TIDMSGL
RNS Number : 2406Q
Summit Germany Limited
07 April 2009
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
CANADA, JAPAN
OR AUSTRALIA OR ANY OTHER RESTRICTED JURISDICTION
7 April 2009
RECOMMENDED CASH OFFER
by
UNIFINTER ADMINISTRATIEKANTOOR B.V.
for the entire issued share capital of
SUMMIT GERMANY LIMITED
Summary
* Unifinter Administratiekantoor B.V. (the Offeror) and the independent board of
Summit Germany Limited (Summit or the Company) announce that they have reached
agreement on the terms of a recommended cash offer to be made by the Offeror for
the entire issued share capital of Summit not already owned by the Offeror (the
Offer).
* The Offer at 21 cents in cash for each of the Company's ordinary shares (Summit
Shares) values the whole of the issued ordinary share capital of Summit at
EUR57,750,000.
* The Offer gives shareholders who wish to sell their Summit Shares the
opportunity to do so for a price which represents a substantial premium of
approximately 71.4 per cent. to the Closing Price of 12.25 cents per Summit
Share on 6 April 2009 (being the last dealing day before this announcement).
* The Company announced its annual results for the year ended 31 December 2008
today, in which it declared an interim dividend of 1 cent per Summit Share. The
dividend will be paid on 24 April 2009 to Shareholders who are registered as
members of Summit on 17 April 2009 and such Shareholders that accept the Offer
will be entitled to retain the dividend declared today. Summit Shares will
trade on a cum-dividend basis from the date of this announcement until 15 April
2009, which is the ex-dividend date.
* The Offeror is a non-trading special purpose vehicle which is wholly owned by
Summit Real Estate Holdings Limited (Summit Real Estate), a Tel Aviv listed real
estate company. Zohar Levy, a director of Summit, is the Chairman and
controlling shareholder of Summit Real Estate as well as being the owner of the
Asset Manager. Accordingly, Zohar Levy is not deemed to be independent for the
purposes of the Offer and has not voted on the resolution of the Board to
recommend the Offer or taken part in the Independent Directors' consideration of
the Offer.
* The Independent Directors intend unanimously to recommend that those
Shareholders who wish to receive cash now for their investment in the Company
accept the Offer. However, the Independent Directors believe in the long term
prospects of Summit and do not intend to accept the Offer in respect of their
own Summit Shares which represent, in aggregate, 0.19 per cent. of the current
issued share capital.
Commenting on the Offer, John Lamb, Chairman of Summit, stated that:
"I believe in Summit's long term prospects but given the current economic
outlook there is unlikely to be any significant improvement in the Company's
financial position in the near term. Therefore, the offer gives those
shareholders who wish to liquidate their investment in Summit the opportunity to
do so now at a substantial premium to the current share price."
Zohar Levy, the Chairman of Summit Real Estate, commented:
"I believe that our offer, which reflects a premium of 71.4% on the closing
price immediately prior to the making of the offer, strikes a fair balance
between Summit Germany's upside potential on the one hand and the uncertainties
posed by current economic conditions, particularly in the German real estate
sector, on the other hand."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement. Appendix 1 to this announcement sets out the
conditions and further terms of the Offer, which will be set out in full in the
Offer Document and the Form of Acceptance that will be sent to Shareholders
shortly. Appendix 2 to this announcement contains the definitions of certain
expressions used in this summary and in this announcement. Appendix 3 to this
announcement contains the sources and bases of information used in this
announcement.
In this announcement all references to: (a) "euro", "EUR" or "cents" are to the
lawful currency of the participating member states in the Third Stage of
European Economic and Monetary Union of the Treaty Establishing the European
Community, as amended by the Treaty on European Union; and (b) "NIS" is to the
lawful currency of Israel.
Enquiries:
OfferorTelephone:+972-54-7709170
Zohar Levy
Summit Telephone:+44 (0)7802 440 714
John Lamb
Fairfax I.S. PLC (financial adviser to Summit)
Telephone:+44 (0)20 7598 5368
Jeremy Porter
City Profile (public relations adviser to Summit) Telephone:+44 (0)20 7448
3244
Jonathan Gillen / William Atwell
This announcement is not intended to be and does not constitute, or form any
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in or into any jurisdiction in
contravention of any applicable law. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Summit Shares, the Form of
Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis
of information contained in or referred to in the Offer Document which the
Offeror intends to despatch shortly to Shareholders.
Unless otherwise determined by Offeror, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, email, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national state or other
securities exchange of, Canada, Australia or Japan or any other Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
instrumentality or facility or from within those jurisdictions. Accordingly,
copies of this announcement and formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, transmitted, distributed, sent or accessed in or into or from Canada,
Australia or Japan or any other Restricted Jurisdiction where to do so would
breach the laws of the relevant jurisdiction. Persons receiving this
announcement (including without limitation custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise forward,
transmit, distribute or send it in or into or from Canada, Australia or Japan or
any other Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Such persons should inform themselves
of, and observe any, applicable legal or regulatory requirements of their
jurisdictions. The Offer in the United States is being made pursuant to an
exemption from certain US tender offer rules provided by Rule 14d-1(c) under the
Securities Exchange Act 1934, as amended (Exchange Act). The Offeror may, in
connection with applicable law, including applicable exemptions from Rule 14e-5
under the Exchange Act, make certain purchases of Summit Shares in the market or
otherwise during the period in which the Offer remains open. Such purchases will
be announced on a next-day basis to a Regulatory Information Service and the
Panel and the information about such purchases will be publicly available on the
Regulatory Information Service of the London Stock Exchange which can be
accessed on the London Stock Exchange's website: www.londonstockexchange.com.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
Fairfax, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Summit and no-one else
in connection with the Offer and will not be responsible to anyone other than
Summit for providing the protections afforded to clients of Fairfax or for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
The manager of the Offeror accepts responsibility for the information contained
in this announcement, other than the information in paragraphs 2, 3, 6, 7, 8 and
16 relating to Summit and in paragraph 5 relating to Summit Real Estate.To the
best of the knowledge and belief of the manager of the Offeror (which has taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which it accepts responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of Summit Real Estate accept responsibility for the information
contained in this announcement, other than the information in paragraphs 2, 3,
6, 7, 8 and 16 relating to Summit.To the best of the knowledge and belief of the
directors of Summit Real Estate (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Summit accept responsibility for the information contained in
this announcement in paragraphs 2, 3, 6, 7, 8 and 16 relating to Summit. To the
best of the knowledge and belief of the directors of Summit (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Forward-Looking Statements
This announcement contains a number of "forward-looking statements" relating to
the Offeror and Summit and the business sectors in which they operate.
