TIDMSUH
RNS Number : 0683C
FB Investors LLP
17 January 2018
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 OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
17 January 2018
RECOMMENDED PARTIAL CASH OFFER
by
FB INVESTORS LLP
for up to 67,393,960 ordinary shares, representing 70 per cent.
of the issued ordinary share capital, of
SUTTON HARBOUR HOLDINGS PLC
Partial Offer closed
1. Background
On 23 November 2017, FB Investors LLP ("FB Investors") and
Sutton Harbour Holdings plc ("SHH") jointly announced they had
reached agreement on the terms of a recommended partial cash offer
to be made by FB Investors to acquire up to 67,393,960 SHH Shares,
representing 70 per cent. of the issued ordinary share capital of
SHH, by way of a contractual offer under the Takeover Code at a
price of 29.5 pence per SHH Share (the "Partial Offer").
The full terms and conditions of the Partial Offer and the
procedures for approval and acceptance of the Partial Offer were
set out in the offer document dated 7 December 2017 (the "Partial
Offer Document").
The Partial Offer was declared wholly unconditional on 3 January
2018.
The Partial Offer has now closed and is no longer open for
acceptances.
2. Level of acceptances, scaling back and settlement
The Partial Offer has been over-accepted. Scaling back of
acceptances received in excess of a SHH Shareholder's Relevant
Percentage will now take place. An announcement of the final level
of acceptances and the scaling back calculation will be made no
later than 48 hours after the closing of the Offer (i.e. by 1.00
p.m. on 18 January 2018). Settlement of the consideration to which
any SHH Shareholder is entitled under the Partial Offer will also
be effected by this time.
3. General
Unless otherwise defined in this Announcement, capitalised terms
defined in the Partial Offer Document have the same meanings in
this Announcement.
This Announcement should be read by SHH Shareholders in
conjunction with the Partial Offer Document.
Enquiries:
FB Investors LLP via WH Ireland Limited
Philip Beinhaker
WH Ireland Limited
(Financial adviser to FB
Investors)
Mike Coe / Ed Allsopp 0117 945 3472
Sutton Harbour Holdings plc
Graham Miller, Chairman
Jason Schofield, Chief Executive
Officer 01752 204 186
Rothschild
(Financial adviser to Sutton
Harbour Holdings plc)
John Byrne / Andrew Graham
/ Tom Palmer 0207 280 5000
Arden Partners plc (Nominated
Adviser to Sutton Harbour
Holdings plc)
John Llewellyn-Lloyd / Benjamin
Cryer 0207 614 5900
DCA (Financial PR to Sutton
Harbour Holdings plc)
Philip Ranger 07768 534 641
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FB Investors and
no-one else in connection with the Partial Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than FB Investors for providing the protections
afforded to clients of WH Ireland or for providing advice in
relation to the Partial Offer, the contents of this Announcement or
any other matter referred to in this Announcement. WH Ireland has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name in the form and context
in which it appears.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
SHH and no-one else in connection with the Partial Offer and other
matters described in this Announcement, and will not be responsible
to anyone other than SHH for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the
Partial Offer, the contents of this Announcement or any other
matter referred to herein. Rothschild has given, and not withdrawn,
its consent to the inclusion in this Announcement of the references
to its name and the advice it has given to SHH in the form and
context in which they appear.
Arden Partners plc ("Arden Partners"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as nominated adviser to SHH and no-one else
in connection with the Partial Offer and other matters described in
this Announcement, and will not be responsible to anyone other than
SHH for providing the protections afforded to clients of Arden
Partners or for providing advice in relation to the Partial Offer,
the contents of this Announcement or any other matter referred to
herein. Arden Partners has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name in
the form and context in which it appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.
Publication of this Announcement and availability of hard
copies
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on SHH's website at www.suttonharbourholdings.co.uk
and on FB Investors' website at www.fbllp.co.uk by no later than 12
noon on the Business Day following the date of this
Announcement.
Neither the content of FB Investors' nor SHH's websites nor the
content of any websites accessible from hyperlinks on such websites
(or any other websites) are incorporated into, or form part of,
this Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
SHH Shareholders outside the United Kingdom
The release, publication and distribution of this Announcement
in jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this
Announcement comes should inform themselves about and observe any
such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Partial Offer disclaim any responsibility
or liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Partial Offer
Document, the Form of Acceptance, the Form of Approval and/or any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons in such Restricted
Jurisdictions receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may violate the laws of such
jurisdictions and may make invalid any purported acceptance or
approval of the Partial Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Partial Offer by SHH
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other tax laws.
Each SHH Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Partial Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange, the AIM
Rules and the Takeover 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 England and Wales.
The Partial Offer has been made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, New
Zealand, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and the Partial Offer will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction. Accordingly, copies of
this Announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, New Zealand, Japan, South Africa or any other Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may violate the
laws of such jurisdictions and may make invalid any purported
acceptance of the Partial Offer by persons in any such
jurisdiction.
Status of Announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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