Offer unconditional as to acceptances


 

TIDMBMC 
 
RNS Number : 4979Z 
Grandtop International Holdings Ltd 
23 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 Release23 September 2009 
 
 
 
 
Grandtop International Holdings Limited ("Grandtop") 
 
 
All cash offer for Birmingham City PLC ("Birmingham City") 
 
 
Offer unconditional as to acceptances 
 
 
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"). 
 
 
Level of Acceptances 
 
As at 1.00 p.m. on 22 September 2009 Grandtop had received valid acceptances in 
respect of 42,211,337 Birmingham City Shares representing approximately 51.8 per 
cent. of the current issued share capital of Birmingham City and approximately 
73.9 per cent. of the Birmingham City Shares to which the offer relates. 
 
Grandtop is, and was before the start of the Offer Period, already the 
registered and beneficial owner of 24,375,975 Birmingham City Shares, 
representing approximately 29.9 per cent. of Birmingham City's issued share 
capital. Accordingly, as at 1.00 p.m. on 22 September 2009 Grandtop owned or had 
received valid acceptances of the Offer in respect of a total of 66,587,312 
Birmingham City Shares representing in aggregate approximately 81.7 per cent. of 
the current issued share capital of Birmingham City. 
 
The Offer is now therefore unconditional as to acceptances, however, it remains 
subject to the other Offer conditions set out in the Offer Document dated 15 
September 2009, including the passing at the Grandtop Meeting(s) (or at any 
adjournment of such meeting(s)) of such resolutions as may be necessary as 
required under the HK Listing Rules or other applicable regulations or 
applicable laws, in order to approve, implement, and effect the Offer and the 
acquisition of the Birmingham City Shares pursuant to the Offer. 
 
 
Irrevocable commitments to accept the Offer 
 
 
Grandtop has received irrevocable undertakings to accept the Offer in respect of 
the following Birmingham City Shares; 
 
+-----------------------------------+---------------+-------------------------+ 
| Name                              | Number of     | Approximate percentage  | 
|                                   | Birmingham    | of Birmingham City's    | 
|                                   | City Shares   | issued share capital    | 
+-----------------------------------+---------------+-------------------------+ 
| David Sullivan as trustee of the  | 10,924,137    | 13.40%                  | 
| Roldvale and Associated Pension   |               |                         | 
| Scheme                            |               |                         | 
+-----------------------------------+---------------+-------------------------+ 
| Conegate Limited                  | 9,000,690     | 11.04%                  | 
+-----------------------------------+---------------+-------------------------+ 
| David Gold                        | 10,619,786    | 13.03%                  | 
+-----------------------------------+---------------+-------------------------+ 
| Ralph Gold                        | 10,212,413    | 12.53%                  | 
+-----------------------------------+---------------+-------------------------+ 
 
There are no valid acceptances outstanding in respect of Birmingham City 
Shares which are subject to irrevocable undertakings to accept the Offer. 
 
 
Acceptance Procedure 
 
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 p.m. on 6 October 2009, the First Closing Date. 
 
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 p.m. on 6 October 2009, the First 
Closing Date. 
 
 
General 
 
Save as described above none of Grandtop, any of the Grandtop Directors, their 
immediate families or related trusts or, so far as Grandtop is aware, any party 
acting in concert with Grandtop, has acquired or agreed to acquire, or has any 
interest in or right to subscribe in respect of any Birmingham City Shares or 
any other relevant securities, or has any short positions in respect of any 
Birmingham City Shares, or any other relevant securities, or has borrowed or 
lent any Birmingham City Shares, or any other relevant securities. 
 
A copy of this announcement will shortly be available on Grandtop's investor 
relations website www.irasia.com/listco/hk/grandtop/index.htm. 
 
Terms defined in the Offer Document dated 15 September 2009 have the same 
meanings when used 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. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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