Generally, the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "forecast", "plan" and "project" or similar
expressions identify forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the relevant company's ability to control or estimate precisely,
such as future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack of acceptance
of new products or services and the behaviour of other market participants.
Although the expectations reflected in such forward-looking statements
considered are reasonable, there can be no assurance that such expectations will
prove to have been correct. You should not, therefore, place undue reliance on
these forward-looking statements, which speak only as of the date of this
announcement.
Disclosure in accordance with Rule 2.10 of the Code
In accordance with Rule 2.10 of the Code, Summit confirms that its current
issued share capital at the close of business on 6 April 2009 consists of
275,000,000 Summit Shares. The International Securities Identification Number
for Summit Shares is GB00B126Y55.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in, one per cent or more of any class of
"relevant securities" of Summit, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by not
later than 3.30 p.m. (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 or
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
Summit, they will be deemed to be a single person for the purpose of Rule 8.3 of
the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Summit by the Offeror or Summit, or by any of their respective
"associates" must also be disclosed by no later than 12 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 such securities in
issue, can be found on the 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 are defined in the 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, please consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20
7638 0129; fax number +44(0)20 7236 7013.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
CANADA, JAPAN OR
AUSTRALIA OR ANY OTHER RESTRICTED JURISDICTION
7 April 2009
RECOMMENDED CASH OFFER
by
UNIFINTER ADMINISTRATIEKANTOOR B.V.
for the entire issued share capital of
SUMMIT GERMANY LIMITED
1 Introduction
Unifinter Administratiekantoor B.V. (the Offeror) and the independent board
of Summit Germany Limited (the Company or Summit) announce that they have
reached agreement on the terms of a recommended cash offer to be made by the
Offeror for the entire issued share capital of Summit not already owned by the
Offeror (the Offer). The Offeror is a non-trading special purpose vehicle which
is wholly owned by Summit Real Estate Holdings Limited (Summit Real Estate), a
Tel Aviv listed real estate company. Zohar Levy, a director of Summit, is the
Chairman and controlling shareholder of Summit Real Estate as well as being the
owner of the Asset Manager.
2 The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix 1 to this announcement and the conditions and further terms to be set
out in full in the Offer Document and the Form of Acceptance, will be made on
the following basis:
for each Summit Share 21 cents in cash
The Offer values the Company's entire existing issued ordinary share capital at
EUR57,750,000.
The Offer represents a premium of approximately 71.4 per cent. to the Closing
Price of 12.25 cents per Summit Share on 6 April 2009 (being the last dealing
day before this announcement).
The Company announced its annual results for the year ended 31 December
2008 today, in which it declared an interim dividend of 1 cent per Summit Share.
The dividend will be paid on 24 April 2009 to Shareholders who are registered as
members of Summit on 17 April 2009 and such Shareholders that accept the Offer
will be entitled to retain the dividend declared today. Summit Shares will
trade on a cum-dividend basis from the date of this announcement until 15 April
2009, which is the ex-dividend date. Summit Shares will be acquired under the
Offer fully paid with full title guarantee and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other third-party
interests and together with all rights now and hereafter attaching to them,
including the right to receive all dividends and other distributions (if any)
declared, made or paid after the date of this announcement.
The Offer will extend, subject to the conditions and further terms set out in
Appendix 1, to any new Summit Shares unconditionally allotted or issued on or
after the date the Offer was made and to any further Summit Shares
unconditionally allotted or issued while the Offer remains open for acceptance
(or such earlier date as the Offeror may, subject to the Code, decide).
3 Background to and reasons for the Offer
The Offeror is a non-trading special purpose vehicle, which is wholly owned by
Summit Real Estate. Summit Real Estate is a Tel Aviv listed real estate company
which is controlled by Zohar Levy, who is a director of Summit and the owner of
the Asset Manager. In addition, the Company's property portfolio was built up
by Summit Real Estate and the Asset Manager under the leadership of Zohar Levy.
The recent economic downturn and market conditions have caused Summit to
experience a substantial decrease in the value of its leveraged property
portfolio by EUR105 million for the year to 31 December 2008. Consequently, the
NAV per Summit Share decreased by 44 per cent. to 64.5 cents over the same
period. Further decreases in Summit Group's leveraged property portfolio
valuations will have a further impact on the NAV per Summit Share.
As a consequence of pressure on property capital valuations, Summit Group has
announced that it is close to the upper limit on the majority of the loan to
value covenants in its debt facilities and, in particular, Summit has been
notified that a number of its subsidiaries were in breach of such a covenant
under a particular loan facility. Whilst the Board believes that Summit has a
good portfolio of assets, which are income producing, further falls in its asset
values are likely to put Summit Group in breach of other loan to asset value
covenants.
The ability of Summit Group to continue its business in the long term will be
dependent on its negotiations with its lenders and, given the current economic
outlook and trends in the German real estate sector, the Independent Directors
believe that any significant improvement in Summit Group's financial position is
unlikely to occur in the near term. As at 31 December 2008, Summit has
approximately EUR45 million of cash, with its leveraged subsidiaries holding a
further approximately EUR29 million of cash. Increased pressure from lenders or
revised lending arrangements may negatively impact Summit Group's cash resources
and cash flows.
Notwithstanding the above, Zohar Levy and the Independent Directors believe in
Summit Group's long term prospects and strategy. However, they recognise that a
number of investors may not share this view and may wish to realise their
investment in Summit Shares for cash. The Offer therefore gives Shareholders who
wish to liquidate their investment in Summit the opportunity to do so now at a
price which incorporates a substantial premium of approximately 71.4 per cent.
to the Closing Price of 12.25 cents per Summit Share on 6 April 2009 (being the
last dealing day before this announcement).
4 Information on Offeror
The Offeror is a non-trading special purpose company incorporated in the
Netherlands. It is wholly-owned by Summit Real Estate. The Offeror's only
activity and major asset is the holding of 82,452,549 shares in the Company,
representing 29.98 per cent. of the Company's entire existing issued share
capital.
