TIDM35LY TIDMIPR
RNS Number : 5701D
International Power (Jersey) Ltd
17 May 2012
17 May 2012
notice to holders of the 3.75 per cent. US$228,262,000
guaranteed convertible bonds due 2023 (ISIN: X50173110262) issued
by International Power (Jersey) Limited CONSTITUTING A RULE 15
PROPOSAL FOR THE PURPOSES OF THE CITY CODE ON TAKEOVERS AND MERGERS
(the "Takeover Code") in connection with the RECOMMENDED
ACQUISITION OF INTERNATIONAL POWER PLC ("IPR") BY ELECTRABEL S.A.
("EBL"), A WHOLLY--OWNED SUBSIDIARY OF GDF SUEZ S.A ("GDF
SUEZ")
1. Introduction
On 16 April 2012, the IPR Independent Committee and the board of
directors of EBL announced that they had agreed the terms of a
recommended acquisition of IPR by EBL, a wholly--owned subsidiary
of GDF SUEZ (the "Transaction"). This notice summarises the key
terms of the Transaction and its impact on the holders of IPR's
3.75 per cent. US$228,262,000 guaranteed convertible bonds due 2023
issued by International Power (Jersey) Limited (the "Bonds"). This
notice sets out the courses of action available to Bondholders in
relation to the Bonds in the context of the Transaction, in
accordance with the obligation of EBL to make an appropriate offer
or proposal to holders of the Bonds under Rule 15 of the Takeover
Code.
On 14 May 2012, IPR published a circular in connection with the
Transaction (the "Scheme Document"). A copy of the Scheme Document
can be found on IPR's website at www.iprplc-gdfsuez.com.
Capitalised terms used in this notice and not otherwise defined
shall have the meanings given to them in the Scheme Document or the
terms and conditions of the Bonds (as applicable).
2. The Transaction
(a) Basic terms
Under the Transaction, which is subject to certain conditions
(as set out in Part 3 of the Scheme Document), holders of IPR
Shares ("IPR Shareholders") who are not members of the GDF SUEZ
Group will be entitled to receive, for each IPR Share held, 418
pence in cash (the "Offer Price").
As an alternative, IPR Shareholders (other than those resident
in certain restricted jurisdictions) will have the option of taking
0.25 per cent. unsecured loan notes due 2015 and issued by EBL as
an alternative to all or part of the cash consideration to which
they would otherwise be entitled on a GBP1.00 for GBP1.00 basis. Up
to a maximum amount of GBP200 million (or such greater amount as
EBL may decide) of Loan Notes in aggregate nominal value will be
available under the Loan Note Alternative. Unless EBL decides
otherwise, no Loan Notes will be issued by EBL if the aggregate
nominal value of all Loan Notes to be issued as a result of valid
elections for the Loan Note Alternative is less than GBP20
million.
IPR Shareholders who are on the register of members on 25 May
2012 will also be entitled to receive the proposed final dividend
of 6.6 Euro cents per IPR Share in respect of the year ended 31
December 2011, which is expected to be paid to IPR Shareholders on
29 June 2012.
(b) Scheme of arrangement
The Transaction is to be effected by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
If the Scheme becomes effective, EBL will become the holder of the
entire issued ordinary share capital of IPR which is not already
directly or indirectly owned by GDF SUEZ (together the "Scheme
Shares") and the holders of the Scheme Shares ("Scheme
Shareholders") will receive the Offer Price for each Scheme Share
held (or, in the case of those Scheme Shareholders who make valid
elections under the loan note alternative, loan notes as an
alternative thereto).
To become effective, the Scheme requires, among other things,
the approval of a majority in number of the Scheme Shareholders
present and voting (either in person or by proxy) at the meeting of
the Scheme Shareholder representing not less than 75 per cent. in
value of the relevant Scheme Shares voted, and the passing of the
special resolution necessary to implement the Scheme at a general
meeting of IPR Shareholders. The Scheme, and the associated
reduction of capital, must also be sanctioned or confirmed (as the
case may be) by the Court. The Court hearing to sanction the Scheme
and to confirm the associated reduction of capital (the "Court
Hearing") is currently expected to take place on 28 June 2012.
