TIDMNTBR
RNS Number : 6195Q
Cedarvale Holdings Ltd
22 October 2019
FOR IMMEDIATE RELEASE
22 October 2019
TENDER OFFER DECLARED UNCONDITIONAL; TENDER OFFER IS OPEN UNTIL
1.00 P.M. ON 24 OCTOBER 2019
Cedarvale Holdings Ltd ("Cedarvale") is pleased to confirm that
the Minimum Tender Condition has been satisfied with respect to its
tender offer to purchase up to 5,400,000 shares in the capital of
Northern Bear plc at 72 pence per share, which represents a 20.0%
premium above the closing bid price immediately preceding
Cedarvale's initial Announcement. Accordingly, the Tender Offer is
declared unconditional with respect to acceptances. The tender
offer is open until 1.00 p.m. on 24 October 2019.
The full terms and conditions of the Tender Offer and the
procedures for acceptance are set out in the tender offer document
published by Cedarvale on 3 October 2019 (the "Tender Offer
Document"). Terms defined in the Tender Offer Document have the
same meaning in this announcement. Northern Bear Shareholders who
wish to accept the Tender Offer are urged to do so as soon as
possible, and in any event, before the Tender Offer closes at 1.00
p.m. on 24 October 2019.
Procedure for Tendering
(a) Northern Bear Shareholders who hold Northern Bear Shares in
uncertificated form, i.e. electronically in CREST, must follow the
procedure set out in the "shares held in uncertificated form"
paragraph below;
(b) Northern Bear Shareholders who hold Northern Bear Shares in
certificated form, i.e. in paper form, must complete and return the
Tender Form in accordance with the instructions set out in "shares
held in certificated form" paragraph below, and the instructions
printed on the Tender Form. The below instructions should be read
together with the notes on the Tender Form.
(c) If you hold Northern Bear Shares in both certificated and
uncertificated forms, you should complete a Tender Form in respect
of the Northern Bear Shares held in certificated form and send a
TTE Instruction in respect of the Northern Bear Shares held in
uncertificated form.
(d) Northern Bear Shareholders who do not wish to tender any
Northern Bear Shares under the Tender Offer should take no action,
either in relation to the Tender Form or the sending of a TTE
Instruction.
How to Tender if You Hold Shares in Uncertificated Form (i.e.
electronically in CREST)
If the Northern Bear Shares which you wish to tender are held in
uncertificated form, you must take (or procure to be taken) the
action set out below to transfer (by means of a TTE Instruction)
the number of Northern Bear Shares which you wish to Tender under
the Tender Offer to an escrow balance, specifying Neville
Registrars, (in its capacity as a CREST receiving agent under its
participant ID 7RA11 and member account NORTHERN referred to below)
as the Escrow Agent, as soon as possible and in any event so that
the transfer to escrow settles by not later than the Closing Date
being 1.00 p.m. on 24 October 2019. If you are a CREST sponsored
member, you should refer to your CREST sponsor before taking any
action. Your CREST sponsor will be able to confirm details of your
participant ID and the member account ID under which your Northern
Bear Shares are held. In addition, only your CREST sponsor will be
able to send the TTE Instruction to Euroclear in relation to the
Northern Bear Shares which you wish to tender. You should send (or,
if you are a CREST sponsored member, procure that your CREST
sponsor sends) a TTE Instruction to Euroclear which must be
properly authenticated in accordance with Euroclear's
specifications and which must contain, in addition to other
information that is required for the TTE Instruction to settle in
CREST, the following details:
-- the number of Northern Bear Shares to be transferred to an escrow balance;
-- your member account ID;
-- your participant ID;
-- the participant ID of the Escrow Agent, this is: 7RA11;
-- the member account ID of the Escrow Agent, this is: NORTHERN;
-- the corporate action number for the Tender Offer. This is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST;
-- a contact name and telephone number inserted in the shared note field;
-- the intended settlement date. This should be as soon as
possible and, in any event, not later than the Closing Date being
1.00 p.m. on 24 October 2019;
-- the Corporate Action ISIN. This is GB00B19FLM15; and
-- input with standard TTE Instruction of priority 80.