5 Information on Summit Real Estate
Summit Real Estate is a public company which was incorporated in Israel in 1965.
Its shares have been listed on the Tel Aviv Stock Exchange since 1998. It is
concerned with real estate with its primary emphasis being on the purchase and
operation of office buildings and commercial assets in Israel, which are leased
to numerous commercial and industrial tenants.
Summit Real Estate is controlled by Zohar Levy, who is also the Chairman of its
board. The Offeror is a wholly owned subsidiary of Summit Real Estate.
For the year ended 31 December 2008, Summit Real Estate had a turnover of
approximately NIS 26,191,000 (2007: NIS 125,655,000; 2006: NIS 95,094,000) and
its net profit/loss amounted to approximately NIS (92,713,000) (2007: NIS
67,884,000; 2006: NIS 77,817,000). As at 31 December 2008, Summit Real Estate
had shareholders' equity of NIS 142,838,000 (2007: NIS 276,632,000; 2006: NIS
200,551,000).
6 Information on Summit
Summit is an authorised closed ended investment company incorporated in Guernsey
on 12 April 2006, and its shares have been admitted to trading on AIM since 25
May 2006. It is a property fund which specialises in investments in German
commercial real estate. It invests primarily in office, industrial and other
commercial properties throughout Germany, which provide income by way of
lettings to commercial, governmental/public sector and industrial tenants.
Summit's principal objective is to invest in a real estate portfolio capable of
providing attractive and secure dividend payments, with the potential of
achieving growth in both rental and capital value. Summit intends to grow its
portfolio of properties and generally seeks to invest in properties with
relatively low capital values, high-quality tenants and relatively long leases.
Summit does not acquire properties for speculative purposes.
Summit seeks to enhance rental and capital growth by engaging the expertise of
the Asset Manager which actively manages its property portfolio pursuant to a
long term Portfolio Management Agreement. The Asset Manager does this through
making improvements to the properties, leases and occupancies and by leveraging
existing tenant relationships when new leases are negotiated.
For the year ended 31 December 2008, Summit had a rental income of approximately
EUR66,400,000 (2007: EUR39,512,000; 2006: EUR12,542,000) and its net profit/loss
amounted to approximately (EUR95,181,000) (2007: EUR5,842,000; 2006: EUR20,531,000).
As at 31 December 2008, Summit had an NAV per Summit Share of approximately
EUR0.645 (2007: EUR1.153; 2006: EUR1.082).
7 Asset Manager
The Asset Manager has confirmed to Summit in writing that it will not exercise
its right to terminate the Portfolio Management Agreement if there is a Change
of Control of the Company by the Offeror during the Offer Period or pursuant to
the Offer becoming wholly unconditional. The waiver by the Asset Manager
applies only in the circumstances of an offer made by the Offeror and does not
apply otherwise.
If the Asset Manager's right to terminate as a result of a Change of Control of
the Company was exercised, there would be adverse financial consequences for
Summit.
8 Recommendation
Having evaluated various factors relevant to the Offer and considered the
inherent uncertainties in the near future for Summit (as described above in the
section "Background to and reasons for the Offer"), the Independent Directors
recognise that the Offer represents an opportunity for Shareholders to realise
their investment in Summit now for cash at a substantial premium of
approximately 71.4 per cent. to the Closing Price of 12.25 cents per Summit
Share on 6 April 2009 (being the last dealing day before this announcement),
which could be attractive to many Shareholders.
Accordingly, the Independent Directors, who have been so advised by Fairfax,
consider the terms of the Offer to be fair and reasonable for those Shareholders
who wish to receive cash now for their investment in Summit and the Independent
Directors intend to unanimously recommend that such Shareholders accept the
Offer. In providing their advice, Fairfax has taken into account the commercial
assessments of the Independent Directors.
However, the Independent Directors believe in the long term prospects of Summit
as described above in the section "Background to and reasons for the Offer" and
do not intend to accept the Offer in respect of their own Summit Shares which
represent, in aggregate, 0.19 per cent. of the current issued share capital. In
making their decision, the Independent Directors recognise that the liquidity of
their shareholding may be affected, particularly if the Company does not
maintain its listing on AIM, as explained in paragraph 13 below. Other
Shareholders should also be aware that if they do not accept the Offer to sell
their Summit Shares, their investment in Summit could prove to be difficult to
realise if liquidity in Summit Shares is greatly reduced, particularly if the
Company does not maintain its listing on AIM, as explained in paragraph 13
below. Save as disclosed in this announcement, there are no arrangements in
existence between the Offeror and the Independent Directors.
Zohar Levy, a director of Summit, is the Chairman and controlling shareholder of
Summit Real Estate as well as being the owner and a director of the Asset
Manager. Accordingly, Zohar Levy is not deemed to be independent for the
purposes of the Offer and has not voted on the resolution of the Board to
recommend the Offer or taken part in the Independent Directors' consideration of
the Offer.
9 Expected Timetable
It is intended that the Offer Document and Form of Acceptance containing the
full terms and conditions of the Offer will be despatched to
Shareholders shortly. The Offer will be open for at least 21 days from the date
of the Offer Document. The Offer Document will include full details of the
expected timetable, and will specify the necessary actions to be taken by
Shareholders.
10 Financing of the Offer and cash confirmation
Full acceptance of the Offer will result in the payment by the Offeror of
approximately EUR40.4 million in cash.
The aggregate cash consideration payable by the Offeror will be financed through
a new intra-group committed facility between the Offeror and Summit Real Estate.
Summit Real Estate will finance the Offeror from a combination of its own cash
resources (of at least EUR25 million) and borrowings made available to it from
Bank Leumi le-Israel B.M. (in respect of the balance of funding required).
Bank Leumi le-Israel B.M. confirms that it is satisfied that resources are
available to the Offeror to satisfy full acceptance of the Offer.
11 Summit Share Option Schemes
As the Company does not have any Summit Shares under option or any other form of
convertible security in issue, the Offer only relates to Summit Shares.
