SPNV Spazio

 

TIDMTCF TIDMSPNV 
 
RNS Number : 5261V 
Terra Catalyst Fund 
13 July 2009 
 

13 July 2009 
 
 
TERRA CATALYST FUND 
Investment Update 
Terra Catalyst Fund (the "Company") (AIM:TCF) today announces that further to 
its announcement on 8 June 2009 regarding its investment in Terra European 
Investments B.V. ("TEI"), which subsequently made a cash offer for the share 
capital of Spazio Investments N.V. ("Spazio") TEI has, on the first Closing Date 
of the Offer, received acceptances in respect of 37.5% Spazio Ordinary Shares, 
declared the Offer unconditional in all respects and extended the Offer until 
1.00pm on 24 July 2009 at which point the Offer will close. 
The text of statement which is being sent to Spazio shareholders by TEI today 
giving details of the level of acceptances received by TEI is set out below. 
 
 
-ends- 
 
 
ENQUIRIES TO: 
Terra Catalyst Fund 
Mike Haxby, Director 
www.terracatalystfund.com 
Tel: +44 (0)1624 690 900 
HSBC Securities Services (Isle of Man) Limited 
Sarah Wakeford 
Tel: +44 (0)1624 637 890 
Fairfax I.S. PLC 
James King/ Gillian McCarthy 
Tel: +44 (0)207 598 5368 
 
 
"First closing date and level of Acceptances 
As at 1.00pm on 10 July 2009, being the first closing date of the Offer, valid 
acceptances of the Offer had been received by Terra European Investments B.V. in 
respect of 8,596,732 Spazio Ordinary Shares (representing 52.7 per cent. of the 
Spazio Ordinary Shares to which the Offer relates and 37.5 per cent. of the 
issued share capital of Spazio). In aggregate Laxey Group now owns or controls 
15,219,972 Spazio Ordinary Shares representing 66.3 per cent. of the total 
issued share capital of Spazio. 
In the light of the level of acceptances received TEI has declared the Offer 
unconditional in all respects. The Offer has been extended and will remain open 
for acceptance until 1.00pm on 24 July 2009 at which time the Offer will close. 
Settlement of the consideration due to Spazio Shareholders who have accepted the 
Offer will be made in accordance with the procedures set out in the Offer 
Document. 
As the Laxey Group has achieved its objective of increasing its aggregate 
holding in Spazio to more than 50 per cent. of the total issued Spazio Ordinary 
Shares, the Laxey Group may be able, with the support of one or more of the 
other larger Spazio Shareholders, to control more than 75 per cent. of the 
issued ordinary share capital of Spazio. In this situation, remaining Spazio 
Shareholders should be aware that the Laxey Group, with support of such other 
Spazio Shareholders, may well seek to cancel the admission of the Spazio 
Ordinary Shares to trading on AIM and/or amend the Company's structure or 
governance. 
In accordance with the provisions of Rule 41 of the AIM Rules, cancellation of 
admission of the Spazio Ordinary Shares to trading on AIM would be conditional 
upon the consent of not less than 75 per cent. of the votes cast by Spazio 
Shareholders given in general meeting and notice of cancellation being given to 
the London Stock Exchange at least twenty business days prior to the intended 
date of cancellation. 
In the event that the admission to AIM was cancelled there would no longer be a 
market for Spazio Ordinary Shares. 
If the Laxey Group holds 95 per cent. of Spazio's issued share capital by 
nominal value, Dutch law will permit the Laxey Group to acquire the remaining 
Spazio Ordinary Shares by initiating proceedings against the remaining market 
holders. The price to be paid for such remaining shares would be determined by 
the Enterprise Section of the Amsterdam Court of Appeal. 
As the Laxey Group will now control over 50 per cent. of the issued and 
outstanding Spazio Ordinary Shares, it will no longer be bound by the provisions 
of Article 45.2 of the Articles of Association as Rule 9 of the UK City Code on 
Takeovers and Mergers (the terms of which are incorporated into the Articles of 
Association by Article 45.2) ceases to apply once a shareholder and their 
concert parties control 50 per cent. or more of a company's issued equity share 
capital. Accordingly, the Laxey Group will be able to purchase further Spazio 
Ordinary Shares in the market at any price without the obligation to make either 
a voluntary or mandatory offer under the terms of the Articles of Association. 
Spazio Shareholders who hold Spazio Ordinary Shares in registered book entry 
form who have not yet accepted the Offer are reminded to complete and return 
their Form of Acceptance as soon as possible in accordance with the instructions 
set out in the Offer Document and in the Form of Acceptance. Spazio Shareholders 
who hold Spazio Ordinary Shares in uncertificated form and who have not yet 
accepted the Offer are reminded to take the necessary steps through CREST as 
soon as possible. 
The definitions of certain capitalised expressions used in this announcement are 
contained in the Offer Document posted to Spazio Shareholders on 19 June 2009. 
The Directors of TEI accept responsibility for the information contained in this 
document. To the best of the knowledge and belief of the Directors of TEI (who 
have taken all reasonable care to ensure that such is the case), the information 
contained in this document for which they accept responsibility is in accordance 
with the facts and does not omit anything likely to affect the import of such 
information." 
 
 
NOTE TO EDITORS 
Terra Catalyst Fund 
Terra Catalyst Fund is a closed-ended Cayman Islands registered, exempted 
company established to invest in listed property companies and funds in Europe, 
with the objective of seeking to identify undervalued securities and actively 
seeking to close the valuation gap between the value at which the security is 
trading and its intrinsic value. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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