TIDMHSTN TIDMIMPT
RNS Number : 2609A
Hansteen Holdings plc
23 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
RECOMMED CASH OFFER
BY HANSTEEN HOLDINGS PLC
FOR
INDUSTRIAL MULTI PROPERTY TRUST PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
23 March 2017
1. Introduction
On 17 February 2017, the Hansteen Directors and the IMPT
Independent Directors announced that they had reached agreement on
the terms of a recommended all cash offer pursuant to which
Hansteen would offer to acquire the entire issued ordinary share
capital of IMPT, to be implemented by way of a takeover offer under
under Chapter 1 of Part 28 of the Companies Act 2006.
On 22 February 2017, Hansteen published its offer document
containing the full terms and conditions of the Offer and the
procedures for its acceptance, together with the related Forms of
Acceptance, to IMPT Shareholders.
On 15 March 2017, Hansteen announced that it extended the period
for acceptance of the Offer to 1:00 pm (London time) on 22 March
2017.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
2. Level of acceptances
As at 1:00 pm (London time) on 22 March 2017, Hansteen had
received valid acceptances of its Offer in respect of 2,500,657
IMPT Shares, representing approximately 29.73 per cent. of the
current issued share capital of IMPT, which Hansteen may count
towards the satisfaction of the Acceptance Condition. Of these,
acceptances have been received in respect of 70,400 IMPT Shares,
representing approximately 0.84 per cent. of the current issued
share capital of IMPT, pursuant to the terms of certain irrevocable
undertakings given by certain IMPT Shareholders in connection with
the Offer.
In addition, Hansteen has acquired and settled 1,836,075 IMPT
Shares, representing approximately 21.83 per cent. of the current
issued share capital of IMPT.
Accordingly, Hansteen either holds or has received valid
acceptances of its Offer in respect of a total of 4,336,732 IMPT
Shares, representing approximately 51.56 per cent. of the current
issued share capital of IMPT which it may count towards
satisfaction of the Acceptance Condition.
The percentage holdings of IMPT Shares referred to in this
announcement are based on there being a total of 8,409,520 IMPT
Shares in issue.
In light of the above, Hansteen has decided to reduce the
Acceptance Condition to 51 per cent.. In accordance with the level
of acceptances set out above, Hansteen is pleased to announce that
the Acceptance Condition has been satisfied and, accordingly, that
the Offer has become unconditional as to acceptances.
3. Offer unconditional in all respects
As the Offer has been declared unconditional as to acceptances
and no other Conditions remain outstanding, Hansteen is pleased to
declare that the Offer is now unconditional in all respects.
4. Interests in IMPT Shares
Save as disclosed above, as at 1:00 pm (London time) on 22 March
2017 none of Hansteen nor any of the Hansteen Directors, nor (so
far as the Hansteen Directors are aware having made due and careful
enquiry) any person acting, or deemed to be acting, in concert with
Hansteen:
(a) had an interest in, or right to subscribe for, relevant securities of IMPT;
(b) had any short position in (whether conditional or absolute
and whether in the 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 of, relevant securities of IMPT;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Offer in
respect of relevant securities of IMPT; or
(d) had borrowed or lent any IMPT Shares.
Furthermore, no arrangement exists between Hansteen, nor (so far
as the Hansteen Directors are aware having made due and careful
enquiry) any person acting, or deemed to be acting, in concert with
Hansteen in relation to IMPT Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to IMPT Shares which may be an inducement to deal
or refrain from dealing in such securities.
5. Consideration
Settlement of the consideration to which any IMPT Shareholder is
entitled under the Offer is expected to be effected (i) in the case
of acceptances received, complete in all respects, by the date of
this announcement, within 14 calendar days of today's date; and
(ii) in the case of acceptances received, complete in all respects,
after such date but while the Offer remains open for acceptance,
within 14 calendar days of such receipt and in either case in the
manner described in paragraph 10 of Part II of the Offer
Document.
6. Action to be taken by IMPT Shareholders
The Offer will remain open for acceptances until further notice.
At least 14 day's notice will be given before the closing of the
Offer to those IMPT Shareholders who have not at the date of that
notice accepted the Offer.
