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RNS Number : 3282R
Phaunos Timber Fund Limited
14 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER
OFFER OR AN OFFER OF SECURITIES.
14 June 2018
Phaunos Timber Fund Limited ("Phaunos" or the "Company")
Update on Possible Offer by Stafford
Further to the announcement made on 5 June 2018 by Stafford
Capital Partners Limited ("Stafford") regarding a possible cash
offer for the entire issued and to be issued share capital of the
Company (the "Possible Offer"), the Board of Phaunos re-iterates
its commitment to balance maximising the value from the Company's
investments with making timely returns of capital to
shareholders.
At the Annual General Meeting on 19 June 2017 a majority of
shareholders voted against continuing the Company. The Board of the
Company subsequently put forward a plan to realise the assets of
the Company in an orderly manner. Shareholders approved a revised
investment policy at an Extraordinary General Meeting held on 17
August 2017. On 10 July 2017 Stafford tendered its resignation as
Manager, effective 16 February 2018.
Since 17 August 2017, the Board has been preparing for the sale
of the asset portfolio (the "Asset Realisation Process"), assisted
by its professional advisers. The Asset Realisation Process was
launched earlier this year, led by Pöyry Capital ("Pöyry"), and it
is anticipated that initial indications of interest will be
received on or around 28 June 2018. The Asset Realisation Process
is an important component in properly understanding and assessing
the current valuation of Phaunos.
In light of the above, the Board strongly encourages parties
contacted hitherto to provide indications of interest as per the
timetable communicated to them by Pöyry.
Stafford was fully aware of the sale process and its timetable
at the time the process was launched by Pöyry and was given the
opportunity to participate, but declined to do so. Accordingly, the
Board of Phaunos considers Stafford's unsolicited approach to be
highly opportunistic given the ongoing Asset Realisation
Process.
The Board confirms that there has been no engagement with
Stafford or its advisers since the announcement of the Possible
Offer, nor has Stafford proposed any such engagement.
The Board urges shareholders to take no action at this time in
relation to the Possible Offer and will make a further
announcement, including in relation to its views on the value of
the Possible Offer, in due course.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code"), requires that Stafford, by not later than 5.00 p.m. on 3
July 2018, either announces a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or announces
that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended with the consent of
the Panel in accordance with Rule 2.6(c) of the Code.
Enquiries:
Phaunos Timber Fund Limited
Richard Boléat (Chairman) +44 (0)1534 625522
Evercore Partners International LLP
(Financial Adviser)
Julian Oakley
Julien Baril +44 (0)20 7653 6000
Winterflood Investment Trusts (Corporate
Broker)
Joe Winkley
Neil Langford +44 (0)20 3100 0000
Rule 26.1 Disclosures
In accordance with Rule 26.1 of the Code, a copy of this
announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available on
Phaunos's website at http://www.phaunostimber.com/announcements/ by
no later than 12 noon (London time) on the business day following
the release of this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement. The person responsible for
arranging for the release of this announcement on behalf of Phaunos
is Vistra Guernsey (acting as Company Secretary).
Important Notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. 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 laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser for Phaunos
Timber Fund and no one else in connection with the matters set out
in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Phaunos Timber Fund for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to any matter referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract or in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained therein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts
any responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Phaunos Timber Fund or
the matters described in this announcement. To the fullest extent
permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this
announcement or any statement contained therein.
Winterflood Securities Limited ("Winterflood"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as corporate broker to Phaunos Timber
Fund and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Phaunos Timber Fund for providing
the protections afforded to clients of Winterflood, nor for
providing advice in relation to any matter referred to herein.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 (London time) 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
securities exchange 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 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
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