The Scheme will become effective on the date on which the Court
order sanctioning the Scheme and confirming the associated
reduction of capital has been delivered to the Registrar of
Companies for registration and, where required, has been registered
(the "Effective Date"). It is currently expected that the Effective
Date will occur on 29 June 2012. Amounts due to Scheme Shareholders
under the Scheme will be paid (or, in the case of loan notes,
issued) within 14 days following the Effective Date.
(c) IPR Shares subject to the Scheme and the amendments to IPR's articles of association
The Scheme will operate in respect of all Scheme Shares in issue
at 6.00 p.m. on the Business Day immediately prior to the date of
the Court Hearing (the "Scheme Record Time"). IPR's articles of
association will be amended so that, subject to the Scheme becoming
effective, any IPR Shares that are issued to Bondholders after the
Scheme Record Time will be automatically transferred to EBL in
exchange for which EBL will pay the transferor an amount in cash
equal to the Offer Price for each Scheme Share transferred.
(d) Dealing, Suspension and De-Listing
Dealings in IPR Shares on the London Stock Exchange are
currently expected to be suspended at the close of business on 27
June 2012. No transfers of IPR Shares will be registered after the
time at which dealings in IPR Shares on the London Stock Exchange
are suspended. Prior to the Effective Date, IPR will make an
application to the FSA for the listing of the IPR Shares to be
cancelled and for the IPR Shares to cease to be admitted to trading
on the Main Market of the London Stock Exchange. Such cancellation
is expected to take effect on the Effective Date. On the Effective
Date, share certificates in respect of IPR Shares will cease to be
valid and entitlements to IPR Shares held within the CREST system
will be cancelled.
3. Proposal in respect of the Bonds
Under Rule 15 of the Code, EBL is required to make an
appropriate offer or proposal to holders of the Bonds. Accordingly,
and in accordance with guidance given under the Code, EBL intends
to satisfy such obligation by giving Bondholders the opportunity to
convert their Bonds and accept the offer being made to IPR
Shareholders. In addition under the terms and conditions of the
Bonds, Bondholders may, on the occurrence of a Relevant Event, for
a limited period of time, elect to require the Issuer to redeem
their Bonds.
4. Impact of the Scheme on the Bonds
(a) The occurrence of a Relevant Event
EBL and IPR have agreed that the Scheme becoming effective will
amount to a "Relevant Event" under the terms and conditions of the
Bonds. The terms and conditions of the Bonds contain provisions
whereby the Exchange Price may be adjusted downwards in certain
circumstances, including, for a limited 60 day period only,
following the occurrence of a Relevant Event. This 60 day period is
referred to below as the "Special Conversion Period".
(b) The Final Dividend
Furthermore, prior to the occurrence of a Relevant Event IPR
will pay a final dividend of 6.6 euro cents per IPR Share on 29
June 2012 to shareholders registered on the Company share register
on 25 May 2012 (the "Final Dividend").
(c) Exchange Price Adjustments: Final Dividend, Relevant Event
It is expected that the payment of the Final Dividend will
result in an adjustment to the Exchange Price in accordance with
the terms and conditions of the Bonds. As detailed below, it is
expected that the occurrence of a Relevant Event will not result in
an adjustment to the Exchange Price. The exact adjustment to the
Exchange Price will be calculated on the basis of the applicable
formula set out in the terms and conditions of the Bonds. Certain
factors in the formula will only be able to be definitively
determined at the date of each adjustment. If the two adjustments
occur at the same time, it is intended that they be ordered in such
a way as to give the most beneficial outcome for Bondholders.
Under the terms and conditions of the Bonds, upon the occurrence
of a Relevant Event the Exchange Price is to be adjusted by a
factor incorporating an element "C" which is defined as "the
Exchange Price (as adjusted from time to time), converted into US
dollars at the fixed rate of exchange GBP1= $1.5893". For the
purposes of the Relevant Event adjustment relating to the Scheme,
and for the benefit of Bondholders, "C" in Condition 7(B)(x) shall
be read as follows:
"C is the arithmetic mean of the Exchange Price (as adjusted
from time to time), converted into US dollars at the fixed rate of
exchange GBP1=US$1.5893, during the Calculation Period (as defined
in the terms and conditions of the Bonds)",
in line with market practice for a change of control formula of
this type.
