TIDMJQV
RNS Number : 2230U
Minerva Bidco Limited
19 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
19 December 2011
RECOMMENDED CASH OFFER
for Jacques Vert plc ("Jacques Vert")
by Minerva Bidco Limited ("Minerva Bidco")
Summary
-- The Board of Jacques Vert and the Board of Minerva Bidco are
pleased to announce they have reached agreement on the terms of a
recommended cash offer to be made by Minerva Bidco for the entire
issued and to be issued ordinary share capital of Jacques Vert.
-- Jacques Vert Shareholders who accept the Offer will be
entitled to receive 21 pence in cash per Jacques Vert Share.
-- The price of 21 pence represents a premium of approximately
68 per cent. to the Closing Price of 12.5 pence per Jacques Vert
Share on 16 December 2011.
-- The Offer values the entire issued and to be issued ordinary
share capital of Jacques Vert at approximately GBP41.2 million.
-- Irrevocable undertakings have been received from the Jacques
Vert Directors in respect of 2,383,465 Jacques Vert Shares
(representing, in aggregate, approximately 1.2 per cent. of Jacques
Vert's issued ordinary share capital).
-- Minerva Bidco is a newly incorporated company established to
make the Offer. It is a wholly owned subsidiary of Minerva Holdco,
which is an affiliate of Sun Capital.
-- Sun Capital is a leading U.S. based private investment firm
focused on leveraged buyouts, equity, debt and other investments in
market-leading companies that can benefit from its in-house
operating professionals and experience.
-- Sun Capital has particular strength in, and knowledge of, the
retail sector. Sun Capital's industry expertise stems from owning a
portfolio of retail and apparel companies, including a total of 19
companies operating in the sector with aggregate revenues of over
U.S. $11.5 billion per annum.
-- Jacques Vert is a leading womenswear retailer predominantly
aimed at the more classic end of the market. It owns four high
quality brands, namely "Jacques Vert", "Planet", "Precis" and
"Windsmoor".
-- Jacques Vert's brands are retailed in the UK, Canada and
Ireland, through leading national and independent department
stores, as well as from a number of own brand stores. In total,
Jacques Vert trades from a network of approximately 900 outlets.
Each brand sells through its own websites and some department store
websites.
-- The Board of Jacques Vert, which has been so advised by its
financial adviser, Hawkpoint, considers the terms of the Offer to
be fair and reasonable so far as Jacques Vert Shareholders are
concerned. In providing advice to the Board of Jacques Vert,
Hawkpoint has taken into account the commercial assessments of the
Board of Jacques Vert.
-- The Offer is subject to the terms and conditions of Appendix
I which include valid acceptances of the Offer being received (and
not, where permitted, withdrawn) by no later than 1.00 p.m., on the
First Closing Date (or such time(s) and/or date(s) as Minerva Bidco
may, with the consent of the Panel or in accordance with the City
Code, decide) in respect of not less than 90 per cent. (or such
lower percentage as Minerva Bidco may decide) in nominal value of
the Jacques Vert Shares to which the Offer relates.
Enquiries:
Jacques Vert plc
Paul Allen, Chief Executive Tel: 08700 345
636
Hawkpoint Partners Limited
(Financial Adviser to Jacques
Vert)
Christopher Darlington Tel: 0207 665
4500
William Bain www.hawkpoint.com
Zeus Capital Limited
(Financial Adviser to Minerva
Bidco)
Richard Hughes Tel: 0161 831
1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
FTI Consulting
(Public Relations advisers to
Minerva Bidco)
Fergus Wheeler Tel: 0207 831
3113
Marc Cohen
Seymour Pierce Limited
(Nominated Adviser and Broker
to Jacques Vert)
Jonathan Wright Tel: 0207 107
8000
This summary should be read in conjunction with, and is subject
to, the full text of this announcement including the
Appendices.
Appendix I sets out the conditions and further terms of the
Offer. Appendix II contains details relating to the irrevocable
undertakings given by the Board of Jacques Vert. Appendix III
contains the definitions of certain terms used in this
announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Minerva Bidco and for no one else in connection with the Offer
and is not advising any other person or treating any other person
as its client in relation thereto and will not be responsible to
anyone other than Minerva Bidco for providing the protections
afforded to clients of Zeus Capital, or for giving advice to any
other person in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
Hawkpoint Partners Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Jacques Vert plc and for no one else in connection
with the Offer and will not be responsible to anyone other than
Jacques Vert plc for providing the protections afforded to clients
of Hawkpoint Partners Limited, or for providing advice in
connection with the Offer, the contents of this announcement or any
other matter referred to herein.
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase or subscribe for or an invitation to purchase,
any securities. This announcement does not constitute a prospectus
or a prospectus equivalent document. Shareholders are advised to
read carefully the formal documentation in relation to the Offer
once it has been despatched. The proposal for the Offer will be
made solely through the Offer Document and the accompanying Form of
Acceptance, which will contain the full terms and conditions of the
Offer, including details of how to accept the Offer. Please read
carefully the Offer Document in its entirety before making a
decision with regards to the Offer. Any acceptance or other
response to the proposals should be made on the basis of the
information in the Offer Document.
In accordance with Rule 2.10 of the City Code, the current
issued share capital of Jacques Vert comprises 192,444,078 ordinary
shares of 10 pence each. The ISIN number for the Jacques Vert
Shares is GB0004699137.
