TIDMWAFR
RNS Number : 2169E
Virgata Services Ltd
05 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
FOR IMMEDIATE RELEASE
5 July 2021
LAPSE OF THE FIRM CASH OFFER
BY
VIRGATA SERVICES LIMITED
FOR
WALLS & FUTURES REIT PLC
On 8 April 2021, Virgata Services Limited ("Virgata") announced
the terms of its firm cash offer ("Offer") to acquire the entire
issued and to be issued ordinary share capital of Walls &
Futures REIT plc ("Walls & Futures"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document ("Offer Document") and form of acceptance
("Form of Acceptance") published by Virgata on 6 May 2021.
As at 1.00 p.m. on 5 July 2021 (being the acceptance deadline
for the extended Closing Date), valid acceptances had been received
from shareholders of Walls & Futures in respect of a total of
381,388 Walls & Futures Shares, representing approximately 10.2
per cent. of the issued share capital of Walls & Futures, which
Virgata may count towards the acceptance condition of the Offer. As
such, the Acceptance Condition has not been satisfied and the Offer
has now lapsed.
As the Offer has lapsed, it is no longer open to acceptances and
any accepting Walls & Futures Shareholders cease to be bound by
their acceptances.
The percentages of Walls & Futures Shares referred to in
this announcement are based upon a figure of 3,755,086 Walls &
Futures Shares in issue at close of business on 2 July 2021.
In respect of Walls & Futures Shares held in certificated
form, the Form of Acceptance, share certificate(s) and/or other
document(s) of title will be returned by post (or by such other
method as may be approved by the Panel) within 14 days of the Offer
lapsing to the person or agent whose name and address outside the
Restricted Jurisdictions is set out in the relevant box on the Form
of Acceptance or, if none is set out, to the first-named or sole
holder of his registered address outside the Restricted
Jurisdictions. No such documents will be sent to an address in any
Restricted Jurisdiction.
In respect of Walls & Futures Shares held in uncertificated
form, Neville, the Receiving Agent, will, immediately (or within
such longer period as the Panel may permit, not exceeding 14 days
after the lapsing of the Offer), give instructions to Euroclear to
transfer all Walls & Futures Shares held in escrow balances and
in relation to which it is the escrow agent for the purposes of the
Offer to the original available balances of the Walls & Futures
Shareholders concerned.
Virgata will now be subject to Rule 35.1 of the Takeover Code
save that Virgata reserves the right to make a further offer for
the entire issued and to be issued share capital of Walls &
Futures, with the consent of the Takeover Panel, in the event that:
(i) such further offer is recommended by the Board of Walls &
Futures; or (ii) a third party announces a firm intention to make
an offer for Walls & Futures; or (iii) in the other
circumstances set out in the Note on Rules 35.1 and 35.2 of the
Takeover Code.
Words and expressions defined in the Offer Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
For further information, please contact:
Virgata Services Limited
Jordi Goetstouwers Tel: +44 (0) 208 123 9740
Andrew Hilbert Tel: +44 (0) 7748 638 542
Cairn Financial Advisers LLP (financial adviser to Virgata)
James Lewis / Sandy Jamieson Tel: +44 (0) 207 213 0880
Important notice related to financial adviser
Cairn Financial Advisers LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Virgata and for no one else in connection with the
Offer or any matters referred to in this announcement and will not
be responsible to anyone other than Virgata for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
Further information
This announcement is provided for information purposes only. It
is not intended to and does not constitute or form part of, an
offer, invitation, inducement or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of or exercise rights in respect of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of any
securities pursuant to the Offer in any jurisdiction in
contravention of any applicable laws.
This announcement has been prepared for the purpose of complying
with English law and the City Code, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules 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.
Publication on websites
A copy of this announcement and the display documents required
to be published pursuant to Rule 26.1 and 26.2 of the Code will be
made available, free of charge and subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Virgata's website at www.virgatagroup.com/westminster by no later
than 12.00 noon (London time) on the business day following the
release of this announcement.
For the avoidance of doubt, neither the contents of such website
nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this
announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Neville Registrars Limited on 0121 585 1131 (+44 (0) 121
585 1131). For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Walls & Futures'
Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Walls &
Futures' Shareholders who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to overseas Walls & Futures' Shareholders will be
contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
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END
OLADKPBQNBKDNOK
(END) Dow Jones Newswires
July 05, 2021 09:46 ET (13:46 GMT)
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