IMPT Shareholders who have not yet accepted the Offer are urged
to do so without delay:
(1) If you hold IMPT Shares in certificated form (that is, not
in CREST), you must complete a Form of Acceptance in accordance
with the instructions printed thereon and return it to the
Receiving Agent, Capita Asset Services (along with any appropriate
share certificate(s) and/or other document(s) of title) as soon as
possible in accordance with the procedures set out in the Form of
Acceptance and Section C of Part III of the Offer Document.
(2) If you hold IMPT Shares in uncertificated form (that is, in
CREST), you should follow the procedures for electronic acceptance
through CREST so that a relevant TTE instruction settles as soon as
possible in accordance with the procedures set out in Section D of
Part III of the Offer Document. If you hold your IMPT Shares as a
CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear in relation to your IMPT Shares.
7. General
Subject to certain restrictions relating to persons in
Restricted Jurisdictions, the Offer Document and a specimen Form of
Acceptance are available on the Hansteen website at
www.hansteen.co.uk/investors/offer-documents and on the IMPT
website at www.industrialmultipropertytrust.com/offer/#. Further
copies of the Offer Document and the Form of Acceptance may be
obtained by contacting the Receiving Agent, Capita Asset Services,
on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Different charges may
apply to calls from mobile telephones. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. If requested, copies will be provided, free of
charge, within two business days of the request.
Enquiries:
Peel Hunt Tel: +44 (0) 20 7418 8900
(Sole Financial Adviser and Broker to Hansteen)
Capel Irwin
James Britton
Tavistock Tel: +44 (0) 20 7920 3150
(PR Adviser to Hansteen)
Jeremy Carey
Important Notices relating to Financial Advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for
Hansteen and no one else in connection with the Offer and will not
be responsible to anyone other than Hansteen for providing the
protections afforded to its clients or for providing advice in
connection with the Offer or any other matter referred to herein or
in the Offer Document.
Further Information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form any part of, any
offer to sell or subscribe for or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, or the solicitation of an offer to buy securities,
pursuant to the Offer or otherwise, nor shall there be any sale,
issuance or transfer of securities by IMPT or Hansteen pursuant to
the Offer in any jurisdiction in contravention of applicable laws.
The Offer will be effected solely through the Offer Document and,
in respect of IMPT Shares held in certificated form, the Form of
Acceptance, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in those
documents. IMPT Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
dispatched.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any such persons should inform themselves
about and observe any applicable legal or regulatory requirements
in their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to overseas shareholders will be contained in the Offer
Document.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including, without limitation, any
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Unless otherwise determined by the offeror
or required by the City Code, and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly
or indirectly, in or into or from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by IMPT Shareholders
may be a taxable transaction under applicable national, state or
local, as well as foreign and other, tax laws. Each IMPT
Shareholder is urged to consult its independent professional
adviser regarding the tax consequences of accepting the Offer.
This announcement has been prepared in compliance with English
law, the rules of the London Stock Exchange and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England and Wales.
Information relating to IMPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IMPT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IMPT may be provided to Hansteen during the offer period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at
www.hansteen.co.uk/investors/offer-documents and
www.industrialmultipropertytrust.com/offer/# in each case, by no
later than 12 noon (London time) on the Business Day following the
publication of this announcement. For the avoidance of doubt,
neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Hansteen's or IMPT's websites (or any other website)
is incorporated into, or forms part of, this announcement.
Availability of hard copies
An IMPT Shareholder may request hard copies of any document
published on IMPT's or Hansteen's website (including this
announcement) in connection with the Offer by requesting this from
either Hansteen by contacting Richard Lowes, Finance Director, at
Hansteen Holdings PLC, 1st Floor Pegasus House, 3743 Sackville
Street, London W1S 3DL or telephone number +44 (0) 207 408 7000; or
IMPT by contacting Philip Scales at Industrial Multi Property Trust
PLC c/o FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle
of Man IM1 1AP or +44 (0) 1624 681 250.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different places within this
announcement may vary slightly and figures shown as totals in this
announcement may not be an arithmetic aggregation of the figures
that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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