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RNS Number : 2359W
Stafford Capital Partners Limited
31 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
31 July 2018
All-Cash Offer
for
Phaunos Timber Fund Limited ("Phaunos")
by
Mahogany Bidco Limited ("Stafford Bidco")
a company ultimately controlled by
Stafford Capital Partners Limited ("Stafford")
Publication of Offer Document
On 3 July 2018, Stafford Bidco, a company wholly-owned by
Stafford International Timberland Fund VIII and ultimately
controlled by Stafford, announced an all-cash offer for Phaunos by
Stafford Bidco, on behalf of Stafford International Timberland Fund
VIII, pursuant to which Stafford Bidco would acquire the entire
issued and to be issued share capital of Phaunos not already
directly or indirectly owned by it or its concert parties (the
"Offer").
Stafford Bidco announces that the offer document, which contains
the terms and conditions of the Offer and the procedures for
acceptance (the "Offer Document") is being posted today, together
with the related Forms of Acceptance (in respect of Phaunos Shares
held in certificated form), to Phaunos Shareholders. The Offer is
to be implemented by way of a takeover offer under Part XVIII of
the Companies Law and in accordance with the Code.
The First Closing Date of the Offer is 1.00 p.m. (London time)
on 21 August 2018.
To accept the Offer in respect of Phaunos Shares held in
certificated form (that is, not in CREST), you should complete and
return the Form of Acceptance so as to be received by no later than
1.00 p.m. (London time) on 21 August 2018 in accordance with the
procedure set out in the Form of Acceptance and Section C of Part
II of the Offer Document.
To accept the Offer in respect of Phaunos Shares held in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs by no later than 1.00 p.m. (London time) on 21
August 2018 in accordance with the procedure set out in Section D
of Part II of the Offer Document. If you are 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(s) to
Euroclear.
The Offer Document will be available on Stafford's website at
www.staffordcp.com up to and including the end of the Offer.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the Receiving Agent, Computershare,
on 0370 707 1011 (from within the UK) or on +44 370 707 1011 (if
calling from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (excluding UK public holidays).
Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice. If
requested, copies will be provided, free of charge, within two
business days of the request.
Unless otherwise stated, defined terms used but not defined in
this announcement have the meanings set out in the Offer
Document.
Enquiries:
Stafford +44 (0) 20 7535 4915
Stephen Addicott
Lancea LLP (Financial Adviser to Stafford) +44 (0) 20 3301 8000
Peter Thickett
Important notice
Lancea LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Stafford and Stafford Bidco and for no one else in connection with
the Offer and will not be responsible to anyone other than Stafford
and Stafford Bidco for providing the protections afforded to its
clients or for providing advice in connection with the Offer.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an 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, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of Phaunos in any
jurisdiction in contravention of applicable law. The Offer is being
made solely by means of the Offer Document and, in respect of
Phaunos Shares held in certificated form, the Form of Acceptance,
which contains the full terms and conditions of the Offer,
including details of how to accept the Offer. Any approval,
decision or other response to the Offer should be made only on the
basis of the information in the Offer Document and, in respect of
Phaunos Shares held in certificated form, the Form of Acceptance.
Phaunos Shareholders are strongly advised to read the formal
documentation in relation to the Offer and to consult their
independent professional adviser immediately regarding any
applicable tax consequences of the Offer.
Overseas jurisdictions
This announcement has been prepared in accordance with English
law, Guernsey law and the Code, and the information disclosed may
not be the same as that which would have been disclosed in
accordance with the laws of jurisdictions outside England and
Guernsey. The statements contained in this announcement are made as
at the date of this announcement, unless some other time is
specified in relation to them, and there shall be no implication
that there has been no change in the facts set forth in this
announcement since such date
The release, publication or distribution of this announcement
and the availability of the Offer in or into jurisdictions other
than the United Kingdom and Guernsey may be affected by the laws
and regulations of those jurisdictions. Persons who are not
resident in the United Kingdom or Guernsey, or who are subject to
the laws of any jurisdiction other than the United Kingdom or
Guernsey, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Offer Document, the Form of
Acceptance or any other formal documentation relating to the Offer
to any jurisdiction outside the United Kingdom or Guernsey should
refrain from doing so and seek appropriate professional advice
before taking any action. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility and liability for
the violation of such restrictions by any person. Further details
in relation to Overseas Shareholders are contained in the Offer
Document.