12 Interests in Summit
Except as disclosed below as at 6 April 2009 (the latest practicable date prior
to the date of this announcement), neither the Offeror nor any of the directors
of the Offeror, nor, so far as the directors of the Offeror are aware, any
person acting in concert with the Offeror for the purposes of the Offer has any
interest in, right to subscribe for, or has borrowed or lent any Summit Shares
or securities convertible or exchangeable into Summit Shares (Summit
Securities), nor does any such person have any short position (whether
conditional or absolute and whether in money or otherwise) 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 in relation to
Summit Securities.
Party Interest
Offeror (direct) 29.98%
Summit Real Estate (indirect) 29.98% through its 100% holding in the Offeror
Zohar Levy (indirect) holds 56% of Summit Real Estate
For these purposes, "arrangement" includes any indemnity or option arrangement
or any agreement or understanding, formal or informal, of whatever nature,
relating to Summit Securities which may be an inducement to deal or refrain from
dealing in such securities.
13 Potential De-listing and Compulsory Acquisition
It is intended that the Company's listing on AIM will be maintained following
the closing of the Offer, provided that a sufficient number of Summit Shares
remain held by the public and/or provided the Company remains suitable for AIM.
If, as a result of the Offer and the number of acceptances received, an
insufficient number of Summit Shares are held by the public, the Offeror would
consider de-listing Summit from AIM. Pursuant to the AIM Rules, a resolution
passed by not less than 75 per cent. of the votes cast by Shareholders at a
general meeting of Summit will be required to effect a de-listing.
De-listing would significantly reduce the liquidity and marketability of any
Summit Shares not acquired by the Offeror through the Offer and the value of any
such Summit Shares may be affected as a consequence. In addition, certain
protections afforded to shareholders in an AIM listed company will no longer be
available.
It is anticipated that cancellation of the listing on the AIM Market would, if
implemented by the Offeror, take effect no earlier than 20 business days after
the date on which the Offeror has, by virtue of its shareholdings and
acceptances of the Offer, acquired or agreed to acquire issued share capital
carrying 75 per cent. of the voting rights of the Company. In such
circumstances, the Offeror would notify Shareholders when the required threshold
has been attained and confirm that the notice period has commenced and the
anticipated date of cancellation.
If Summit is, or is to be, de-listed, the Offeror intends to apply the
provisions of the Companies (Guernsey) Law, 2008, as amended, to acquire
compulsorily any outstanding Summit Shares following the Offer becoming or being
declared unconditional in all respects and acceptances of not less than 90 per
cent. of Summit Shares to which the Offer relates being received by the Offeror.
14 Summit Management and employees
If the Offer becomes wholly unconditional and Summit Shares are not de-listed,
the Offeror's current intention is that there would be no changes to the
composition of the current Board and management structure, save that additional
directors may be added in due course as circumstances may require.
Summit does not have any employees.
15 Overseas Shareholders
The availability of the Offer to Shareholders who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Shareholders who are in doubt regarding such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
The Offer in the United States is being made pursuant to an exemption from
certain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act.
The Offeror may, in connection with applicable law, including applicable
exemptions from Rule 14e-5 under the Exchange Act, make certain purchase of
Summit Shares in the market or otherwise during the period in which the Offer
remains open. Such purchases will be announced on a next-day basis to a
Regulatory Information Service and the Panel and the information about such
purchases will be publicly available on the Regulatory Information Service of
the London Stock Exchange which can be accessed on the London Stock Exchange's
website: www.londonstockexchange.com. US shareholders should pay close attention
to information pertaining to them in the Offer Document.
16 General
This announcement does not constitute a formal offer or invitation to purchase
any securities, or a solicitation of any offer to purchase any securities,
whether pursuant to the Offer or otherwise. The Offer Document and Form of
Acceptance, which set out the full details and terms and conditions of the Offer
will be despatched to Shareholders shortly.
This announcement has been prepared in accordance with English law and the Code
and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England. The Offer
will be subject to the applicable rules and regulations of the London Stock
Exchange and the Code.
Certain terms used in this announcement are defined in Appendix 2 to this
announcement.
In this announcement all references to: (a) "euro", "EUR" or "cents" are to the
lawful currency of the participating member states in the Third Stage of
European Economic and Monetary Union of the Treaty Establishing the European
Community, as amended by the Treaty on European Union; and (b) "NIS" is to the
lawful currency of Israel.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 3 to this announcement.
Unless otherwise determined by Offeror, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, email, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national state or other
securities exchange of, Canada, Australia or Japan or any other Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
instrumentality or facility or from within those jurisdictions. Accordingly,
copies of this announcement and formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, transmitted, distributed, sent or accessed in or into or from Canada,
Australia or Japan or any other Restricted Jurisdiction where to do so would
breach the laws of the relevant jurisdiction. Persons receiving this
announcement (including without limitation custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise forward,
transmit, distribute or send it in or into or from Canada, Australia or Japan or
any other Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
The availability of the Offer to persons who are not resident in and citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Such persons should inform
themselves of, and observe any, applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to overseas shareholders will
be contained in the Offer Document.
Fairfax, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Summit and no-one else
in connection with the Offer and will not be responsible to anyone other than
Summit for providing the protections afforded to clients of Fairfax or for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
The manager of the Offeror accepts responsibility for the information contained
in this announcement, other than the information in paragraphs 2, 3, 6, 7, 8 and
16 relating to Summit and in paragraph 5 relating to Summit Real Estate.To the
best of the knowledge and belief of the manager of the Offeror (which has taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which it accepts responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of Summit Real Estate accept responsibility for the information
contained in this announcement, other than the information in paragraphs 2, 3,
6, 7, 8 and 16 relating to Summit.To the best of the knowledge and belief of the
directors of Summit Real Estate (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Summit accept responsibility for the information contained in
this announcement in paragraphs 2, 3, 6, 7, 8 and 16 relating to Summit. To the
best of the knowledge and belief of the directors of Summit (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Forward-Looking Statements
This announcement contains a number of "forward-looking statements" relating to
the Offeror and Summit and the business sectors in which they
operate. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates", "forecast", "plan" and "project" or similar
expressions identify forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the relevant company's abilities to control or estimate
precisely, such as future market conditions, changes in general economic and
business conditions, introduction of competing products and services, lack of
acceptance of new products or services and the behaviour of other market
participants.Although the expectations reflected in such forward-looking
statements are considered reasonable, there can be no assurance that such
expectations will prove to have been correct. You should not, therefore, place
undue reliance on these forward-looking statements, which speak only as of the
date of this announcement.