(d) Illustrative example
(i) Final Dividend
For illustrative purposes, in order to calculate the adjustment
to the Exchange Price effective from 29 June 2012 to account for
the Final Dividend, it is assumed that:
(A) the GBP-EUR exchange rate used for the purpose of
calculating the Fair Market Value of the Final Dividend is 1.2544,
and
(B) the average closing price of one IPR Share for the 5 dealing
days immediately preceding 21 May 2012 is 419.4p per IPR Share.
Based on the above assumptions, the illustrative Exchange Price
is expected to be adjusted from the current Exchange Price of 109p
per IPR Share to 107p per IPR Share with effect from 29 June 2012
as a result of payment of the Final Dividend.
(ii) Relevant Event
Assuming the Scheme becomes effective according to the current
expected timetable on the 29 June 2012, and on the basis that the
payment of the Final Dividend on 29 June 2012 leads to the
aforementioned adjustment to the Exchange Price, it is expected
that there will not be an adjustment to the Exchange Price as a
result of the Relevant Event as it is expected that applying such
an adjustment would result in an increase in the Exchange Price
prior to rounding. The Exchange Price during the Special Conversion
Period is thus expected to be 107p per IPR Share.
The Calculation Period in respect of each of "A", "B" and "C" in
accordance with the terms and conditions of the Bonds (as modified
in the manner explained above) is expected to be calculated on the
basis of calendar days with regard to the relevant periods. "A" is
expected to be 302.5%, "B" is expected to be $5.318 and "C" is
expected to be $1.755. Note that each of "A", "B" and "C" have been
rounded for illustrative purposes in this notice but the actual
factor would be based on unrounded numbers.
(iii) Consequences based on illustrations
(A) Conversion on or prior to the record date of the Final Dividend
If a Bondholder chooses to convert on or prior to the record
date of the Final Dividend on 25 May 2012, the Exchange Price is
expected to be 109p per IPR Share, which will not reflect any
adjustment for either the Final Dividend or the Relevant Event.
Accordingly, a holder of $1,000 in principal amount of Bonds who
chooses to convert on or prior to the record date of the Final
Dividend is expected to receive 577 IPR Shares based on the
illustrative Exchange Price of 109p per IPR Share, which will
amount to GBP2,411.86 cash consideration under the Scheme, per
$1,000 in principal amount of Bonds.
(B) Conversion after the record date of the Final Dividend but
prior to payment of the Final Dividend
If a Bondholder chooses to convert after the record date but
prior to payment of the Final Dividend, the Exchange Price is
expected to be 107p per IPR Share, which will reflect the
Retroactive Adjustment for the Final Dividend but not for the
Relevant Event.
Accordingly, a holder of $1,000 in principal amount of Bonds who
chooses to convert after the record date but prior to payment of
the Final Dividend is expected to receive 588 IPR Shares based on
the illustrative Exchange Price of 107p per IPR Share, which will
amount to GBP2,457.84 cash consideration under the Scheme, per
$1,000 in principal amount of Bonds.
(C) Conversion following payment of the Final Dividend
If a Bondholder chooses to convert following payment of the
Final Dividend on 29 June 2012, the Exchange Price is expected to
be 107p per IPR Share, which will reflect the adjustment for the
payment of the Final Dividend but not for the Relevant Event.
Accordingly, a holder of $1,000 in principal amount of Bonds who
chooses to convert following payment of the Final Dividend is
expected to receive 588 IPR Shares based on the illustrative
Exchange Price of 107p per IPR Share, which will amount to
GBP2,457.84 cash consideration under the Scheme, per $1,000 in
principal amount of Bonds.
5. Options available to Bondholder
(a) Exercise of Conversion Rights
The options available to Bondholders in connection with the
Transaction are set out below.
