TIDMPCH
RNS Number : 9849L
Middlewich Limited
10 July 2014
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.
RECOMMENDED CASH offer by
Middlewich LIMITED
FOR
Pochin's PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 12 June 2014, Middlewich announced a recommended cash offer
for the entire issued and to be issued share capital of
Pochin's.
The full terms and conditions of the Offer and the procedure for
acceptance were set out in the Offer Document dated and posted to
Pochin's Shareholders on 12 June 2014 (the "Offer Document").
On 7 July 2014, Pochin's announced that the Resolution, the
passing of which was a condition of the Offer, had been duly passed
on a poll at the Extraordinary General Meeting of Independent
Shareholders held earlier that day.
On 8 July 2014, Middlewich announced that the Offer had become
unconditional as to acceptances.
Offer Unconditional in all respects
Middlewich is pleased to announce that each of the conditions to
the Offer, as set out in the Offer Document, has been satisfied or
waived and accordingly the Offer is now declared unconditional in
all respects.
As noted in the announcement made by Middlewich on 8 July 2014,
the Offer will remain open for acceptances until further notice,
upon the terms set out in the Offer Document, and at least 14 days
notice will be given by an announcement before the Offer is
closed.
Pochin's Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
In order to accept the Offer, Pochin's Shareholders who hold
their Pochin's Shares in certificated form (that is, not in CREST)
should complete, in accordance with the instructions printed on it,
sign and return the Form of Acceptance (together with their share
certificate(s) and any other documents of title) as soon as
possible to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen B63 3DA. The procedure for acceptance of the Offer in
respect of certificated Pochin's Shares is set out in paragraph
15(a) of the letter from Middlewich which forms Part 2 of the Offer
Document and Section C of Appendix I to the Offer Document and in
the Form of Acceptance.
In order to accept the Offer, Pochin's Shareholders who hold
their Pochin's Shares in uncertificated form (that is, in CREST),
should make their acceptance electronically through CREST so that
the TTE instruction(s) settle(s) as soon as possible. CREST
sponsored member(s) should refer to their CREST sponsor before
taking any action since only the CREST sponsor will be able to send
the TTE Instruction(s) to Euroclear in relation to Pochin's Shares
in uncertificated form. The procedure for acceptance of the Offer
in respect of uncertificated Pochin's Shares is set out in
paragraph 15(b) of the letter from Middlewich which forms Part 2 of
Offer Document and Section D of Appendix I to the Offer
Document.
Settlement of consideration
Settlement of the relevant consideration due under the Offer
will be despatched on or before 24 July 2014 in respect of Pochin's
Shares for which acceptances of the Offer, valid and complete in
all respects, have already been received as at the date of this
announcement. In the case of acceptances received valid and
complete in all respects, after today's date and while the Offer
remains open for acceptance, settlement of such consideration will
be despatched within 14 days of receipt of such acceptance.
Compulsory Acquisition Notices, Delisting and Cancellation of
trading in Pochin's Shares
As set out in the announcement made by Middlewich on 8 July
2014, as at 1.00 p.m. on 7 July 2014 Middlewich had received valid
acceptances in respect of, in aggregate 19,046,112 Pochin's Shares,
representing approximately 91.6 per cent. of the existing issued
share capital of Pochin's. Accordingly, with the Offer having now
been declared unconditional in all respects, compulsory acquisition
notices will be despatched in due course to Pochin's Shareholders
who have not accepted the Offer.
Middlewich confirms that, having now acquired more than 75 per
cent. of the existing issued share capital of Pochin's, it has
requested that the directors of Pochin's apply to the UK Listing
Authority for the cancellation of the listing of Pochin's Shares on
the premium listing segment of the Official List and to the London
Stock Exchange for the cancellation of the trading in Pochin's
Shares on the main market of the London Stock Exchange. It is
expected that cancellation of listing and of trading will take
effect no earlier than 20 business days following the date of this
announcement.
Further Information
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
Middlewich Limited Tel: 01606 833
333
James Nicholson
BDO LLP, Financial Adviser to Middlewich Tel: 020 7486
5888
John Stephan
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Middlewich, as financial adviser in relation to the Offer, and is
not acting for or advising any other person and accordingly will
not be responsible to any person other than Middlewich for
providing the protections afforded to the clients of BDO LLP or for
providing advice in relation to the contents of this announcement
or any offer or arrangement referred to herein or in the Offer
Document and Form of Acceptance. Neither BDO LLP nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect and whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BDO LLP in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
buy or invitation to sell or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor will there be any purchase or transfer of the securities
referred to in this announcement in any jurisdiction in
contravention of applicable law or regulation. The Offer is being
made solely through the Offer Document and, in the case of
certificated Pochin's Shares, the Form of Acceptance accompanying
the Offer Document, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on
the basis of the information in the Offer Document and, in the case
of certificated Pochin's Shares, the Form of Acceptance.
Overseas jurisdictions
The Offer is not being made, directly or indirectly, and
securities of Pochin's are not being accepted for purchase from or
on behalf of any Pochin's Shareholder, in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of the
Offer Document.
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. Pochin's Shareholders who are
in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
In particular the Offer is not being made, directly or
indirectly, in or into, or by the use of the mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including, without limitation, nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law 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 the United Kingdom.
The B Shares have not been, and will not be, listed on any stock
exchange or registered under the US Securities Act or under the
securities laws of any jurisdiction of the United States; the
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada;
no prospectus in relation to the B Shares has been, or will be,
lodged with, or registered by, the Australian Securities and
Investments Commission; and no steps have been, or will be, taken
to enable the B Shares to be offered in compliance with the
applicable securities laws of any state, province, territory or
jurisdiction of any Restricted Jurisdiction or any other country or
jurisdiction outside the United Kingdom. Accordingly, the B Shares
are not being, nor (unless an exemption under relevant securities
laws is applicable) can they be, offered, sold, resold or
delivered, directly or indirectly, in or into or from any
Restricted Jurisdiction or to, or for the account or benefit of,
any US person (as defined in the US Securities Act) or any
resident, citizen or national of any Restricted Jurisdiction.
Publication on websites
A copy of this announcement will be available for inspection
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Middlewich's website at
www.middlewichlimited.co.uk and Pochin's website at
www.pochins.plc.uk during the course of the Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement or the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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