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the Code, Summit confirms that its current
issued share capital at the close of business on 6 April 2009 consists of
275,000,000 Summit Shares. The International Securities Identification Number
for Summit Shares is GB00B126Y55.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in, one per cent or more of any class of
"relevant securities" of Summit, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by not
later than 3.30pm (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 or 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 Summit,
they will be deemed to be a single person for the purpose of Rule 8.3 of the
Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Summit by the Offeror or Summit, or by any of their respective
"associates" must also be disclosed by no later than 12.00 (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 such 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 are defined in the 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, please consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20
7638 0129; fax number +44(0)20 7236 7013.
Enquiries
Enquiries:
OfferorTelephone:+972-54-7709170
Zohar Levy
Summit Telephone:+44 (0)7802 440 714
John Lamb
Fairfax I.S. PLC (financial adviser to Summit) Telephone:+44 (0)20 7598
5368
Jeremy Porter
City Profile Telephone:+44 (0)20 7448 3244
Jonathan Gillen / William
Atwell
Appendix 1
Conditions to and Further Terms of the Offer
Part A - Conditions of the Offer
1The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. (London time) on First Closing Date (or
such later time(s) and/or date(s) as the Offeror may, subject to the rules of
the Code, decide) in respect of not less than 75 per cent. of Summit Shares to
which the Offer relates and not less than 75 per cent. of the voting rights
carried by those Summit Shares (or in each case such lesser percentage as the
Offeror may decide), provided that this condition shall not be satisfied unless
the Offeror and / or its wholly-owned subsidiaries shall have acquired or agreed
to acquire, pursuant to the Offer or otherwise, Summit Shares carrying in
aggregate more than 50 per cent. of the voting rights normally exercisable at a
general meeting of Summit including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attached to any Summit Shares
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise and for the purposes of this condition:
(i) the expression "Summit Shares to which the Offer relates" shall be
construed in accordance with sections 974 to 991 of the Companies Act 2006;
(ii) Summit Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of
Summit Shares which are treated for the purposes of section 337 of the Companies
(Guernsey) Law 2008, as amended as having been acquired or contracted to be
acquired by the Offeror by virtue of acceptances of the Offer;
(b) the granting of any necessary United Kingdom, Guernsey and/or German
governmental and exchange control consents required to implement the Offer;
(c) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, professional association, institution, employee
representative body, or any other such body or person whatsoever in any
jurisdiction (each a Third Party and all collectively Third Parties) having
decided or given notice of a decision to take, institute or threaten any
material action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be
expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by the Offeror of all or any Summit Shares, or the acquisition or
proposed acquisition of control of Summit, by any member of the Wider Summit
Group, void, illegal or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, delay, hinder or otherwise materially interfere with the
same, or impose material additional adverse conditions or obligations with
respect thereto, or otherwise materially challenge or require material amendment
to the terms of the Offer or any such acquisition;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Wider Offeror Group or by any
member of the Wider Summit Group of all or any portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses (or any part of them) or to own
or manage their respective assets or properties or any part of them to an extent
in any such case which is material to Offeror in the context of the Offer;
(iii) impose any material limitation on, or result in a material delay in,
the ability of any member of the Wider Offeror Group, directly or indirectly, to
acquire or to hold or to exercise effectively all or any rights of ownership in
respect of shares, loans or other securities (or the equivalent) in any member
of the Wider Summit Group or to exercise management control over any such member
to an extent which, is material in the context of the Offeror taken as a whole
or, as the case may be, the Wider Summit Group taken as a whole;
(iv) otherwise adversely affect in any material respect any or all of the
businesses, assets, liabilities, profits or prospects of any member of the Wider
Offeror Group or any member of the Wider Summit Group (including any action
which would or might adversely affect or prejudice any of the status, licences,
authorisations, exemptions or consents of any member of the Wider Offeror Group
or of the Wider Summit Group);
(v) save pursuant to the Offer or sections 974 to 991 of the Companies Act
2006 require any member of the Wider Offeror Group or the Wider Summit Group to
acquire, or offer to acquire, any shares or other securities (or the equivalent)
in, or any asset owned by, any member of the Wider Summit Group or the Wider
Offeror Group to an extent which is material in the context of the Wider Offeror
Group taken as a whole or, as the case may be, the Wider Summit Group taken as a
whole;
(vi) result in a material delay in the ability of the Offeror, or render it
unable, to acquire some or all of Summit Shares or require a divestiture by the
Offeror or any member of the Wider Offeror Group of any shares or other
securities (or the equivalent) in Summit;
(vii) materially limit the ability of any member of the Wider Offeror Group or
the Wider Summit Group to co-ordinate or integrate its business, or any part of
it, with the business or any part of the business of any other member of the
Wider Offeror Group or of the Wider Summit Group; or
(viii) result in any member of the Wider Summit Group or the Wider Offeror Group
ceasing to be able to carry on business under any name which it presently does
so to an extent which is materially adverse in the context of the Wider Summit
Group taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;
(d) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, exemptions, permissions and approvals
(Authorisations) necessary or appropriate in any relevant jurisdiction for or in
respect of the Offer or the proposed acquisition of all or any Summit Shares or
other securities in, or control of, Summit by any member of the Wider Offeror
Group having been obtained on terms and in a form reasonably satisfactory to the
Offeror from all appropriate Third Parties or persons with whom any member of
the Wider Summit Group has entered into contractual arrangements where the
absence of such Authorisations would have a materially adverse effect on the
Wider Offeror Group taken as a whole or the Wider Summit Group taken as a whole,
as the case may be, and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any member
of the Wider Summit Group where such business is material in the context of the
Wider Summit Group taken as a whole remaining in full force and effect at the
time at which the Offer becomes otherwise unconditional and there being no
indication of any intention to revoke, withdraw, suspend, restrict, withhold or
modify or not to grant or review any of the same;
(e) all necessary or appropriate filings or applications having been made in
connection with the Offer, and all appropriate waiting periods (including
extensions thereof) in respect of the Offer or its implementation under any
applicable legislation or regulations in any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all necessary statutory
or regulatory obligations in any relevant jurisdiction having been complied with