Forward-looking Statements
This announcement contains statements that are, or may be,
forward-looking statements. All statements other than statements of
historical facts included in this document may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include words such as "target", "plan", "believe",
"expect", "aim", "intend", "will", "should", "could", "would",
"may", "consider", "anticipate", "estimate", "synergy", "cost
saving", "project", "goal" or "strategy" or words or terms of
similar substance or the negative of such words are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) the expected timetable for implementing the
Offer, future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects of Minerva Bidco or
Jacques Vert; (ii) business and management strategies and the
expansion and growth of Minerva Bidco or Jacques Vert's operations
and potential synergies resulting from the Offer by Minerva Bidco
for Jacques Vert; and (iii) the effects of government regulation on
Minerva Bidco or Jacques Vert's respective businesses.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Minerva Bidco or Jacques Vert. Such forward-looking statements
involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to Minerva
Bidco or Jacques Vert or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Minerva Bidco and Jacques Vert disclaim any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law. All
forward-looking statements included in this document are based on
information available to Minerva Bidco and Jacques Vert on the date
of this document and are made only as of the date of this document.
Undue reliance should not be placed on such forward-looking
statements.
Subject to compliance with the City Code, neither Minerva Bidco
nor Jacques Vert intends, or undertakes any obligation, to update
any information contained in this document, except as required by
applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror(s). 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 paper offeror, 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 p.m. (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 paper
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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons 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.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction outside of
England.
In particular, this announcement is not an offer which is being
made, directly or indirectly, in or into or by the use of the mails
of, or by any means or instrumentality (including, without
limitation, email, facsimile transmission, telex, telephone, the
internet or other forms of electronic transmission) of interstate
or foreign commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility from
or within a Restricted Jurisdiction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
19 December 2011
RECOMMENDED CASH OFFER
for Jacques Vert plc
by Minerva Bidco Limited
1. Introduction
The Board of Minerva Bidco and the Board of Jacques Vert today
announce the terms of a recommended cash offer to be made by
Minerva Bidco for the entire issued and to be issued ordinary share
capital of Jacques Vert at a price of 21 pence per Jacques Vert
Share.
2. The Offer
The Offer will be subject to, inter alia, the Conditions and
further terms set out in Appendix I to this announcement (and to
the further terms to be set out in the Offer Document and the Form
of Acceptance) and will be made on the following basis:
for each Jacques Vert Share 21 pence in cash
This represents a premium of approximately 68 per cent. to the
Closing Price of 12.5 pence per Jacques Vert Share on 16 December
2011 being the latest practicable business day prior to the release
of this announcement.
Subject to the terms and conditions as set out in Appendix I,
the Offer will extend to all Jacques Vert Shares unconditionally
allotted or issued and fully paid as at the date of the Offer and
any Jacques Vert Shares which are unconditionally allotted or
issued (including pursuant to the exercise of options granted under
the Jacques Vert Share Option Scheme and awards made under the
Jacques Vert Long Term Incentive Plan and any Jacques Vert Shares
agreed to be issued as consideration before the date of this
announcement (if any)) while the Offer remains open for acceptance
(or by such earlier date as Minerva Bidco may, subject to the City
Code, decide, not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances) but
excluding any Jacques Vert Shares which are to be issued as
consideration after the date the Offer becomes or is declared
wholly unconditional.
The Offer will be subject to the terms and conditions of
Appendix I which include valid acceptances of the Offer being
received (and not, where permitted, withdrawn) by no later than
1.00 p.m., on the First Closing Date (or such time(s) and/or
date(s) as Minerva Bidco may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of not less than
90 per cent. (or such lower percentage as Minerva Bidco may decide)
in nominal value of the Jacques Vert Shares to which the Offer
relates.
3. Background to and reasons for the Offer
The Board of Minerva Bidco believes that the acquisition of
Jacques Vert will provide Sun Capital with greater scale and
penetration in this segment of the retail market while also adding
new and complementary brands to Sun Capital's portfolio of retail
and apparel companies.
In addition, the Board of Minerva Bidco believes that Jacques
Vert is better suited to a private company environment which, in
its opinion, would allow the Jacques Vert business to be grown
profitably within a simplified and more cost efficient corporate
structure. Minerva Bidco intends to continue to grow Jacques Vert's
revenues and invest in the business for the long term.
Affiliates of Sun Capital operate a number of businesses in the
global retail sector, including Irisa Group (which includes assets
acquired recently out of administration from Alexon Group plc). It
is Sun Capital's intention to combine the Jacques Vert and Irisa
Group businesses following the Offer becoming or being declared
wholly unconditional in all respects. The combination of these two
businesses provides an opportunity to create a larger and stronger
business, with real scale in the womenswear apparel market. This
could form an exciting platform for long-term growth to the benefit
of both companies' customers, stakeholders and employees alike.
The Board of Minerva Bidco also believes that full acceptance of
the Offer will:
-- enable Jacques Vert Shareholders to realise the cash value of
their investment in Jacques Vert without incurring dealing charges
at a share price which is at a significant premium of approximately
68 per cent. to the Closing Price of 12.5 pence per Jacques Vert
Share on 16 December 2011 being the last dealing day prior to the
date of this announcement;
-- remove from Jacques Vert the financial, managerial and
regulatory burdens of being a publicly quoted company; and
-- enable Jacques Vert to access sources of capital and adopt a
financial structure not available to or appropriate for a publicly
quoted company.
4. Background to and reasons for recommending the Offer
While the Board of Jacques Vert believes that Jacques Vert is
well placed to deliver further growth, the current economic outlook
is uncertain. It is against this background that the Board of
Jacques Vert has considered the Offer.
In particular, in recommending the Offer, the Board of Jacques
Vert has taken the following into consideration:
-- the significant bid premium represented by the Offer as
compared to the current market price; and
-- the fact that the Offer provides Jacques Vert Shareholders
with the opportunity to realise the whole of their investment in
cash at a value which they might not otherwise obtain in the short
to medium term.
While the Board of Jacques Vert continues to believe that
Jacques Vert would have a strong future as an independent quoted
business, given the above factors it believes that the Offer
represents an attractive value for Jacques Vert Shareholders and it
has therefore agreed unanimously to recommend it.
