TIDMHSTN TIDMARTL TIDMIMPT
RNS Number : 3145D
Hansteen Holdings plc
25 April 2017
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
INCREASED CASH OFFER
BY HANSTEEN HOLDINGS PLC
FOR
INDUSTRIAL MULTI PROPERTY TRUST PLC
25 April 2017
1. Increased Offer
The board of Hansteen Holdings PLC ("Hansteen") announces that
it has increased the price payable in respect of the recommended
cash offer made by Hansteen for the entire issued and to be issued
ordinary share capital of Industrial Multi Property Trust PLC
("IMPT") (the "Increased Offer").
Under the terms of the Increased Offer, IMPT Shareholders will
be entitled to receive:
For each IMPT Share 330 pence in cash
The Increased Offer represents an increase of 10 per cent. to
the original recommended offer price of 300p per IMPT Share
pursuant to the Original Offer (as defined in paragraph 7 below).
The Original Offer was unanimously recommended by the IMPT
Independent Directors and has already succeeded. Hansteen declared
the Original Offer unconditional in all respects on 23 March 2017
as it held (or had received valid acceptances in relation to the
Original Offer of) in excess of 50 per cent. of the issued share
capital of IMPT on that date.
2. Alpha Real Trust Limited and Antler Investment Holdings Limited
Alpha Real Trust Limited ("ART") and Antler Investment Holdings
Limited ("Antler") are IMPT's two largest minority shareholders
who, together with their nominees, hold 1,596,543 and 641,568 IMPT
Shares, respectively, representing approximately 26.61 per cent. in
aggregate of the current issued share capital of IMPT (the "ART and
Antler Shareholdings").
Hansteen has received irrevocable undertakings from each of ART
and Antler pursuant to which ART and Antler shall sell, or procure
the sale, to Hansteen (or its nominee) of the ART and Antler
Shareholdings at 330p per IMPT Share in cash (in an on or off
market trade) on or before 3 May 2017 (the "ART and Antler
Irrevocable Undertakings") and Hansteen has agreed to make the
Increased Offer to all IMPT Shareholders. ART and Antler will
therefore no longer be shareholders of IMPT at the time of IMPT's
next general meeting of 11 May 2017 and they have agreed not to
vote at such meeting in any event. ART has also agreed to withdraw
its request dated 11 April 2017 to requisition a further meeting of
the IMPT Shareholders.
When Hansteen acquires the ART and Antler Shareholdings pursuant
to the ART and Antler Irrevocable Undertakings, it will own not
less than 7,047,387 IMPT Shares, representing approximately 83.80
per cent. of the current issued share capital of IMPT.
3. Action to be taken by IMPT Shareholders
Pursuant to the terms of the Original Offer Document, those
shareholders who have previously validly accepted the Original
Offer will be paid an additional amount of 30 pence per IMPT Share.
They therefore need take no further action.
IMPT Shareholders (who have not previously accepted the Original
Offer) now wishing to accept the Increased Offer in respect of
certificated IMPT Shares should complete either: (i) the Form of
Acceptance accompanying the Original Offer Document; or (ii) the
Revised Form of Acceptance which will accompany the Increased Offer
Document (each as defined in this paragraph 3) so as to be received
by no later than 1 pm (London time) on 18 May 2017.
IMPT Shareholders (who have not previously accepted the Original
Offer) now wishing to accept the Increased Offer in respect of
uncertificated shares should do so electronically through CREST so
that the TTE instruction settles no later than 1 pm (London time)
on 18 May 2017.
Former IMPT Shareholders who have sold their IMPT Shares outside
of the Original Offer will not be entitled to any further
consideration.
A revised offer document (the "Increased Offer Document")
containing details, and the full terms, of the Increased Offer
together with a revised form of acceptance ("Revised Form of
Acceptance") will be posted to IMPT Shareholders (other than in
relation to anyone in any Restricted Jurisdiction) as soon as
reasonably practicable.
4. Cancellation of trading
A general meeting of IMPT has been convened for 11 May 2017 at
which an ordinary resolution will be put to the IMPT Shareholders
to cancel trading in IMPT Shares on the Specialist Fund Segment of
the London Stock Exchange's Main Market. Hansteen intends to vote
in favour of such resolution, and accordingly it will be passed. It
is anticipated that the application to cancel the trading in IMPT
Shares will be made on or around 11 May 2017.
The cancellation of trading would significantly reduce the
liquidity and marketability of any IMPT Shares not assented to the
Increased Offer.
5. Acceptances and Hansteen's holdings in IMPT
As at 3:00 pm (London time) on 24 April 2017, being the latest
practicable time prior to the release of this announcement,
Hansteen had acquired (or would acquire following settlement) as a
consequence of valid acceptances of its Offer 2,963,335 IMPT
Shares, representing approximately 35.23 per cent. of the current
issued share capital of IMPT. Of these, acceptances have been
received in respect of 70,400 IMPT Shares, representing
approximately 0.84 per cent. of the current issued share capital of
IMPT, pursuant to the terms of certain irrevocable undertakings
given by certain IMPT Shareholders in connection with the
Offer.