in connection with the Offer or the acquisition by any member of the Wider
Offeror Group of any shares or other securities in, or control of, Summit;
(f) save as fairly disclosed in writing to the Offeror or its advisers or
as publicly announced to a Regulatory Information Service prior to the date
hereof, there being no provision of any agreement, authorisation, arrangement,
lease, licence, permit or other instrument to which any member of the Wider
Summit Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, which in consequence of the Offer or the
proposed acquisition by the Offeror or any member of the Wider Offeror Group of
any shares or other securities (or the equivalent) in Summit or because of a
change in the control or management of Summit or any member of the Wider Summit
Group, would or might reasonably be expected to result, in a manner which could
or might reasonably be expected to be material in the context of the Wider
Summit Group taken as a whole, in:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any member of the Wider Summit Group, being or
becoming repayable or being capable of being declared repayable immediately or
prior to their or its stated maturity date or repayment date or the ability of
any such member to borrow monies or incur any indebtedness being withdrawn,
prohibited or inhibited or becoming capable of being withdrawn, prohibited or
inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or
other instrument or the rights, liabilities, obligations or interests of any
member of the Wider Summit Group thereunder being terminated or adversely
modified or affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider Summit Group being
or falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any member of the Wider Summit Group, or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable or
being enforced;
(v) the rights, liabilities, obligations or interests of any member of the
Wider Summit Group in, or the business of any such member with, any person,
company, firm or body (or any agreements or arrangements relating to any such
interest or business) being terminated, or adversely modified or adversely
affected;
(vi) the value of any member of the Wider Summit Group or its financial or
trading position or profits or prospects being materially prejudiced or
materially and adversely affected;
(vii) any member of the Wider Summit Group ceasing to be able to carry on
business under any name under which it presently does so; or
(viii) the creation or assumption of any material liability, actual or
contingent, by any member of the Wider Summit Group,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, lease, licence, permit or other instrument to which
any member of the Wider Summit Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would be reasonably
likely to result in any of the events referred to in sub-paragraph (i) to (viii)
of this paragraph (g);
(g) save as fairly disclosed in writing to the Offeror or its advisers, or
as otherwise publicly announced to a Regulatory Information Service, or as
disclosed in the annual report and accounts for the year ended 31 December 2008,
prior to the date hereof no member of the Wider Summit Group having:
(i) (save as between Summit and wholly-owned subsidiaries of Summit) issued
or agreed to issue or authorised or proposed or announced its intention to
authorise or propose the issue of additional shares of any class or securities
convertible into or exchangeable for, shares of any class or rights, warrants or
options to subscribe for, or acquire, any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of
Summit to Summit or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Offer (and save for transactions between
Summit and its wholly-owned subsidiaries or other than in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any undertaking
or undertakings in any such case that is material in the context of the Wider
Summit Group taken as a whole;
(iv) (save for transactions between Summit and its wholly-owned subsidiaries
or other than in the ordinary course of business) disposed of, or transferred,
mortgaged or created any security interest over any asset or any right, title or
interest in any asset that is material in the context of the Wider Summit Group
taken as a whole or authorised, proposed or announced any intention to do so;
(v) (save as between Summit and its wholly-owned subsidiaries) made or
authorised or proposed or announced an intention to propose any material change
in its loan capital;
(vi) (save as between transactions between Summit and its wholly-owned
subsidiaries) issued, authorised, or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the terms of any
debentures or become subject to any material contingent liability or incurred or
increased any material indebtedness other than in the ordinary course of
business;
(vii) (save for transactions between members of Summit Group) purchased,
redeemed or repaid, or announced any proposal to purchase, redeem or repay, any
of its own shares or other securities or reduced or made any other change to or
proposed the reduction or other change to any part of its share capital;
(viii) entered into, implemented, effected, varied, authorised proposed or
announced its intention to enter into, any material reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business;
(ix) entered into or materially varied or terminated or authorised, proposed
or announced its intention to enter into or vary any material contract,
arrangement, agreement transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or is likely to be materially restrictive on the business
of any member of the Wider Summit Group or the Wider Offeror Group or which
involves or is likely to involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business;
(x) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider Summit Group save for salary increases, bonuses or variations of terms
in the ordinary course of business;
(xi) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Summit Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the Wider Summit Group taken as a whole;
(xii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider Summit Group which
are material in the context of the Wider Summit Group taken as a whole;
(xiii) save in relation to changes made or agreed as a result of, or arising
from, changes to legislation made or agreed or consented to any significant
change to the terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their dependants or to the
benefits which accrue, or to the pensions which are payable, thereunder, or to
the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined or to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made, or
agreed or consented to, any change to the trustees, including the appointment of
a trust corporation, to an extent in any such case which is material in the
context of the Wider Summit Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business which is material in the context of the Wider
Summit Group taken as a whole;
(xv) (other than in respect of a member of the Wider Summit Group which is
dormant and was solvent at the relevant time) taken or proposed any corporate
action, or had any legal proceedings threatened or instituted against it for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, trustee or
similar officer of all or any material part of its assets or revenues or any
analogous or equivalent steps or proceedings in any relevant jurisdiction having
been taken or had any such person appointed;
(xvi) waived or compromised or settled any material claim otherwise than in
the ordinary course of business;
(xvii) made any material alteration to its memorandum or articles of association
or other constitutional documents; or
(xviii) entered into any contract, agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(h) save as fairly disclosed in writing to the Offeror or its advisers or as
otherwise publicly announced to a Regulatory Information Service prior to the
date hereof or as disclosed in the annual report and accounts for the year ended
31 December 2008;
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Summit Group to an extent