5. Recommendation
The Board of Jacques Vert, which has been so advised by its
financial adviser, Hawkpoint, considers the terms of the Offer to
be fair and reasonable so far as Jacques Vert Shareholders are
concerned. In providing advice to the Board of Jacques Vert,
Hawkpoint has taken into account the commercial assessments of the
Board of Jacques Vert.
Accordingly, the Board of Jacques Vert recommends that Jacques
Vert Shareholders accept the Offer.
Minerva Bidco has received irrevocable undertakings from each of
the Jacques Vert Directors to accept the Offer in respect of their
entire beneficial holdings of Jacques Vert Shares, and those of
their connected persons, representing, in aggregate,
approximately
1.2 per cent. of the existing issued share capital of Jacques
Vert.
6. Irrevocable undertakings
Irrevocable undertakings to accept the Offer have been received
by Minerva Bidco from the Jacques Vert Directors, representing, in
aggregate, approximately 1.2 per cent. of Jacques Vert's issued
ordinary share capital.
Certain details of the irrevocable undertakings are set out in
Appendix II and copies of the irrevocable undertakings given by the
Jacques Vert Directors will remain available on Jacques Vert's
website in relation to the Offer at www.jacques-vert-plc.co.uk
while the Offer remains open for acceptance.
7. Information relating to Jacques Vert
Jacques Vert is a leading womenswear retailer predominantly
aimed at the more classic end of the market. It owns four high
quality brands, namely "Jacques Vert", "Planet", "Precis" and
"Windsmoor".
Jacques Vert's brands are retailed in the UK, Canada and
Ireland, through leading national and independent department
stores, as well as from a number of own brand stores. In total,
Jacques Vert trades from a network of approximately 900 outlets.
Each brand sells through its own websites and some department store
websites.
Jacques Vert employs approximately 1,200 full time equivalent
staff.
For the most recent financial period ended 30 April 2011,
Jacques Vert reported profit on ordinary activities before taxation
and impairment costs of GBP5.3 million (2010: GBP5.1 million) on
turnover of GBP118.4 million (2010: GBP115.3 million). Net assets
as at 30 April 2011 were GBP25.5 million (24 April 2010: GBP23.4
million).
For further information regarding Jacques Vert's current trading
and prospects, Jacques Vert Shareholders are directed to the
interim results announced today and the trading update made on 28
November 2011. Both are available at www.jacques-vert-plc.co.uk
Trading since 28 November 2011 has been in line with the Board's
expectations.
8. Information relating to Sun Capital and the Minerva Bidco Group
Sun Capital is a leading U.S. based private investment firm
focused on leveraged buyouts, equity, debt, and other investments
in market-leading companies that can benefit from its in-house
operating professionals and experience.
Affiliates of Sun Capital manage and advise various private
equity funds on a discretionary basis. Affiliates of Sun Capital
have invested in more than 280 companies worldwide since Sun
Capital's inception in the U.S. in 1995, with combined sales in
excess of U.S. $40 billion. Sun Capital has approximately U.S. $8
billion of equity capital under management.
Sun Capital has offices in Boca Raton, Los Angeles and New York
in the US, as well as affiliates in London, Frankfurt, Paris,
Luxembourg, Shanghai and Shenzhen.
Sun Capital has particular strength in, and knowledge of, the
retail sector. Sun Capital's industry expertise stems from owning a
portfolio of retail and apparel companies, including a total of 19
companies operating in the sector, with aggregate revenues of over
U.S. $11.5 billion per annum.
Most recently, on 29 September 2011, Irisa Group Limited, an
affiliate of Sun Capital, acquired the business and assets of
Alexon Group plc; a womenswear company which operates brands
including "Kaliko", "Ann Harvey" and "Eastex" from over 990 outlets
across the UK and the rest of Europe.
Minerva Bidco is a newly incorporated company established to
make the Offer. It is a wholly owned subsidiary of Minerva Holdco,
which is an affiliate of Sun Capital.
The members of the Minerva Bidco Group have not traded since
their incorporation and have not entered into any material
obligations other than in connection with the Offer and its
financing.
9. Jacques Vert Share Option Scheme and Jacques Vert Long Term Incentive Plan
The Offer will extend to Jacques Vert Shares issued or
unconditionally allotted upon the exercise of options or vesting of
awards under the Jacques Vert Share Awards/Options while the Offer
remains open for acceptance or prior to such earlier date as
Minerva Bidco may (subject to the City Code or with the consent of
the Panel) decide, not being earlier than the date which the Offer
becomes unconditional as to acceptances or, if later, 9 January
2012. Appropriate proposals will be put to the holders of options
and awards under the Jacques Vert Share Award/Options by Minerva
Bidco and Jacques Vert.
In accordance with the rules of the Jacques Vert Share Option
Scheme, options will become exercisable in full on the date the
Offer becomes unconditional.
In accordance with the rules of the Jacques Vert Long Term
Incentive Plan, awards will vest in full subject to time
pro-rating, on the same date.
The proposals to the holders of Jacques Vert Share
Awards/Options will offer them the opportunity to accept the Offer
in respect of the Jacques Vert Shares which they acquire upon
exercise or vesting.
10. Management and employees, places of business and fixed
assets of the Jacques Vert Group
The Minerva Bidco Directors have given assurances to the Jacques
Vert Directors that, following the Offer becoming or being declared
wholly unconditional in all respects, the existing employment
rights, including pensions rights, of all management and employees
of the Jacques Vert Group will be safeguarded in accordance with
contractual and statutory requirements.
