Offer Document Posted


 

TIDMBMC 
 
RNS Number : 1069Z 
Grandtop International Holdings Ltd 
15 September 2009 
 

 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE 
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
 
For Immediate Release15 September 2009 
 
 
 
 
Grandtop International Holdings Limited ("Grandtop") 
 
 
All cash offer for Birmingham City PLC ("Birmingham City") 
 
 
Offer Document Posted 
 
 
 
 
On 21 August 2009, Grandtop announced an all cash offer for the whole of the 
issued and to be issued share capital of Birmingham City, other than those 
shares already held by Grandtop ("Offer"). 
 
Further to that announcement, Grandtop announces that the document containing 
the Offer ("Offer Document") is being posted to Birmingham City Shareholders 
today, together with the Form of Acceptance for Birmingham City Shareholders 
holding Birmingham City Shares in certificated form. 
 
 
The first closing date of the Offer is 6 October 2009. 
 
To accept the Offer for Birmingham City Shares held in certificated form, 
Birmingham City Shareholders should complete, sign and return the Form of 
Acceptance, which accompanies the Offer Document, in accordance with the 
instructions contained therein and set out in the Offer Document as soon as 
possible and, in any event, so as to be received by Capita Registrars, Corporate 
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later 
than 1.00 pm on 6 October 2009. 
 
To accept the Offer for Birmingham City Shares held in uncertificated form (that 
is, in CREST), Birmingham City Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in the Offer Document so that the TTE instruction settles as soon as possible 
and, in any event, by no later than 1.00 pm on 6 October 2009. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the 
Offer Document and the Form of Acceptance will be available free of charge, 
subject to certain restrictions relating to certain persons resident in 
Restricted Jurisdictions for inspection on 
www.irasia.com/listco/hk/grandtop/index.htm no later than 12.00 pm on 16 
September 2009. 
 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection (during normal business hours, Saturdays, Sundays and public holidays 
excepted) at the offices of BDO Stoy Hayward LLP, 55 Baker Street, London W1U 
7EU, throughout the period during which the Offer remains open for acceptance. 
 
Terms defined in the Offer Document dated 15 September 2009 have the same 
meaning in this announcement. 
 
 
Enquiries: 
 
 
Bankside Consultants (Public Relations Adviser to Grandtop) 
 
 
Simon Bloomfield 
                     Tel: +44 (0) 20 7367 8888 
Andrew Harris 
                      Tel: +44 (0) 20 7367 8888 
 
 
BDO Stoy Hayward Corporate Finance (Financial Adviser to Grandtop) 
 
 
Alex White Tel: +44 (0) 20 7486 5888 
John Stephan 
                       Tel: +44 (0) 121 352 6200 
 
 
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, 
Chartered Accountants, which is authorised and regulated in the UK by the 
Financial Services Authority, is acting for Grandtop and no one else in 
connection with the Offer and will not be responsible to anyone other than 
Grandtop for providing the protections afforded to clients of BDO Stoy Hayward 
Corporate Finance or for providing any financial advice in relation to the Offer 
or any matter referred to in this announcement. 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or the solicitation of an offer to subscribe for or buy any 
securities, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in any jurisdiction in contravention of any 
applicable law. The Offer is made solely by means of the Offer Document and, in 
the case of Birmingham City Shares held in certificated form, the Form of 
Acceptance accompanying the Offer Document. 
 
The Offer is not being made, directly or indirectly, in or into, or by the use 
of mails or any means or instrumentality (including without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facility of a national securities exchange of, the Restricted Jurisdictions and 
the Offer will not be capable of acceptance by any such use, means, 
instrumentality or facilities from or within the Restricted Jurisdictions . 
 
Copies of this document and any related documents are not being, and must not 
be, in whole or in part, directly or indirectly, mailed or otherwise forwarded, 
distributed or sent in or into or from a Restricted Jurisdiction and persons 
receiving this document and any related documents (including, without 
limitation, custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send them, in whole or in part, in or into or from a 
Restricted Jurisdiction or other such jurisdiction where to do so would 
constitute a violation of the relevant laws of such jurisdiction.  The 
availability of the Offer to persons who are not resident in the United Kingdom 
may be affected by the laws of relevant jurisdictions. Persons who are not 
resident in the United Kingdom should inform themselves about and observe any 
applicable requirements. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Birmingham City, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. (London time) on the Business Day following 
the date of the relevant transaction. This requirement will continue until the 
date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Birmingham City, they will be deemed to be a single person for 
the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Birmingham City by Grandtop or Birmingham City, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the Business Day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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