which is material in the context of the Wider Summit Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider Summit Group or to which any member of the Wider Summit Group is or
may become a party (whether as a claimant, defendant or otherwise) and no
enquiry or investigation by any Third Party against or in respect of any member
of the Wider Summit Group having been commenced, announced or threatened in
writing by or against or remaining outstanding in respect of any member of the
Wider Summit Group in each case which might reasonably be expected to have a
material adverse effect on the Wider Summit Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to
any member of the Wider Offeror Group which would or might reasonably be
expected to adversely affect any member of the Wider Summit Group to an extent
which is material in the context of the Wider Summit Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider Summit Group, which is necessary or
appropriate for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is likely to materially and
adversely affect the Wider Summit Group taken as a whole;
(i) save as fairly disclosed in writing to the Offeror or its advisers or
as otherwise publicly announced to a Regulatory Information Service prior to the
date hereof or as disclosed in the annual report and accounts for the year ended
31 December 2008, the Offeror not having discovered following the date hereof:
(i) that any financial, business or other information concerning the Wider
Summit Group publicly announced or disclosed at any time by or on behalf of any
member of the Wider Summit Group to the Wider Offeror Group, is materially
misleading, contains a material misrepresentation of any fact or omits to state
a fact necessary to make that information not materially misleading and which in
any case, is material in the context of the Wider Summit Group taken as a whole;
(ii) that any present member of the Wider Summit Group or any partnership,
company or other entity in which any member of the Wider Summit Group has a
significant economic interest and which is not a subsidiary undertaking of
Summit, is subject to any material liability, contingent or otherwise, which is
not disclosed in the annual report and accounts for Summit for the year ending
31 December 2008 and which is material in the context of the Wider Summit Group
taken as a whole;
(iii) any information which materially affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Summit Group
(to an extent which is material in the context of the Wider Summit Group taken
as a whole);
(iv) that any past or present member of the Wider Summit Group has not
complied with all applicable legislation, regulations or other requirements of
any relevant jurisdiction with regard to the use, treatment, storage, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or that there has otherwise been a material
emission, discharge, disposal, spillage or leak of waste or hazardous substance
or any substance likely to impair the environment or harm human health (whether
or not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken place) on or
from any land or property of any description or other asset now or previously
owned, occupied or made use of by any past or present member of the Wider Summit
Group or in which any such member may now or previously have had an interest
which would, in any case, be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the Wider Summit
Group which is material in the context of the Wider Summit Group taken as a
whole;
(v) that there is or is likely to be any material liability (whether actual
or contingent) on the part of any member of the Wider Summit Group to make good,
repair, reinstate or clean up any property of any description or other asset now
or previously owned, occupied or made use of by any past or present member of
the Wider Summit Group, or in which any such member may now or previously have
had an interest, under any environmental legislation, regulation, notice,
circular or order of any Third Party which is material in the context of the
Wider Summit Group taken as a whole;
(vi) that circumstances exist (whether as a result of the making of the Offer
or otherwise) which would be likely to lead to any Third Party instituting, (or
whereby any member of the Wider Summit Group would be likely to be required to
institute), an environmental audit or take any steps which would in any such
case be likely to result in any actual or contingent liability to improve or
install new plant or equipment or to make good, repair, reinstate or clean up
any property of any description or other asset now or previously owned, occupied
or made use of by any member of the Wider Summit Group, or in which any such
member may now or previously have had an interest, or any controlled waters
which is material in the context of the Wider Summit Group taken as a whole.
The Offeror reserves the right to waive, in whole or in part, all or any of
conditions (b) to (i) inclusive. Conditions (b) to (i) must be satisfied as at,
or waived on or before midnight (London time), on the twenty first day after the
later of First Closing Date and the date on which condition (a) is fulfilled (or
in each case such later date as the Panel may agree) failing which the Offer
will lapse.
The Offeror shall be under no obligation to waive (if capable of waiver) or
treat as fulfilled any of conditions (b) to (i) inclusive by a date earlier than
the latest date specified above for the fulfilment thereof, notwithstanding that
the other conditions of the Offer may at such earlier date have been fulfilled
and that there are, at such earlier date, no circumstances indicating that any
of such conditions may be incapable of fulfilment.
If the Offeror is required by the Panel to make an offer for Summit Shares under
the provisions of Rule 9 of the Code, the Offeror may make such alterations to
the above conditions of the Offer, including condition (a), as are necessary to
comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission or the
European Commission initiates proceedings under Article 6(1)(c) of the Merger
Regulation, or following a referral under Article 9(1) of the Merger Regulation,
there is a subsequent reference to the Competition Commission before 1.00 p.m.
(London time) on the First Closing Date or the time and date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.
In such circumstances, the Offer will cease to be capable of further acceptance
and persons accepting the Offer and the Offeror shall thereupon cease to be
bound by Forms of Acceptance delivered on or before the date on which the Offer
so lapses.
Part B - Further terms of the Offer
1. The Offer will lapse if, before the First Closing Date or the date when the
Offer becomes or is declared unconditional as to acceptances (whichever is the
later): (a) the Offer is referred to the Competition Commission in the United
Kingdom; or (b) the European Commission initiates proceedings under Article
6(1)(c) of the EC Merger Regulation in relation to the Offer save in
circumstances where the European Commission does not require the Offer to lapse.
2. The Offeror reserves the right, with consent of the Panel, to elect to implement
the Offer by way of a scheme of arrangement. In such event, such scheme will be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those that would apply to the Offer.
3. Summit Shares will be acquired by the Offeror fully paid up with full title
guarantee and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and other third party rights and/or interests and together
with all rights now or hereafter attaching thereto, including the right to
receive and retain all dividends, interest and other distributions declared,
made or payable after the date of this announcement, other than the interim
dividend referred to in paragraph 2 of the announcement above.
4. The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in Appendix 1 and those terms and conditions which
will be set out in full in the Offer Document and the Form of Acceptance and
such further terms as may be required to comply with the AIM Rules and the
provisions of the Code.
5. The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Rules contained in the Code, so far as
they are appropriate, apply to the Offer.