(i) Conversion before Special Conversion Period
(A) Conversion before the Scheme Record Time
Bondholders should note that any exercise of Conversion Rights
before the Scheme Record Time, which falls prior to the
commencement of the Special Conversion Period, will not be at the
Exchange Price as adjusted as a result of the occurrence of the
Relevant Event.
Bondholders who exercise their Conversion Rights and are entered
on the register of members of IPR before the Scheme Record Time
will be subject to the Scheme. Accordingly, those IPR Shares will
be cancelled on the Effective Date, and the holder thereof will
receive the Offer Price for each IPR Share in accordance with the
terms of the Scheme.
(B) Conversion after the Scheme Record Time but before the Effective Date
Bondholders should note that any exercise of Conversion Rights
after the Scheme Record Time but before the Effective Date, which
falls prior to the commencement of the Special Conversion Period,
will be treated in the same way as described in paragraph (ii)
below.
(ii) Conversion during the Special Conversion Period
Bondholders who exercise their Conversion Rights after the
Effective Time and prior to the expiry of the Special Conversion
Period will benefit from the Exchange Price adjusted as a result of
the occurrence of the Relevant Event (if any).
Bondholders who exercise their Conversion Rights during the
Special Conversion Period will be issued with IPR Shares, which
provided the Scheme becomes effective in all respects will be
automatically transferred to EBL in exchange for payment of an
amount in cash equal to the Offer Price in respect of each IPR
Share so transferred, such amount to be paid within 14 days
following the expiry of the Special Conversion Period.
(iii) Conversion after the Special Conversion Period
Bondholders should note that any exercise of Conversion Rights
after the expiry of the Special Conversion Period will be at the
Exchange Price adjusted as a result of the Final Dividend but not
as a result of the Relevant Event.
Bondholders who exercise their Conversion Rights after the
Special Conversion Period will be issued with IPR Shares, which
provided the Scheme becomes effective in all respects will be
automatically transferred to EBL in exchange for payment of an
amount in cash equal to the Offer Price in respect of each IPR
Share so transferred, such amount to be paid within 14 days
following the exercise of the Conversion Right.
(b) Redemption at the option of a Bondholder
Following the occurrence of a Relevant Event, Bondholders will
have the right, during the period of 60 days following receipt of
notice from IPR of the occurrence of the Relevant Event, to put the
Bonds that they hold to the Issuer. To exercise such option in
respect of the Bonds held by it in Euroclear Bank S.A./N.V.
("Euroclear") and/or Clearstream Banking, societe anonyme
("Clearstream, Luxembourg"), a holder of such Bonds must give
notice to the Principal Paying Agent in accordance with the
standard procedures of Euroclear and Clearstream, Luxembourg (which
may include notice being given on his instruction by Euroclear or
Clearstream, Luxembourg or any common depositary for them to the
Principal Paying Agent by electronic means) of the principal amount
of the Bonds in respect of which such option is exercised and at
the same time presenting or procuring the presentation of the
Global Bond representing the Bonds to the Principal Paying Agent
for notation accordingly, in each case not more than 60 days after
being notified of the Relevant Event. On the Relevant Event Put
Date (being the fourteenth day following the expiry of the Special
Conversion Period) the Issuer will redeem the Bonds at their
principal amount, together with interest accrued to the date fixed
for redemption.
(c) Redemption by the Issuer
(i) Issuer Redemption Option
Under the terms of the Bonds, the Issuer has the right to redeem
the Bonds at their principal amount (together with interest accrued
to the relevant redemption date) by giving not less than 30 but not
more than 90 days' notice in accordance with the terms and
conditions of the Bonds. If the Scheme becomes Effective, EBL
intends to procure that the Issuer gives such a notice on or about
the Effective Date with a view to redeeming any outstanding Bonds
following the expiry of the Special Conversion Period.
(ii) Squeeze out
If Conversion Rights have been exercised and/or purchases (and
corresponding cancellations) have been effected in respect of 85
per cent. or more in principal amount of the Bonds originally
issued, then (to the extent that a notice of redemption has not
already been served in respect of the Bonds), if the Scheme becomes
Effective, EBL intends to procure that the Issuer exercises its
right to redeem the remaining Bonds at their principal amount
(together with interest accrued to the relevant redemption date) by
giving not less than 30 but not more than 90 days' notice in
accordance with the terms and conditions of the Bonds with a view
to redeeming any outstanding Bonds following the expiry of the
Special Conversion Period.