Minerva Bidco has so far not had full access to information
relating to Jacques Vert and its employees. Until the Offer has
become or is declared unconditional in all respects, Minerva Bidco
will not have the opportunity to access such information and
conduct a review of the business and operations of the Jacques Vert
Group. Consequently, Minerva Bidco cannot be certain what
implications there will be for the management and employees of the
Jacques Vert Group, but considers that some changes may be required
following its post-completion review.
In addition, given the limited information reviewed to date,
Minerva Bidco cannot be certain what changes may be required to the
Jacques Vert Group's places of business or re-deployment of Jacques
Vert Group's fixed assets.
If the Offer becomes or is declared unconditional in all
respects, the Jacques Vert Non-Executive Directors will resign from
the Board of Jacques Vert with immediate effect.
11. Compulsory acquisition, de-listing, cancellation of
admission to trading of Jacques Vert Shares
If Minerva Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires or contracts to acquire, 90 per cent.
or more in nominal value of the Jacques Vert Shares to which the
Offer relates and of the voting rights carried by those Jacques
Vert Shares and assuming that all of the other conditions of the
Offer have been satisfied or waived (if capable of being waived),
Minerva Bidco intends to exercise its rights in accordance with
sections 974 to 991 of the Companies Act to acquire compulsorily
the remaining Jacques Vert Shares on the same terms as the
Offer.
Following the Offer becoming or being declared unconditional in
all respects and subject to any applicable requirements of the AIM
Rules, Minerva Bidco intends to procure that Jacques Vert applies
to the London Stock Exchange for the cancellation of trading in the
Jacques Vert Shares on AIM. It is anticipated that such
cancellation will take effect no earlier than 20 business days
after the Offer becomes or is declared unconditional in all
respects, subject to compliance with applicable requirements of the
AIM Rules. The cancellation of trading of Jacques Vert Shares will
significantly reduce the liquidity and marketability of any Jacques
Vert Shares not acquired by Minerva Bidco.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects, and assuming the
cancellation of trading of Jacques Vert Shares on AIM, Jacques Vert
will be re-registered as a private company.
12. Financing the Offer
Full acceptance of the Offer is expected to require the payment
by Minerva Bidco of up to approximately GBP41.2 million in cash,
representing the Offer Price for Jacques Vert's fully diluted
issued share capital assuming the exercise in full of all
outstanding Jacques Vert Share Awards/Options.
The Offer is to be financed by a loan from the Bank of Montreal.
Minerva Bidco has entered into a loan authorisation agreement dated
16 December 2011 with the Bank of Montreal in order to finance the
Offer.
Zeus Capital has confirmed it is satisfied that financial
resources are available to Minerva Bidco sufficient to satisfy the
cash consideration payable under the Offer in the event of full
acceptance of the Offer.
13. Disclosure of interests
Minerva Bidco will, at the date of this announcement, make a
separate public Opening Position Disclosure as required under Rule
8.1(a) of the City Code. Such announcement will contain details of
any interests or short positions in, or rights to subscribe for,
any relevant securities of a party to the Offer for the purposes of
the City Code.
14. Further details of the Offer
Zeus Capital, on behalf of Minerva Bidco, will dispatch the
Offer Document and (in respect of certificated Jacques Vert Shares)
the related Form of Acceptance, setting out full details of the
Offer today.
Further details of the Offer will be set out in the Offer
Document.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement, the loan authorisation agreement referred to in
paragraph 12 of this announcement and the irrevocable undertakings
referred to in Appendix II will be published on the following
website: www.jacques-vert-plc.co.uk.
Enquiries:
Jacques Vert plc
Paul Allen, Chief Executive Tel: 08700 345
636
Hawkpoint Partners Limited
(Financial Adviser to Jacques
Vert)
Christopher Darlington Tel: 0207 665
4500
William Bain www.hawkpoint.com
Zeus Capital Limited
(Financial Adviser to Minerva
Bidco)
Richard Hughes Tel: 0161 831
1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
FTI Consulting
(Public Relations advisers to
Minerva Bidco)
Fergus Wheeler Tel: 0207 831
3113
Seymour Pierce Limited
(Nominated Adviser and Broker
to Jacques Vert)
Jonathan Wright Tel: 0207 107
8000
This summary should be read in conjunction with, and is subject
to, the full text of this announcement including the
Appendices.
Appendix I sets out the conditions and further terms of the
Offer. Appendix II contains details relating to the irrevocable
undertakings given by certain Jacques Vert Shareholders. Appendix
III contains the definitions of certain terms used in this
announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Minerva Bidco and for no one else in connection with the Offer
and is not advising any other person or treating any other person
as its client in relation thereto and will not be responsible to
anyone other than Minerva Bidco for providing the protections
afforded to clients of Zeus Capital, or for giving advice to any
other person in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
Hawkpoint Partners Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Jacques Vert plc and for no one else in connection
with the Offer and will not be responsible to anyone other than
Jacques Vert plc for providing the protections afforded to clients
of Hawkpoint Partners Limited, or for providing advice in
connection with the Offer, the contents of this announcement or any
other matter referred to herein.
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase or subscribe for or an invitation to purchase,
any securities.
This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders are advised to read
carefully the formal documentation in relation to the Offer once it
has been despatched. The proposal for the Offer will be made solely
through the Offer Document and the accompanying Form of Acceptance,
which will contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Please read carefully
the Offer Document in its entirety before making a decision with
regards to the Offer. Any acceptance or other response to the
proposals should be made on the basis of the information in the
Offer Document.
In accordance with Rule 2.10 of the City Code, the current
issued share capital of Jacques Vert comprises 192,444,078 ordinary
shares of 10 pence each. The ISIN number for the Jacques Vert
Shares is GB0004699137.