The Offer is not being made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and no person may accept the Offer by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement, the Offer
Document, the Form of Acceptance and any other formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this
announcement (including custodians, nominees and trustees) must not
distribute or send it into or from a Restricted Jurisdiction.
US shareholders
The Offer is for securities of a company domiciled in Guernsey
and Phaunos Shareholders in the United States should be aware that
this announcement, the Offer Document, the Form of Acceptance and
any other formal documentation relating to the Offer have been or
will be prepared in accordance with English law, Guernsey law and
the Code and applicable disclosure requirements, format and style
thereunder, all of which differ from those in the United
States.
The Offer is being made in the United States pursuant to
applicable US tender offer rules, including Regulation 14E under
the Exchange Act, and securities laws and otherwise in accordance
with the requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange, the FCA and the GFSC.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United
States domestic tender offer procedures and law. The Offer is being
made in the United States by Stafford Bidco and no one else.
Neither the US Securities Exchange Commission nor any US state
securities commission has approved or disapproved the Offer or
passed upon the adequacy or completeness of this announcement. It
may be difficult for US holders of Phaunos securities to enforce
their rights under and any claim arising out of the US federal
securities laws, since Stafford Bidco and Phaunos are located
outside the United States, and some or all of their officers and
directors may be resident outside the United States. US Phaunos
Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement and a US court may lack jurisdiction over such
persons.
The receipt of cash pursuant to the Offer may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Phaunos Shareholders are urged to consult with their own legal, tax
and financial advisers in connection with making a decision
regarding the Offer.
To the fullest extent permitted by applicable law, in accordance
with, and to the extent permitted by, the Code and normal UK market
practice, Stafford Bidco or nominees or brokers of Stafford Bidco
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase,
Phaunos Shares or other Phaunos securities other than pursuant to
the Offer at any time prior to completion of the Offer. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable requirements of the Code, the Listing Rules and
Regulation 14E under the US Exchange Act including Rule 14e-5, to
the extent applicable. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed on a next day basis to
the Panel and will be available from any Regulatory Information
Service, including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com. To the extent that
such information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Cautionary notes regarding forward-looking statements
This announcement, oral statements made regarding the Offer, and
other information published by Stafford contain statements which
are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Stafford about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include, among others, statements relating to the potential
exposure of Phaunos to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions.
Although Stafford believes that the expectations reflected in
such forward-looking statements are reasonable, Stafford can give
no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. All forward-looking
statements contained in this announcement are expressly qualified
in their entirety by the cautionary notes contained or referred to
in this section, and you are cautioned not to place undue reliance
on these forward-looking statements..
Neither Stafford nor any of its associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur.
Other than in accordance with their legal or regulatory
obligations, Stafford is under no obligation, and Stafford
expressly disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
No statement in this announcement is intended as a profit
forecast or profit estimate.
Disclosure requirements of 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 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.
Rule 26 disclosure
In accordance with Rule 26 of the Code, a copy of this
announcement will be available at www.staffordcp.com by no later
than 12 noon (London time) on 1 August 2018.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Availability of hard copies
You may request a hard copy of this announcement by contacting
the Receiving Agent, Computershare, on 0370 707 1011 (from within
the UK) or on +44 370 707 1011 (if calling from outside the UK).
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. A hard copy of this announcement will not be sent
to you unless so requested.
Copies of this announcement, the Offer Document and any other
document relating to the Offer may not be mailed, distributed,
forwarded or otherwise transmitted or made available in, into or
from any jurisdiction where this would violate applicable law
(including by custodians, nominees and trustees).
Information relating to Phaunos Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Phaunos Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Phaunos may be provided to Stafford Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code as required to comply with Rule 2.11(c) of the
Code.
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
ODPEAAXEDFFPEAF
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