As at 3:00 pm (London time) on 24 April 2017, being the latest
practicable time prior to the release of this announcement,
Hansteen had acquired, as a consequence of stock market purchases,
1,845,941 IMPT Shares, representing approximately 21.95 per cent.
of the current issued share capital of IMPT.
Accordingly, Hansteen either owns through stock market
purchases, or has received valid acceptances of the Original Offer
in respect of a total of 4,809,276 IMPT Shares, representing
approximately 57.18 per cent. of the current issued share capital
of IMPT.
As noted above, when Hansteen acquires the ART and Antler
Shareholdings pursuant to the ART and Antler Irrevocable
Undertakings, it will own not less than 7,047,387 IMPT Shares,
representing approximately 83.80 per cent. of the current issued
share capital of IMPT.
6. General
The Increased Offer is a revision to the Original Offer and
shall be construed accordingly. The Increased Offer will be subject
to the terms set out in the Increased Offer Document.
The Increased Offer will remain open for acceptance for a
minimum of 14 days following the date on which the Increased Offer
Document is published. At least 14 day's notice will be given
before the closing of the Offer.
Save as disclosed above, as at 3:00 pm (London time) on 24 April
2017, being the last practicable date prior to the release of this
announcement, none of Hansteen nor any of the Hansteen Directors,
nor (so far as the Hansteen Directors are aware having made due and
careful enquiry) any person acting, or deemed to be acting, in
concert with Hansteen:
a) had an interest in, or right to subscribe for, relevant securities of IMPT;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of IMPT;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
IMPT; or
d) had borrowed or lent any IMPT Shares.
Furthermore, no arrangement exists between Hansteen, nor (so far
as the Hansteen Directors are aware having made due and careful
enquiry) any person acting, or deemed to be acting, in concert with
Hansteen in relation to IMPT Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to IMPT Shares which may be an inducement to deal
or refrain from dealing in such securities.
7. Definitions
Unless otherwise stated or set out below, terms used in this
announcement have the same meanings as given to them in the
Original Offer Document.
"Original Offer" means the recommended all cash offer pursuant
to which Hansteen offered to acquire the entire issued ordinary
share capital of IMPT at a price of 300p for each IMPT Share
implemented by way of a takeover offer under Chapter 1 of Part 28
of the Companies Act 2006.
"Original Offer Document" means the offer document containing
the full terms and conditions of the Original Offer published by
Hansteen on 22 February 2017.
Enquiries:
Capita Asset Services Tel: +44 (0) 371 664 0321
(Receiving Agent to Hansteen)
Peel Hunt LLP Tel: +44 (0) 20 7418 8900
(Sole Financial Adviser and Broker to Hansteen)
Capel Irwin
James Britton
Tavistock Tel:+44 (0) 20 7920 3150
(PR Adviser to Hansteen)
Jeremy Carey
Calls to Capita Asset Services are charged at the standard
geographic rate and will vary by provider. Different charges may
apply to calls from mobile telephones. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Important notices relating to Hansteen's financial adviser
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Hansteen and no one
else in connection with the Increased Offer and will not be
responsible to anyone other than Hansteen for providing the
protections afforded to its clients or for providing advice in
connection with the matters set out in this announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form any part of, any
offer to sell or subscribe for or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, or the solicitation of an offer to buy securities,
pursuant to the Increased Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities by IMPT or Hansteen
pursuant to the Increased Offer in any jurisdiction in
contravention of applicable laws.
The Increased Offer will be effected solely through the
Increased Offer Document and, in respect of IMPT Shares held in
certificated form, the Revised Form of Acceptance, which will
contain the full terms and conditions of the Increased Offer,
including details of how the Increased Offer may be accepted. Any
decision in respect of, or other response to, the Increased Offer
should be made only on the basis of the information contained in
those documents. IMPT Shareholders are advised to read the formal
documentation in relation to the Increased Offer carefully once it
has been dispatched.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement
in, and the availability of the Increased Offer to persons who are
residents, citizens or nationals of, jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore any such persons should inform
themselves about and observe any applicable legal or regulatory
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Further details in
relation to overseas shareholders are contained in the Original
Offer Document.
In particular, copies of this announcement and any formal
documentation relating to the Increased Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, any agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Unless otherwise determined by
the offeror or required by the City Code on Takeovers and Mergers
(the "Code"), and permitted by applicable law and regulation, the
Increased Offer is not being, and will not be, made, directly or
indirectly, in or into or from, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Increased Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The receipt of cash pursuant to the Increased Offer by IMPT
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other, tax laws.
Each IMPT Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Increased Offer.
Information relating to IMPT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IMPT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IMPT may be provided to Hansteen.
Publication on website
A copy of this announcement will be made available on the
Hansteen website by no later than 12 noon (London time) on the
Business Day following the date of this announcement. For the
avoidance of doubt, neither the content of the websites referred to
in this announcement, nor the content of any website accessible
from hyperlinks on Hansteen's or IMPT's websites (or any other
website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFSESEIEFID
(END) Dow Jones Newswires
April 25, 2017 12:03 ET (16:03 GMT)
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