Appendix 2
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+-----------------------------+------------------------------------------------+
| AIM | a market operated by the London Stock Exchange |
| | |
+-----------------------------+------------------------------------------------+
| associated undertaking | has the meaning given by the Companies Act |
| | 1985, other than paragraph 20(1)(b) of |
| | Schedule 4A to that Act which shall be |
| | excluded for this purpose |
+-----------------------------+------------------------------------------------+
| Asset Manager | Summit Management Company, S.A. |
+-----------------------------+------------------------------------------------+
| Board | the board of directors of Summit |
+-----------------------------+------------------------------------------------+
| cents | the lawful currency of the participating |
| | member states in the Third Stage of European |
| | Economic and Monetary Union of the Treaty |
| | Establishing the European Community, as |
| | amended by the Treaty on European Union |
+-----------------------------+------------------------------------------------+
| Change of Control | the purchase of shares or having the right to |
| | acquire shares in Summit which would amount in |
| | a 50 per cent. shareholding by a person |
+-----------------------------+------------------------------------------------+
| Closing Price | the middle market quotation at the close of |
| | business as derived from the Daily Official |
| | List of the London Stock Exchange |
+-----------------------------+------------------------------------------------+
| Companies Act 2006 | the Companies Act 2006 |
+-----------------------------+------------------------------------------------+
| Code | the City Code on Takeovers and Mergers |
+-----------------------------+------------------------------------------------+
| Fairfax | Fairfax I.S. PLC of 7 Queen Street, London W1J |
| | 5PB |
+-----------------------------+------------------------------------------------+
| First Closing Date | the date on which the initial period during |
| | which the Offer can be accepted by the |
| | Shareholders closes, being not less than 21 |
| | days following posting of the Offer Document |
+-----------------------------+------------------------------------------------+
| Form of Acceptance | form of acceptance, authority and election for |
| | use in connection with the Offer |
+-----------------------------+------------------------------------------------+
| Independent Directors | the directors of Summit not having a conflict |
| | of interest with regards the Offer, being John |
| | Lamb, Quentin Spicer and Charles Wilkinson |
+-----------------------------+------------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
+-----------------------------+------------------------------------------------+
| Merger Regulation | the European Union's Council regulation |
| | 139/2004/EC |
+-----------------------------+------------------------------------------------+
| NAV | net asset value |
+-----------------------------+------------------------------------------------+
| NIS | the New Israeli Shekel, being the lawful |
| | currency of Israel |
+-----------------------------+------------------------------------------------+
| Offer | the recommended cash offer made by the Offeror |
| | to acquire the whole of the issued share |
| | capital of Summit not already owned by the |
| | Offeror on the terms and conditions to be sent |
| | out in the Offer document and the Form of |
| | Acceptance |
+-----------------------------+------------------------------------------------+
| Offer Document | the offer document to be sent to Shareholders |
| | shortly |
+-----------------------------+------------------------------------------------+
| Offeror | Unifinter Administratiekantoor B.V. |
| | (registered with the Dutch Chamber of Commerce |
| | in Amsterdam, the Netherlands with number |
| | 27273650) |
+-----------------------------+------------------------------------------------+
| Offer Period | the period beginning on and including 7 April |
| | 2009 and ending on the latest of (i) 1.00 p.m. |
| | (London time) on the First Closing Date, (ii) |
| | the time and date on which the Offer becomes |
| | or is declared unconditional as to acceptances |
| | and (iii) the time and date on which the Offer |
| | lapses or is withdrawn |
+-----------------------------+------------------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+-----------------------------+------------------------------------------------+
| Portfolio Management | agreement, dated 19 May 2006, between Summit |
| Agreement | and the Asset Manager under which the Asset |
| | Manager agreed to provide property management |
| | and advisory services to Summit Group |
+-----------------------------+------------------------------------------------+
| Regulatory Information | any of the services set out in Appendix 3 to |
| Service | the Listing Rules published by the United |
| | Kingdom Listing Authority |
+-----------------------------+------------------------------------------------+
| Restricted Jurisdiction | any jurisdiction outside the European Economic |
| | Area where local laws or regulations may |
| | result in a significant risk of civil, |
| | regulatory or criminal exposure for Offeror or |
| | Summit if information or documentation |
| | concerning the Offer is sent or made available |
| | to Shareholders in that jurisdiction |
+-----------------------------+------------------------------------------------+
| Shareholders | registered holders of Summit Shares from time |
| | to time |
+-----------------------------+------------------------------------------------+
| significant interest | a direct or indirect interest in more than 20 |
| | per cent. of the equity share capital (as |
| | defined in the Companies Act 2006) |
+-----------------------------+------------------------------------------------+
| subsidiary undertaking | has the meaning given to it by section 1162 of |
| | the Companies Act 2006 |
+-----------------------------+------------------------------------------------+
| Summit or the Company | Summit Germany Limited (registered in Guernsey |
| | with number 44692) |
+-----------------------------+------------------------------------------------+
| Summit Group | Summit and its subsidiary undertakings from |
| | time to time |
+-----------------------------+------------------------------------------------+
| Summit Real Estate | Summit Real Estate Holdings Limited |
| | (registered with the Israeli Companies |
| | Registrar with number 520043720) |
+-----------------------------+------------------------------------------------+
| Summit Shares | the existing unconditionally allotted or |
| | issued and fully paid (or credited as fully |
| | paid) ordinary shares of no par value in |
| | Summit and any further such shares which are |
| | unconditionally allotted or issued fully paid |
| | (or credited as fully paid) in each case prior |
| | to the time at which the Offer ceases to be |
| | open for acceptance (or such earlier time, as |
| | the Offeror may, with the Panel's consent or |
| | in accordance with the Code, decide) |
+-----------------------------+------------------------------------------------+
| Undertaking | has the meaning given to it by section 1161 of |
| | the Companies Act 2006 |
+-----------------------------+------------------------------------------------+
| Wider Offeror Group | Summit Real Estate, Offeror and its |
| | subsidiaries, subsidiary undertakings, |
| | associated undertakings and any other |
| | undertakings in which the Offeror and such |
| | undertakings (aggregating their interests) |
| | have a substantial interest |
+-----------------------------+------------------------------------------------+
| Wider Summit Group | Summit and its subsidiaries, subsidiary |
| | undertakings, associated undertakings and any |
| | other undertakings in which Summit and such |
| | undertakings (aggregating their interests) |
| | have a substantial interest |
+-----------------------------+------------------------------------------------+
Appendix 3
Sources and Bases of Information
1. The financial information relating to Summit Real Estate has been extracted or
provided (without material adjustment) from Summit Real Estate's audited
consolidated accounts for the three financial years ended 31 December 2008.
2. The financial information relating to Summit has been extracted or provided
(without material adjustment) from Summit's audited consolidated accounts for
the three financial years ended 31 December 2008.
3. References to existing issued share capital are references to Summit Shares in
issue on 6 April 2009 (the latest practicable date prior to the date of this
announcement), being 275,000,000 Summit Shares.
4. Summit Share prices have been derived from the London Stock Exchange and
represent the Closing Price on 6 April 2009 (the latest practicable date prior
to the date of this announcement).
5. The Offer premium of 71.4 per cent. is calculated by reference to the Closing
Price on 6 April 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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