(iii) Conversion following the issue of a redemption notice
If the Issuer exercises its rights to redeem the remaining Bonds
as described in sub-paragraphs (c)(i) and (c)(ii) above,
Bondholders may exercise their Conversion Rights until close of
business on the tenth day prior to the date fixed for the
redemption of the Bonds.
6. Interest and dividends
The next interest payment on the Bonds is due to be made on 22
August 2012. This payment will be made on all Bonds in respect of
which the Conversion Right has not been exercised on or before that
date. No part of the interest payable for the period from 22
February 2012 to the date of voluntary conversion will be paid on
Bonds converted on or before 21 August 2012.
Interest will be paid in respect of Bonds redeemed up to the
date of redemption.
7. Recommendation
The IPR Independent Directors, who have been so advised by
Morgan Stanley, Barclays and Nomura, consider the terms of the Bond
proposal described in this notice to be fair and reasonable in the
context of the Transaction. In providing their advice to the IPR
Independent Directors, Morgan Stanley, Barclays and Nomura have
taken into account the commercial assessments of the Independent
IPR Directors.
Based on current market information, the IPR Independent
Directors unanimously recommend that Bondholders convert their
Bonds during the Special Conversion Period.
The Exchange Price applicable during the Special Conversion
Period will be determined at the time the Scheme becomes effective
and Bondholders will be notified of the Exchange Price shortly
thereafter. The IPR Independent Directors draw the attention of the
Bondholders to the semi-annual interest payment on the Bonds due on
22 August 2012, which is expected to be paid during the Special
Conversion Period. Depending on their individual circumstances,
Bondholders may wish to delay exercising any Conversion Rights
until after 22 August 2012.
The decision as to whether a Bondholder should exercise
Conversion Rights or continue to hold Bonds in accordance with
their terms will depend on the individual circumstances of the
Bondholder. Bondholders are recommended to consider this notice and
to take their own independent advice having regard to their own
particular circumstances and investment objectives before taking
any action.
8. Responsibility
(a) The IPR Directors accept responsibility for the information
contained in this notice other than the information for which
responsibility is taken by others pursuant to paragraph (b) below.
Accordingly, the IPR Directors do not accept responsibility for the
IPR Independent Directors recommendation as to whether Bondholders
should exercise their option to convert into IPR Shares or continue
to hold their Bonds set out in paragraph 7 of this notice or for
the EBL Information (as defined below). To the best of the
knowledge and belief of the IPR Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this notice for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
(b) The IPR Independent Directors accept responsibility for
their views and opinions set out in this notice, including their
recommendation set out in paragraph 7 of this notice. The IPR
Directors do not accept responsibility for the EBL Information. To
the best of the knowledge and belief of the IPR Independent
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this notice for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
(c) The EBL Directors, whose names are set out in paragraph 2(b)
of Part 8 (Additional Information) of the Scheme Document, accept
responsibility for the information contained in this notice
relating to EBL (the "EBL Information"). To the best of the
knowledge and belief of the EBL Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this notice for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
9. Other Information
(a) Morgan Stanley & Co. International plc ("Morgan
Stanley") has given and not withdrawn its written consent to the
issue of this notice with the references to Morgan Stanley's name
in the form and context in which they appear.
(b) Barclays Bank plc, acting through its investment bank
("Barclays") has given and not withdrawn its written consent to the
issue of this notice with the references to Barclays' name in the
form and context in which they appear.
(c) Nomura International plc ("Nomura") has given and not
withdrawn its written consent to the issue of this notice with
references to Nomura's name in the form and context in which they
appear.