By sending a TTE Instruction, you irrevocably authorise and
instruct the Receiving Agent to undertake all necessary steps and
actions in order to complete and settle your acceptance of the
Tender Offer on your behalf. After settlement of the TTE
Instruction, you will not be able to access the Northern Bear
Shares concerned in CREST for any transaction or for charging
purposes, notwithstanding that they will be held by the Escrow
Agent for the Tender Offer until completion or lapsing of the
Tender Offer. If the Tender Offer becomes unconditional, the
Receiving Agent will collect the Northern Bear Shares in escrow
which have been tendered for onward transfer to Cedarvale. You are
recommended to refer to the CREST Manual published by Euroclear for
further information on the CREST procedures outlined above. You
should note that Euroclear does not make available special
procedures, in CREST, for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE Instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your CREST
sponsor) to enable a TTE Instruction relating to your Northern Bear
Shares to settle prior to the Closing Date being 1.00 p.m. on 24
October 2019. In this connection you are referred in particular to
those sections of the CREST Manual concerning practical limitations
of the CREST system and timings. You are reminded that the Tender
Offer closes at 1.00 p.m. on 24 October 2019, the Closing Date. The
Tender Offer will only be available to Northern Bear Shareholders
who are on the Register at 6.00 p.m. on the Record Date and in
respect of the number of Northern Bear Shares held by such Northern
Bear Shareholders as at that date. An appropriate announcement will
be made if any of the details contained in this paragraph are
altered for any reason.
How to Tender if You Hold Shares in Certificated Form (i.e.
shares held in paper form)
If the Northern Bear Shares which you wish to tender are held in
certificated form, you should complete the enclosed Tender Form and
return it together with the original certificate(s) and/or any
other forms of title. The completed and signed Tender Form should
be sent either by post or by hand during normal business hours only
to Neville Registrars Limited, whose office is at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD, as soon as
possible, and in any event, so as to be received not later than 1pm
on the Closing Date being 1.00 p.m. on 24 October 2019. No Tenders
received after that time will be accepted. No acknowledgement of
receipt of documents will be given. Any Tender Form received in an
envelope postmarked in any Restricted Jurisdiction or otherwise
appearing to the director of Cedarvale or its agents to have been
sent from Restricted Jurisdictions may be rejected as an invalid
tender. For further information on Overseas Shareholders, see the
section headed "Overseas Shareholders" in the Tender Offer
Document. The completed and signed Tender Form should be
accompanied by the relevant share certificate(s) and/or other
document(s) of title. If your share certificate(s) and/or other
document(s) of title are not readily available (for example, if
they are with your stockbroker, bank or other agent) or are lost,
the Tender Form should nevertheless be completed, signed and
returned as described above so as to be received by the Receiving
Agent as soon as possible, and in any event, so as to be received
not later than 1pm on the Closing Date being 1.00 p.m. on 24
October 2019, together with any share certificate(s) and/or
document(s) of title that you may have available. In respect of
those Northern Bear Shares for which your certificate(s) is/are
unavailable, you should complete a letter of indemnity, which can
be obtained by writing to Northern Bear's registrar, Link Asset
Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by first
telephoning 0371 664 0445 or, if telephoning from outside the UK,
on +44 371 664 0445. The completed indemnity should be returned to
Northern Bear's registrar, who also should be instructed at the
time of completing the indemnity to send the resulting new share
certificate to the Receiving Agent, in order to accompany your
completed Tender Form.
Where to Find Help
If you have any queries relating to the procedure for tendering,
please contact the Receiving Agent, Neville Registrars Limited, on
0121 585 1131 or, if telephoning from outside the UK, on +44 121
585 1131. Calls are chargeable at your network provider's standard
rate, and may be included within certain allowances. Calls from
outside the UK are chargeable at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. Lines are open from 9.00 a.m. until 5.00 p.m.
(London time) Monday to Friday (excluding UK public holidays). The
helpline cannot provide advice on the merits of the Tender Offer
nor give any financial, legal or tax advice. You also may email the
Receiving Agent at info@nevilleregistrars.co.uk.
Enquiries:
Arden Partners plc
Tel: 020 7614 5900
Ciaran Walsh
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENPGGPAUUPBGQG
(END) Dow Jones Newswires
October 22, 2019 02:00 ET (06:00 GMT)
Northern Bear (LSE:NTBR)
Historical Stock Chart
From Apr 2024 to May 2024
Northern Bear (LSE:NTBR)
Historical Stock Chart
From May 2023 to May 2024