Forward-looking Statements
This announcement contains statements that are, or may be,
forward-looking statements. All statements other than statements of
historical facts included in this document may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include words such as "target", "plan", "believe",
"expect", "aim", "intend", "will", "should", "could", "would",
"may", "consider", "anticipate", "estimate", "synergy", "cost
saving", "project", "goal" or "strategy" or words or terms of
similar substance or the negative of such words are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) the expected timetable for implementing the
Offer, future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects of Minerva Bidco or
Jacques Vert; (ii) business and management strategies and the
expansion and growth of Minerva Bidco or Jacques Vert's operations
and potential synergies resulting from the Offer by Minerva Bidco
for Jacques Vert; and (iii) the effects of government regulation on
Minerva Bidco or Jacques Vert's respective businesses.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Minerva Bidco or Jacques Vert. Such forward-looking statements
involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to Minerva
Bidco or Jacques Vert or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Minerva Bidco or Jacques Vert disclaim any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law. All
forward-looking statements included in this document are based on
information available to Minerva Bidco or Jacques Vert on the date
of this document and are made only as of the date of this document.
Undue reliance should not be placed on such forward-looking
statements.
Subject to compliance with the City Code, neither Minerva Bidco
nor Jacques Vert intends, or undertakes any obligation, to update
any information contained in this document, except as required by
applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror(s). 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 paper offeror, 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 p.m. (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 paper
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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons 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.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction outside of
England.
In particular, this announcement is not an offer which is being
made, directly or indirectly, in or into or by the use of the mails
of, or by any means or instrumentality (including, without
limitation, email, facsimile transmission, telex, telephone, the
internet or other forms of electronic transmission) of interstate
or foreign commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility from
or within a Restricted Jurisdiction.
APPENDIX I: CONDITIONS AND FURTHER TERMS OF THE OFFER
1. The Offer will be subject to the following Conditions:
1.1 valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. on the First Closing Date (or
such later time(s) and/or date(s) as Minerva Bidco may, with the
consent of the Panel or in accordance with the City Code, decide)
in respect of not less than 90 per cent. (or such lower percentage
as Minerva Bidco may decide) in nominal value of the Jacques Vert
Shares to which the Offer relates, provided that this condition
shall not be satisfied unless Minerva Bidco and/or its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise and whether directly or
indirectly, Jacques Vert Shares carrying, in aggregate, more than
50 per cent. of the voting rights then normally exercisable at a
general meeting of Jacques Vert, including for this purpose (to the
extent, if any, required by the Panel) any such voting rights
attaching to any Jacques Vert Shares that are unconditionally
allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise
but which shall exclude any Jacques Vert Shares which are issued as
consideration after the date the Offer becomes or is declared
wholly unconditional but which for the avoidance of doubt shall
include any Jacques Vert Shares which have been agreed to be issued
as consideration before the date the Offer becomes or is declared
wholly unconditional. For the purpose of this Condition:
1.1.1 shares which have been unconditionally allotted, whether
pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise, shall be deemed to carry the
voting rights which they will carry upon being registered in the
register of members of Jacques Vert;
1.1.2 the expression "Jacques Vert Shares to which the Offer
relates" shall be construed in accordance with sections 974 to 977
of the Companies Act; and
1.1.3 valid acceptances shall be treated as having been received
in respect of any Jacques Vert Shares which Minerva Bidco shall,
pursuant to section 977(1) of the Companies Act be treated as
having acquired or contracted to acquire by virtue of acceptances
of the Offer.
1.2 no government or governmental, quasi governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, or any other body or person whatsoever in any jurisdiction (each an "Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to:
1.2.1 require or prevent the divestiture by the Wider Jacques
Vert Group or Minerva Bidco of all or a material portion of their
respective businesses, assets or properties or impose any material
limitation on the ability of any of them to conduct their
respective businesses or own all of their respective assets or
properties to an extent which is material in the context of the
Offer as a whole;
1.2.2 impose any limitation on, or result in a delay in, the
ability of Minerva Bidco directly or indirectly to acquire or to
hold or to exercise effectively, directly or indirectly, all or any
rights of ownership of shares in Jacques Vert or on the ability of
any member of the Wider Jacques Vert Group or Minerva Bidco to hold
or exercise effectively, directly or indirectly, all or any rights
of ownership of shares or loans or securities convertible into
shares or any other securities (or the equivalent) in any member of
the Wider Jacques Vert Group or to exercise management control over
any such member of the Wider Jacques Vert Group to an extent which
is material in the context of the Offer;
1.2.3 require Minerva Bidco to offer to acquire any shares or
other securities or interest in any member of the Wider Jacques
Vert Group owned by any third party which is material in the
context of the Offer;
1.2.4 (a) make the Offer or its implementation or the
acquisition or proposed acquisition of any shares or other
securities in, or control of, Jacques Vert void, illegal, and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit or
delay the same, or impose additional conditions or obligations with
respect thereto, or (b) otherwise challenge, or require amendment
of, the Offer to an extent which is material in the context of the
Offer or the Wider Jacques Vert Group in each case taken as a
whole; or
1.2.5 otherwise adversely affect the business, assets or profits
of Minerva Bidco or any member of the Wider Jacques Vert Group in a
manner which is material in the context of the Wider Jacques Vert
Group or of the obligations of Minerva Bidco in connection with the
Offer in each case taken as a whole, and all applicable waiting and
other time periods during which any such Authority could decide to
take, institute, implement or threaten any such action, proceeding,
suit, investigation or enquiry having expired or been
terminated;
1.3 all mandatory filings having been made in connection with
the Offer and all statutory or regulatory obligations in any
material jurisdiction having been complied with in connection with
the Offer or the acquisition by Minerva Bidco of any shares or
other securities in, or control of, Jacques Vert and all necessary
