TIDMJQV
RNS Number : 2335U
Minerva Bidco Limited
19 December 2011
FOR IMMEDIATE RELEASE
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
MINERVA BIDCO LIMITED
RECOMMENDED CASH OFFER
for
Jacques Vert plc ("Jacques Vert")
by
Minerva Bidco Limited ("Minerva Bidco")
1. The Offer
On 19 December 2011, the Board of Minerva Bidco and the Board of
Jacques Vert announced they had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued
ordinary share capital of Jacques Vert at a price of 21 pence per
Jacques Vert Share.
The Offer Document was posted to Jacques Vert Shareholders on 19
December 2011.
Following the announcement of the Offer, Minerva Bidco has today
acquired or agreed to acquire (by market purchases) 101,545,767
Jacques Vert Shares at a price of 21 pence per Jacques Vert Share,
representing approximately 52.8 per cent. of the issued share
capital of Jacques Vert and approximately 51.8 per cent. of Jacques
Vert's fully diluted share capital.
Accordingly, as a result of the market purchases referred to
above, Minerva Bidco is required to make a mandatory cash offer for
the entire issued and to be issued ordinary share capital of
Jacques Vert not already acquired by it, pursuant to Rule 9 of the
City Code. The provisions of Rule 9 are being complied with by
Minerva Bidco waiving all the conditions to the Offer other than
the acceptance condition set out in paragraph 1 of Part A of
Appendix I to the Offer Document which, in accordance with the
terms of the Offer, is to be amended to read as follows:
"The Offer is conditional upon valid acceptances being received
(and not, where permitted, withdrawn) by 1.00 p.m. on 9 January
2012 (or such later time(s) and/or dates as Minerva Bidco may,
subject to the rules of the City Code, decide) in respect of
Jacques Vert Shares which, together with Jacques Vert Shares
acquired or agreed to be acquired before or during the Offer, will
result in Minerva Bidco and any person acting in concert with it
holding Jacques Vert Shares carrying more than 50 per cent. of the
voting rights attaching to the Jacques Vert Shares."
2. Acceptances
With the market purchases referred to above, Minerva Bidco has
acquired, pursuant to the Offer or otherwise, 52.8 per cent. of
Jacques Vert's existing issued ordinary share capital.
The Jacques Vert Directors irrevocably undertook to accept (or
procure the acceptance of) the Offer, in respect of Jacques Vert
Shares held by them (and persons connected with them within the
meaning of section 252 of the Companies Act). The Jacques Vert
Directors and their connected parties own 2,383,465 Jacques Vert
Shares, representing approximately 1.2 per cent. of Jacques Vert's
existing issued ordinary share capital.
3. Settlement
Settlement of the consideration to which any Jacques Vert
Shareholder is entitled under the Offer will be despatched (in the
manner set out in, and subject to the provisions of, paragraph 13
of Part II of the Offer Document) to validly accepting Jacques Vert
Shareholders or credited to CREST accounts as appropriate (i) in
the case of acceptances received, valid and complete in all
respects, by the date on which the Offer becomes or is declared
wholly unconditional, within 14 days of the later of such date and
9 January 2011, or (ii) in the case of acceptances received, valid
and complete in all respects, after such date but while the Offer
remains open for acceptance, within 14 days of such receipt.
A letter to Jacques Vert Shareholders, containing further
details of the mandatory cash offer, will be sent to Jacques Vert
Shareholders as soon as practicable.
Terms defined in the Offer Document have the same meanings in
this announcement.
Zeus Capital Limited
(Financial Adviser to Minerva Bidco)
Richard Hughes Tel: 0161 831 1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
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.
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 Offer Document. The proposal for the Offer is being
made solely through the Offer Document (as amended by this
announcement) and the accompanying Form of Acceptance, which
contains 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.
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. 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(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 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.
Publication on website
A copy of this announcement will be available free of charge on
Jacques Vert's website at www.jacques-vert-plc.com by no later than
1.00 p.m. (London time) on 20 December 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAFANFALFFFF
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