changes in general economic and business conditions,
changes in currency exchange rates and interest rates, lack of acceptance of new
exchange rates and interest rates, introduction of competing products or
services, lack of acceptance of new products or services, changes in business
strategy and the behaviour of other market participants and therefore undue
reliance should not be placed on such statements. BSGP does not intend or assume
any obligation to update these forward-looking statements other than as required
by law.
Overseas territories
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national state or other securities
exchange of, the United States, Canada, Australia, the Republic of South Africa
or Japan and subject to certain exceptions cannot be accepted by any such use,
means, instrumentality or facility or from within those territories.
Accordingly, copies of this announcement and any related offer documentation are
not being, and must not be, mailed or otherwise distributed or sent in or into
the United States, Canada, Australia, the Republic of South Africa or Japan and
so doing may invalidate a purported acceptance of the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Rutley, all \"dealings" in any "relevant securities" of Rutley
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes or is declared unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Rutley, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Rutley, by BSGP, or by any of its "associates", must be disclosed
by no later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks in this summary of dealing disclosure requirements are
defined in the City Code, which can also be found on the Panel's website. If you
are in any doubt as to whether or not you are required to disclose a "dealing"
under Rule 8, you should consult the Panel.
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan
9 July 2009
BLACK SEA GLOBAL PROPERTIES LIMITED AND
RUTLEY EUROPEAN PROPERTY LIMITED
REVISED AND RECOMMENDED CASH OFFER
BY
BLACK SEA GLOBAL PROPERTIES LIMITED
FOR
RUTLEY EUROPEAN PROPERTY LIMITED
Introduction
On 12 June 2009, the board of Black Sea Global Properties Limited ("BSGP")
announced the terms of a cash offer, to be made by BSGP for the whole of the
issued and to be issued redeemable preference share capital of Rutley European
Property Limited ("Rutley") not already owned or otherwise contracted to be
acquired by BSGP. The offer document (the "Offer Document") in relation to such
offer was posted to Rutley Shareholders on 26 June 2009.
The boards of BSGP and Rutley are pleased to announce the terms of an increased,
recommended cash offer (the "Increased Offer").
The Increased Offer
The Increased Offer, which will be subject to the conditions set out in the
Offer Document, will be made on the following basis:
+------------------------------------+------------------------------------+
| For each Rutley Share | 7.25p in cash |
+------------------------------------+------------------------------------+
The Increased Offer will extend to any Rutley Shares unconditionally allotted or
issued on the date the Increased Offer is made and to any further Rutley Shares
unconditionally allotted or issued while the Increased Offer remains open for
acceptance (or until such earlier date as BSGP may, subject to the provisions of
the City Code, decide).
The Increased Offer represents a premium of:
* 150% to the closing price of 2.9p per Rutley Share on 27 March 2009, being the
last dealing day prior to the announcement by Rutley that it had received
approaches that might or might not lead to an offer for Rutley;
* 142% to the Rutley tender offer price of 3p per Rutley Share in February 2009;
and
* 21% to the Original Offer announced by BSGP for Rutley announced on 12 June
2009.
Recommendation
The directors of Rutley confirm that they are no longer in discussions with any
other parties with regard to a potential offer for Rutley. Whilst Rutley has
received approaches from other parties the directors of Rutley confirm that to
date they have not received any other offers and that whilst other parties have
indicated that they remain interested the board of Rutley does not believe that
any competing offer will be made and that the offer from Black Sea offers both
choice and certainty to Rutley shareholders.
The directors of Rutley, who have been so advised by Cenkos, consider the terms
of the Increased Offer to be fair and reasonable. In providing its advice,
Cenkos has taken into account the commercial assessment of the directors of
Rutley.
Accordingly, the directors of Rutley recommend unanimously that Rutley
Shareholders accept the Increased Offer.
Interests in relevant Rutley securities
BSGP and persons acting in concert with BSGP (including, without limitation, the
directors of BSGP together with their close relatives and related trusts and
other Interested Persons) are interested in, or have a right to subscribe for,
the following relevant Rutley securities:
+--------------+--------------+--------------+--------------+--------------+
| Registered | Owner or | Nature of | Number of | Percentage |
| holder | controller | interest or | relevant | of existing |
| | of interest | right | Rutley | issued |
| | | | Shares | Rutley |
| | | | | Shares |
| | | | | (approx) |
+--------------+--------------+--------------+--------------+--------------+
| Black Sea | Owner | Beneficial | 150,000 | 0.1% |
| Global | | owner | | |
| Properties | | | | |
| Limited | | | | |
+--------------+--------------+--------------+--------------+--------------+
Apart from such holding, as at 8 July 2009, being the last practicable date
prior to this announcement, neither BSGP nor, so far as BSGP is aware, any
person acting in concert with BSGP, had an interest in or right to subscribe for
relevant Rutley securities, or had borrowed or lent, or had any short position
in relation to, relevant Rutley securities, including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant Rutley securities.