waiting periods under any applicable legislation or regulations of
any relevant jurisdiction having expired, lapsed or been terminated
(as appropriate) and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions
and approvals reasonably necessary or appropriate in respect of the
Offer and the proposed acquisition of any shares or other
securities in, or control of, Jacques Vert by Minerva Bidco having
been obtained in terms and in a form satisfactory to Minerva Bidco
(acting reasonably) from all relevant Authorities or persons with
whom any member of the Wider Jacques Vert Group has entered into
contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals, together with all material
authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary to
carry on the business of any member of the Wider Jacques Vert Group
which are material in the context of the Wider Jacques Vert Group
taken as a whole, remaining in full force and effect and all
filings necessary for such purpose having been made and there being
no notice of any intention to revoke or not to renew the same at
the time at which the Offer becomes otherwise unconditional (where
such revocation or failure to renew would be material in the
context of the Wider Jacques Vert Group, taken as a whole) and all
mandatory statutory or regulatory obligations in any relevant
jurisdiction having been complied with in all material
respects;
1.4 save as Disclosed, there being no provisions of any
arrangement, agreement, licence, permit or other instrument to
which any member of the Wider Jacques Vert Group is a party or by
or to which any such member or any of its assets may be bound,
entitled or subject and which, in consequence of the Offer, or the
proposed acquisition of any shares or other securities in Jacques
Vert or because of a change in the control or management of Jacques
Vert or otherwise, could or might reasonably be expected to result,
to an extent in each case, which would be material in the context
of the Wider Jacques Vert Group taken as a whole, in:
1.4.1 any monies borrowed by, or any other indebtedness (actual
or contingent) of or grant available to, any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
1.4.2 the creation of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any such member or any such security (whenever arising or
having arisen) becoming enforceable;
1.4.3 any such arrangement, agreement, licence, permit or
instrument or the rights, liabilities, obligations or interests
thereunder of any such member of the Wider Jacques Vert Group being
terminated or adversely modified or any action being taken or any
obligation or liability arising thereunder that is material in the
context of the Offer;
1.4.4 any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged;
1.4.5 the rights, liabilities, obligations, interests or
business of any such member in or with any firm or body or, in the
case of a business any arrangements relating to such interest or
business, being terminated, adversely modified or affected;
1.4.6 any such member ceasing to be able to carry on business
under any name under which it presently does so;
1.4.7 the financial or trading position or prospects of any
member of the Wider Jacques Vert Group being prejudiced or
adversely affected to an extent which is material in the context of
the Offer; or
1.4.8 the creation of any material liability, actual or
contingent, by any such member otherwise than in the ordinary
course of business,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Jacques Vert Group is a party or by
or to which any such member or any of its assets is bound, entitled
or subject, would result in any of the events or circumstances as
are referred to in sub paragraphs 1.4.1 to 1.4.8 in each case, to
an extent which is material in the context of the Wider Jacques
Vert Group as a whole;
1.5 save as Disclosed, no member of the Wider Jacques Vert Group since 30 April 2011 having:
1.5.1 issued or agreed to issue or authorised or proposed the
issue or grant of additional shares of any class, or securities
convertible into, or rights, warrants or options to subscribe for
or acquire any such shares or convertible securities (save for
options or awards granted on or before the date hereof under the
Jacques Vert Share Option Scheme or the Jacques Vert Long Term
Incentive Plan and for any Jacques Vert Shares allotted upon
exercise or vesting of such options);
1.5.2 other than to a wholly-owned member of the Jacques Vert
Group, recommended, declared, paid, made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
1.5.3 issued, authorised or proposed the issue of any
debentures, save in the ordinary course of business, or incurred or
increased any indebtedness or become subject to any contingent
liability which is material in the context of the Wider Jacques
Vert Group as a whole;
1.5.4 entered into or offered to enter into (which remains open
for acceptance) any contract, any reconstruction or amalgamation,
any transaction or arrangement otherwise than in the ordinary
course of business which in any such case is material in the
context of the Wider Jacques Vert Group as a whole;
1.5.5 entered into an agreement, contract, arrangement or
commitment or passed any resolution or made any offer (which
remains open for acceptance) with respect to any of the
transactions or events referred to in this paragraph which in any
such case is material in the context of the Wider Jacques Vert
Group as a whole;
1.5.6 entered into or materially varied or made an offer (which
remains open for acceptance) to enter into or materially vary, the
terms of any service agreement with any director, or (other than in
the ordinary course of business) with any senior executive of the
Wider Jacques Vert Group;
1.5.7 entered into or offered to enter into (which offer remains
open for acceptance) any agreement which consents to the
restriction of the scope of the business of any member of the Wider
Jacques Vert Group which is material in the context of the Wider
Jacques Vert Group or Minerva Bidco as a whole;
1.5.8 waived or compromised any material claim otherwise than in
the ordinary course of business which is material in the context of
the Wider Jacques Vert Group taken as a whole;
1.5.9 entered into or varied or authorised, or offered (which
offer remains open for acceptance) to enter into or vary any
contract, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is restrictive to the
businesses of any member of the Wider Jacques Vert Group or which
involves an obligation of such a nature or magnitude and which is
material in the context of the Wider Jacques Vert Group as a
whole;
1.5.10 purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced, save in respect of the matters mentioned in
sub paragraph 1.5.1 above, or made any other material change to any
part of its share capital;
1.5.11 taken any corporate action or (to an extent which is
material in the context of the Jacques Vert Group taken as a whole)
had any legal proceedings started or threatened against it for its
winding up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
1.5.12 save for transactions between wholly owned members of the
Jacques Vert Group merged with any body corporate or acquired or
disposed of or demerged or transferred, mortgaged or charged or
created any security interest over any material assets or any
right, title or interest in any material asset (including shares in
subsidiaries, associates and trade investments) or authorised or
proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage or charge or
security interest or change in its loan capital, as aforesaid
(other than in the ordinary course of business) which in any such
case is material in the context of the Offer.