FURTHER INFORMATION AND CONTACTS
The Principal Paying, Conversion and Exchange Agent
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attention: Debt & Agency Services, DAS
Telephone: +44 (0)20 7545 8000
Facsimile: +44 (0)20 7547 6149
The Trustee
Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attention: The Managing Director
Telephone: +44 (0)20 7545 8000
Facsimile: +44 (0)20 7547 5782
Financial Advisors to International Power
Morgan Stanley
20 Bank Street
London E14 4AD
Tel: 0207 425 8000
Attn: Will Sorby, Sam Barnett
Barclays
5 The North Colonnade
London E14 4BB
Tel: 0207 623 2323
Attn: Nishant Amin, Aditya Shenoy
Nomura
1 Angel Lane
London EC4R 3AB
Tel: 020 7102 1000
Attn: Oliver Tucker, Laurence O'Shaughnessy
Copies of the Scheme Document are available on the website of
IPR at www.iprplc-gdfsuez.com
Morgan Stanley is acting exclusively for IPR and no one else in
connection with the Transaction and will not be responsible to
anyone other than IPR for providing the protections afforded to the
clients of Morgan Stanley or for providing advice in connection
with the Transaction or any other matter referred to in this
document.
Barclays is acting exclusively for IPR and no one else in
relation to the Transaction and will not be responsible to anyone
other than IPR for providing the protections afforded to the
clients of Barclays or for providing advice in connection with the
Transaction or any other matter referred to in this document.
Barclays is authorised and regulated in the United Kingdom by the
FSA.
Nomura is acting exclusively for IPR and no one else in relation
to the Transaction and will not be responsible to anyone other than
IPR for providing the protections afforded to the clients of Nomura
or for providing advice in connection with the Transaction or any
other matter referred to in this document. Nomura is authorised and
regulated in the United Kingdom by the FSA.
The statements contained in this document are not to be
construed as legal, business, financial or tax advice. If you are
in any doubt about the contents of this document, you should
consult your own legal adviser, financial adviser or tax adviser
for legal, business, financial or tax advice.
No person has been authorised to make any representations on
behalf of IPR, GDF SUEZ or EBL concerning the Transaction or the
Scheme which are inconsistent with the statements contained in this
document and any such representations, if made, may not be relied
upon as having been so authorised.
The statements contained in this document are made as at the
date of this document, unless some other time is specified in
relation to them, and service of this document shall not give rise
to any implication that there has been no change in the facts set
out in this document since such date. Nothing contained in this
document shall be deemed to be a forecast, projection or estimate
of the future financial performance of IPR, except where otherwise
expressly stated. Subject to compliance with the Takeover Code,
neither IPR, GDF SUEZ nor EBL intends, or undertakes any
obligation, to update any information contained in this document,
except as required by applicable law.
If the Scheme is approved at the Court Meeting and the IPR
General Meeting, an application will be made to the London Stock
Exchange for the IPR Shares to cease to be admitted to trading on
the Main Market of the London Stock Exchange.
Information for Overseas Persons
Unless otherwise determined by EBL and IPR or required by the
Takeover Code, and permitted by applicable law and regulation, the
Transaction will not be made available, directly or indirectly, in,
into or from a jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme
by any such use, means, instrumentality or form within any
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this document and all
documents relating to the Transaction are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this document and all other documents relating to the Transaction
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
It is the responsibility of each Bondholder who is resident in,
ordinarily resident in, or a citizen of, a jurisdiction outside the
United Kingdom, to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection with the
Transaction, including the obtaining of any governmental, exchange
control or other consents which may be required, or the compliance
with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.
If EBL were to elect to implement the Transaction by means of a
takeover offer, such takeover offer will be made in compliance with
all applicable laws and regulations, including the US tender offer
rules, to the extent applicable.
Neither this document nor any of the accompanying documents are
intended to, and do not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Scheme or otherwise, in any
jurisdiction in which such offer, invitation or solicitation is
unlawful. This document and the accompanying documents have been
prepared in connection with a proposal in relation to a scheme of
arrangement pursuant to, and for the purpose of complying with, the
laws of England and Wales and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this document and the accompanying documents had been
prepared in accordance with the laws of jurisdictions outside
England and Wales. Nothing in this document or the accompanying
documents should be relied upon for any other purpose.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any paper offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm on the 10th Business Day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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