Neither BSGP nor, so far as BSGP is aware, any person acting in concert with
BSGP has any arrangement in relation to Rutley Shares, or any securities
convertible or exchangeable into Rutley Shares, or options in respect of, or
derivatives referenced to, Rutley Shares.
Financing of Increased Offer
The Increased Offer will be financed from BSGP's existing cash resources.
Lazard, financial adviser to BSGP, is satisfied that sufficient financial
resources are available to BSGP to satisfy the cash consideration payable to
Rutley Shareholders in the event of full acceptance of the Increased Offer.
Letters of Intent
BSGP has procured letters of intent from certain Rutley Shareholders to accept
the Increased Offer. Such letters of intent are in respect of the following
relevant Rutley securities:
+-------------------+----------------+-------------+--------------+--------------+
| Name of | Name of | Number of | Number of | Percentage |
| registered holder | beneficial | relevant | relevant | of existing |
| | owner | Rutley | Rutley | issued |
| | | securities | securities | Rutley |
| | | | under option | Shares |
| | | | | (approx) |
+-------------------+----------------+-------------+--------------+--------------+
| Universities | Universities | 10,000,000 | nil | 4.8% |
| Superannuation | Superannuation | | | |
| Scheme Limited | Scheme Limited | | | |
+-------------------+----------------+-------------+--------------+--------------+
| State Street | Lloyds TSB | 6,666,667 | nil | 3.2% |
| Nominees Limited | Pension | | | |
| | Fund (No 1) | | | |
| | Limited | | | |
+-------------------+----------------+-------------+--------------+--------------+
| State Street | Lloyds TSB | 3,333,333 | nil | 1.6% |
| Nominees Limited | Pension | | | |
| | Fund (No 2) | | | |
| | Limited | | | |
+-------------------+----------------+-------------+--------------+--------------+
Universities Superannuation Scheme Limited has provided a letter of intent to
accept the offer in relation to half its shareholding.
Inducement Fee Arrangement
On 8 July 2009, BSGP and Rutley entered into an inducement fee agreement
pursuant to which Rutley and BSGP have agreed that Rutley will pay to BSGP a fee
of 1 per cent. of the value of Rutley, calculated by using a price of 7.25 pence
per Rutley Share (inclusive of value added tax, if any, except to the extent
that such value added tax is recoverable by Rutley) if either, before the
Increased Offer lapses or is withdrawn, a Higher Competing Offer, as defined in
the Inducement Fee Agreement, is made or announced and such Higher Competing
Offer becomes or is declared unconditional, or is recommended by the directors
of Rutley, or Rutley is in breach of any of the provisions of the
non-solicitation clause in the Inducement Fee Agreement and the Increased Offer
subsequently lapses or is withdrawn. The board of Rutley and Cenkos consider the
inducement fee and the circumstances in which it may become payable to be in the
best interests of Rutley and Rutley Shareholders.
General
The Increased Offer will be made on substantially the same terms and is subject
to the same conditions as set out in the Offer Document, save in respect of the
increased price to be paid by BSGP for each Rutley Share.
The revised recommended offer document setting out details of the Increased
Offer will be despatched to Rutley Shareholders by BSGP as soon as practicable.
Terms used but not defined in this announcement shall have the meaning given to
them in the announcement of the Original Offer by the board of BSGP on 12 June
2009 or in the Offer Document.
A copy of this announcement has been published on BSGP's website and can be
viewed at
www.bsgproperties.com.
A copy of this announcement has been published on Rutley's website and can be
viewed at
www.rutleyeuropean.com.
Appendix 1
Sources of information and bases of calculations
Unless otherwise stated the value attributed to the existing issued and to be
issued share capital of Rutley is based on the 209,245,575 Rutley Shares being
in issue on 8 July 2009, being the last practicable business day prior to the
release of this announcement.
Appendix 2
Further Definitions
Terms used but not defined in this announcement shall have the meaning given to
them in the announcement of the Offer by the board of BSGP on 12 June 2009 or in
the Offer Document.
The following definitions apply throughout this announcement unless the context
requires otherwise:
"Cenkos" means Cenkos Securities plc.
"Increased Offer" or "Offer" means the revised offer to be made by BSGP to
acquire all of the issued and to be issued Rutley Shares not already owned (or
contracted to be acquired) by BSGP substantially on the terms and subject to the
conditions set out in the Offer Document and the Form of Acceptance (including,
where the context so requires, any subsequent revision, variation, extension or
renewal of such offer).
"Inducement Fee Agreement" means the agreement entered into by Rutley and BSGP
on 8 July relating to, inter alia, the payment of a break fee by Rutley to BSGP
in certain circumstances described in this announcement.
"Original Offer" means the offer made by BSGP to acquire all of the issued and
to be issued Rutley Shares not already owned (or contracted to be acquired) by
BSGP on the terms and subject to the conditions set out in the Offer Document
and the Form of Acceptance announced by BSGP on 12 June 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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