1.6 save as Disclosed since 30 April 2011:
1.6.1 there having been no adverse change in the business,
assets, financial or trading position or profits of Jacques Vert or
any other member of the Wider Jacques Vert Group in each case which
is material in the context of the Wider Jacques Vert Group taken as
a whole;
1.6.2 there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the
Wider Jacques Vert Group is or could reasonably be expected to
become a party (whether as plaintiff or defendant or otherwise), no
such proceedings having been threatened in writing against any
member of the Wider Jacques Vert Group and no investigation by an
Authority against or in respect of any member of the Wider Jacques
Vert Group having been instituted, threatened or announced by or
against or remaining outstanding in respect of any member of the
Wider Jacques Vert Group which in any such case might adversely
affect any member of the Wider Jacques Vert Group in any way which
is material in the context of the Wider Jacques Vert Group taken as
a whole;
1.6.3 no contingent or other liability having arisen which would
be reasonably likely materially and adversely to affect the Wider
Jacques Vert Group taken as a whole; or
1.6.4 no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Jacques Vert Group which is
necessary for the proper carrying on of its business and where such
withdrawal, cancellation, termination or modification would be
material in the context of the Wider Jacques Vert Group, taken as a
whole.
1.7 save as Disclosed, Minerva Bidco not having discovered after
the date of this announcement:
1.7.1 that any financial, business or other information
concerning the Wider Jacques Vert Group that is material in the
context of the Offer as contained in the information publicly
disclosed at any time by any member of the Wider Jacques Vert
Group, is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make the information contained therein not materially misleading
which has not been corrected and which is material in the context
of the Wider Jacques Vert Group taken as a whole;
1.7.2 that any past or present member of the Wider Jacques Vert
Group has not complied with any and all applicable laws and
regulations of any relevant jurisdiction relating to an emission,
disposal, discharge, deposit, spillage or leak of waste or
hazardous or harmful substances on or about or from any land or
property of any description or other asset now or previously owned,
occupied or made use of by any past or present member of the Wider
Jacques Vert Group which non compliance would be reasonably likely
to give rise to any liability (whether actual or contingent) on the
part of any member of the Wider Jacques Vert Group which would be
material in the context of the Wider Jacques Vert Group taken as a
whole; and
1.7.3 that there is or is likely to be, for that or any other
reason whatsoever, any liability (whether actual or contingent) of
any past or present member of the Wider Jacques Vert Group to or
requirement to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any
past or present member of the Wider Jacques Vert Group which is
material in the context of the Wider Jacques Vert Group taken as a
whole.
1.8 Minerva Bidco reserves the right to waive all or any of
Conditions 1.2 to 1.7 (inclusive) above, in whole or in part.
Except with the consent of the Panel, the Offer will lapse unless
Conditions 1.2 to 1.7 (inclusive) of the Offer set out above are
fulfilled or, if capable of waiver, waived or, where appropriate,
have been determined by Minerva Bidco in its opinion to be or to
remain satisfied by midnight on the date which is 21 days after the
later of the First Closing Date and the date on which Condition 1.1
is satisfied. Minerva Bidco shall be under no obligation to waive
(if capable of waiver), to determine to be or remain satisfied or
to treat as fulfilled or satisfied any of Conditions 1.2 to 1.7
(inclusive) by a date earlier than the latest date specified above
for the fulfilment or satisfaction of that Condition
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled or satisfied and that
there are at such earlier date no circumstances indicating that any
such Conditions may not be capable of fulfilment or
satisfaction.
1.9 If the Offer lapses, the Offer will cease to be capable of
further acceptance and Minerva Bidco and holders of Jacques Vert
Shares shall thereupon cease to be bound by acceptances made on or
before the date on which the Offer so lapses.
1.10 If Minerva Bidco is required by the Panel to make a
mandatory offer for Jacques Vert Shares under the provisions of
Rule 9 of the City Code, Minerva Bidco may make such alterations to
the Conditions as are necessary to comply with the provisions of
that Rule.
1.11 Jacques Vert Shares acquired under the Offer will be
acquired with full title guarantee, fully paid and free from all
liens, charges, equitable interests, encumbrances, options, rights
of pre-emption and any other third party rights and interests of
any nature and together with all rights now or hereafter attaching
or accruing to them, including, without limitation, voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
hereof. Accordingly, insofar as a dividend and/or a distribution
and/or a return of capital is proposed, declared, made, paid or
payable by Jacques Vert in respect of a Jacques Vert Share on or
after the date hereof, the price payable under the Offer in respect
of a Jacques Vert Share will be reduced by the amount of the
dividend and/or distribution and/or return of capital except
insofar as the Jacques Vert Share is or will be transferred
pursuant to the Offer on a basis which entitles Minerva Bidco alone
to receive the dividend and/or distribution and/or return of
capital and to retain it. To the extent that a reduction in the
price payable pursuant to the Offer in respect of a Jacques Vert
Share is to apply in respect of a dividend and/or distribution
and/or return of capital but that reduction in price has not been
effected, the person to whom the Offer Price is paid in respect of
that Jacques Vert Share will be obliged to account to Minerva Bidco
for the amount of such dividend or distribution or return of
capital.
APPENDIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS TO ACCEPT THE
OFFER
Irrevocable undertakings received from the Board of Jacques
Vert
Minerva Bidco has received irrevocable undertakings to accept or
procure acceptance of the Offer from all of the Jacques Vert
Directors in respect of their entire beneficial holdings of Jacques
Vert Shares in respect of a total of 2,383,465 issued Jacques Vert
Shares representing, in aggregate, approximately 1.2 per cent. of
the issued ordinary share capital of Jacques Vert, comprised as
follows:
Name Number Percentage
of Jacques of issued
Vert ordinary
Shares share
capital
Steve Bodger 200,000 0.1
Paul Allen 1,307,794 0.7
Ian Johnson 845,671 0.4
Gillian Berkmen 10,000 0.0
Jessica Burley 10,000 0.0
Christopher
Baker 10,000 0.0
------------ -----------
Total 2,383,465 1.2
------------ -----------
Minerva Bidco has also received irrevocable undertakings from
the Jacques Vert Executive Directors to accept the Offer or the
proposals to be made by Minerva Bidco and Jacques Vert to holders
of Jacques Vert Share Awards/Options.
APPENDIX III: DEFINITIONS
"AIM" the AIM market operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for companies,
published by the London
Stock Exchange
"Board of Jacques Vert" the board of directors
or "Jacques Vert Directors" of Jacques Vert as at
the date of this document
"Board of Minerva Bidco" the board of directors
of Minerva Bidco as at
the date of this announcement
"business day" a day (other than a Saturday,
a Sunday or public holiday)
on which banks are generally
open for business in the
City of London for the
transaction of all normal
Sterling banking business
"City Code" the City Code on Takeovers
and Mergers of the United
Kingdom
"Closing Price" the closing middle market
quotation of a Jacques
Vert Share as derived
from the AIM Appendix
to the Daily Official
List
"Companies Act" the Companies Act 2006
(as amended)
"Conditions" the conditions set out
in Appendix I of this
announcement
"Disclosed" (i) as disclosed in the
Jacques Vert Annual Report
and Accounts 2011; or
(ii) publicly announced
by Jacques Vert (by the
delivery of an announcement
through a Regulatory Information
Service) on or prior to
19 December 2011; or (iii)
as fairly disclosed to
Minerva Bidco prior to
19 December 2011
"First Closing Date" the date which is 1.00
p.m. on the date 21 days
after the date of posting
of the Offer Document
"Form of Acceptance" the form of acceptance
and authority relating
to the Offer which will
accompany the Offer Document
"Hawkpoint" Hawkpoint Partners Limited,
financial adviser to Jacques
Vert
"Jacques Vert" Jacques Vert plc, a company
registered in England
and Wales under number
1075752
"Jacques Vert Annual Report the audited annual consolidated
and Accounts 2011" financial statements of
the Jacques Vert Group
for the financial year
ended 30 April 2011
"Jacques Vert Directors" Steve Bodger, Paul Allen,
Ian Johnson, Christopher
Baker, Gillian Berkmen
and Jessica Burley
"Jacques Vert Group" Jacques Vert and its subsidiary
undertakings
"Jacques Vert Long Term the Jacques Vert Executive
Incentive Plan" Incentive Plan
"Jacques Vert Non Executive Steve Bodger, Gillian
Directors" Berkmen, Jessica Burley
and Christopher Baker
"Jacques Vert Share Awards/Options" the options over Jacques
Vert Shares granted under
the Jacques Vert Share
Option Scheme and the
awards of Jacques Vert
Shares made under the
Jacques Vert Long Term
Incentive Plan
"Jacques Vert Share Option the Jacques Vert 2010
Scheme" Conversion Plan
"Jacques Vert Shareholders" holders of Jacques Vert
Shares
"Jacques Vert Shares" (i) the existing unconditionally
allotted and issued and
fully paid ordinary shares
of 10 pence each in the
capital of Jacques Vert;
and (ii) any further ordinary
shares of 10 pence each
in the capital of Jacques
Vert which are unconditionally
allotted and issued and
fully paid before the
date on which the Offer
closes for acceptance
(or such earlier date
as Minerva Bidco may determine,
not being earlier than
the date on which the
Offer becomes or is declared
unconditional as to acceptances),
but excluding any Jacques
Vert Shares which are
issued as consideration
after the date the Offer
becomes or is declared
wholly unconditional but
which, for the avoidance
of doubt, shall not include
any Jacques Vert Shares
which have been agreed
to be issued as consideration
before the date the Offer
becomes or is declared
wholly unconditional
"London Stock Exchange" London Stock Exchange
plc
"Minerva Bidco" Minerva Bidco Limited,
a private company registered
in England and Wales under
number 7877515
"Minerva Bidco Group" Minerva Bidco and Minerva
Holdco
"Minerva Holdco" Minerva Holdco Limited,
a private company registered
in England and Wales with
number 7877375
"Offer Document" the Offer Document to
be posted to Jacques Vert
Shareholders today containing
the full terms and conditions
of the Offer
"Offer Period" the period commencing
on the date of this announcement
and ending on the date
the Offer is declared
unconditional as to acceptances
or otherwise lapses
"Offer Price" 21 pence per Jacques Vert
Share
"Panel" The Panel on Takeovers
and Mergers of the United
Kingdom
"Restricted Jurisdiction" any jurisdiction where
the relevant action would
constitute a violation
of the relevant laws and
regulations of that jurisdiction
or would result in a requirement
to comply with any governmental
or other consent or any
registration, filing or
other formality which
Minerva Bidco regards
as unduly onerous
"Sun Capital" Sun Capital Partners,
Inc.
"UK" or "United Kingdom" the United Kingdom of
Great Britain and Northern
Ireland
"Wider Jacques Vert Group" Jacques Vert, any subsidiary
and associated undertakings
of Jacques Vert and any
other undertakings in
which Jacques Vert and
any such subsidiary and
associated undertakings
(aggregating their interests)
have a significant interest
"Zeus Capital" Zeus Capital Limited,
financial adviser to Minerva
Bidco
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
All times referred to in this announcement are London times.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Grafico Azioni Jacques Vert (LSE:JQV)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Jacques Vert (LSE:JQV)
Storico
Da Gen 2024 a Gen 2025
