Offer declared unconditional in all respects


 

TIDMBMC 
 
RNS Number : 3294A 
Grandtop International Holdings Ltd 
06 October 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 Release6 October 2009 
 
 
 
 
Grandtop International Holdings Limited ("Grandtop") 
 
 
All cash offer for Birmingham City PLC ("Birmingham City") 
 
 
Offer declared unconditional in all respects 
 
 
 
 
Grandtop is pleased to announce that, all conditions of the Offer having been 
satisfied or waived, the Offer is hereby declared unconditional in all respects. 
 
 
Further acceptances of the Offer 
 
The Offer, which remains subject to the terms set out in the Offer Document 
posted to Birmingham City Shareholders on 15 September 2009, has been extended 
and will remain open for acceptances until further notice. 
 
Birmingham City Shareholders who hold their Birmingham City Shares in 
certificated form and who wish to accept the Offer should complete and sign the 
Form of Acceptance in accordance with the instructions set out in the Offer 
Document and in the Form of Acceptance and send that form (together with their 
share certificates) to Capita Registrars so as to be received as soon as 
possible. 
 
Birmingham City Shareholders who hold their Birmingham City Shares in 
uncertificated form (i.e. in CREST) and who wish to accept the Offer should 
follow the procedures for electronic acceptance through CREST set out in the 
Offer Document so that the TTE instruction settles as soon as possible. 
 
Additional copies of the Offer Document and Form of Acceptance can be obtained 
from Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if telephoning from 
outside the UK). 
 
 
Level of acceptances 
 
As at 1:00 pm (London time) on 6 October 2009, the first closing date of the 
Offer, Grandtop had received valid acceptances of the Offer in respect of 
52,244,161 Birmingham City Shares, representing approximately 64.1 per cent. of 
Birmingham City's existing issued share capital and approximately 91.4 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 6 October 2009 Grandtop owned or had 
received valid acceptances of the Offer in respect of a total of 76,620,136 
Birmingham City Shares representing in aggregate approximately 94.0 per cent. of 
the current issued share capital of Birmingham City. 
 
Prior to the announcement of the Offer on 21 August 2009, Grandtop received 
irrevocable undertakings to accept the Offer from certain Birmingham City 
Shareholders in respect of their entire beneficial shareholdings totalling 
40,757,026 Birmingham City Shares representing 50.0 per cent. of the entire 
issued share capital of Birmingham City.  Valid acceptances have been received 
in respect of all of these Birmingham City Shares and they are included in the 
acceptances figure above. 
 
 
Full details of the irrevocable undertakings are set out in the Offer Document 
dated 15 September 2009. 
 
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 accepted the Offer or 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. 
 
 
Settlement 
 
Settlement of the consideration due under the Offer in respect of valid 
acceptance received not later than 1.00pm (London time) on 6 October 2009 will 
be despatched (or, in respect of Birmingham City Shares held in uncertificated 
form, credited through CREST) on or before 20 October 2009.  Settlement of the 
consideration of valid acceptances received or made after 1.00pm (London time) 
on 6 October 2009 will be despatched or (in respect of Birmingham City Shares 
held in uncertificated form, credited through CREST) within 14 days of receipt 
of Forms of Acceptance which are valid and complete in all respects. 
 
 
Compulsory Acquisition 
 
Birmingham City Shareholders are reminded that because the level of Offer 
acceptances has passed 90 per cent. of the Birmingham City Shares to which the 
Offer relates, as set out in the Offer Document, Grandtop intends, as soon as 
practicable, to exercise its rights pursuant to sections 979 to 982 (inclusive) 
of the Companies Act 2006 to acquire compulsorily the remaining Birmingham City 
Shares in respect of which the Offer has not been accepted. 
 
 
Cancellation of trading on AIM and re-registration as a private company 
 
Birmingham City Shareholders are further reminded that, as a result of the Offer 
being declared unconditional in all respects, Grandtop intends in due course to 
procure the making of an application by Birmingham City to the London Stock 
Exchange for the cancellation of the admission to trading of Birmingham City 
Shares on AIM. 
 
Birmingham City Shareholders should note that the cancellation of the admission 
to trading of Birmingham City Shares on AIM will significantly reduce the 
liquidity and marketability of Birmingham City Shares which are not acquired 
under the Offer and their value may be materially and adversely affected as a 
consequence. 
 
It is also intended that Birmingham City will be re-registered as a private 
company under the relevant provisions of the Companies Act. 
 
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) 
 
 
Steve Liebmann      Tel: +44 (0) 20 7367 8888 
Andrew Harris      Tel: +44 (0) 20 7367 8888 
 
 
BDO Stoy Hayward Corporate Finance (Financial Adviser to Grandtop) 
 
 
Alex WhiteTel: +44 (0) 20 7486 5888 
 
 
 
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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