TIDMCPH
RNS Number : 5328U
Nando's Group Holdings Ltd
18 October 2010
FOR IMMEDIATE RELEASE
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE LAWS OF SUCH JURISDICTION
18 October 2010
RECOMMENDED CASH OFFER
for
The Clapham House Group plc ("Clapham House")
by
Nando's Group Holdings Limited ("NGHL")
OFFER DECLARED WHOLLY UNCONDITIONAL
On 17 September 2010, NGHL announced a firm intention to make a
recommended cash offer for the entire issued and to be issued
ordinary share capital of Clapham House not already owned by it or
its associates (the "Offer"). The full terms and conditions of the
Offer and the procedure for acceptance of the Offer were set out in
the offer document dated and posted to Clapham House Shareholders
on 24 September 2010 (the "Offer Document").
As at 1.00 p.m. (London time) on 15 October 2010, being the
first closing date of the Offer, NGHL and its associates own, or
NGHL has received valid acceptances in respect of, a total of
32,882,570 Clapham House Shares, representing approximately 80.10
per cent. of the issued share capital of Clapham House.
NGHL is hereby pleased to announce that it waives down the
existing 90 per cent. acceptance condition of the Offer set out in
paragraph 1 in Part A of Appendix I of the Offer Document and is
treating such acceptance condition and all of the other conditions
of the Offer as having been satisfied or, where applicable, waived.
The Offer is hereby declared wholly unconditional in all
respects.
Level of Acceptances
As at 1.00 p.m. (London time) on 15 October 2010, being the
first closing date of the Offer, NGHL has received valid
acceptances from Clapham House Shareholders in respect of a total
of 21,786,423 Clapham House Shares, representing approximately
53.07 per cent. of the issued share capital of Clapham House.
These acceptances include: (i) acceptances received in respect
of 4,312 873 Clapham House Shares (representing approximately 10.51
per cent. of the issued share capital of Clapham House) which were
subject to irrevocable undertakings given by the Clapham House
Directors and certain other Clapham House Shareholders to accept
the Offer; (ii) acceptances received in respect of 3,935,058
Clapham House Shares (representing approximately 9.59 per cent. of
the issued share capital of Clapham House) held by certain Clapham
House Shareholders who had given letters of intent in support of
the Offer; and (iii) acceptances received in respect of 2,006
Clapham House Shares held by persons acting in concert with
NGHL.
Other interests
As at 1.00 p.m. (London time) on 15 October 2010, being the
first closing date of the Offer, NGHL and those persons acting in
concert with NGHL had the following interests in or rights to
subscribe for Clapham House relevant securities:
Percentage of
Clapham House
Number of Clapham issued share
Name Nature of interest House shares capital
-------------------- ------------------- ------------------ ---------------
Capricorn Ventures
International Registered Clapham
Limited House Shareholder 11,096,147 27.03
Beneficial
Lisa de Silva interest 2,006 0.00
Save as disclosed in either this announcement or in the Offer
Document, none of NGHL nor any person acting in concert with NGHL
is interested in or has any rights to subscribe for any relevant
Clapham House securities nor has any short position in relation to
relevant securities of Clapham House (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangements to sell or
any delivery obligations or right to require another person to
purchase or take delivery in any relevant securities of Clapham
House.
Extension of Offer
The Offer will remain open for acceptance until further notice
and at least 14 days' notice will be given before the Offer is
closed. Clapham House Shareholders who have not yet accepted the
offer are urged to do so immediately. Full details of how to accept
the Offer are set out in the Offer Document which is available on
NGHL's website at http://www.nghl.co.uk.
Settlement
Settlement of consideration to which any accepting Clapham House
Shareholder (or their designated agents) is entitled under the
Offer will be despatched as follows: (i) in the case of acceptances
which have been received and are complete in all respects by 1.00
p.m. (London time) today, within 14 calendar days; or (ii) in the
case of acceptances received complete after 1.00 p.m. (London time)
today but while the Offer remains open for acceptance, within 14
calendar days of such receipt.
Compulsory acquisition, cancellation of AIM admission and
re-registration as a private company
Since sufficient acceptances under the Offer have been received
such that NGHL has, by virtue of its and its associates'
shareholdings and acceptances of the Offer, acquired or agreed to
acquire issued share capital carrying 75 per cent. of the voting
rights of Clapham House, NGHL intends to procure that Clapham House
makes an application to the London Stock Exchange to cancel the
admission of the Clapham House Shares to trading on AIM.
Cancellation of admission of the Clapham House Shares to trading on
AIM is likely to significantly reduce the liquidity and
marketability of any Clapham House Shares with respect to which the
Offer has not been accepted. Following such cancellation, NGHL
intends to procure that Clapham House re-registers from a public
limited company to a private limited company under the relevant
provisions of the Act.
If NGHL receives acceptances under the Offer in respect of, or
otherwise has, by virtue of its and its associates' shareholdings,
acquired 90 per cent. or more of the Clapham House Shares to which
the Offer relates, NGHL intends to exercise its rights pursuant to
the provisions of Part 28 of the Act, as applicable, to
compulsorily acquire the remaining Clapham House Shares in respect
of which the Offer has not been accepted on the same terms as the
Offer.
Enquiries:
The Maitland Consultancy (PR Adviser to NGHL)
Anthony Silverman +44 (0)20 7379 5151
Tom Eckersley
Lazard (Financial Adviser to NGHL)
Giles Roshier +44 (0)20 7187 2000
Terms defined in the Offer Document dated 24 September 2010 have the same meaning when used in this announcement.
The Offer Document and the Form of Acceptance are available for
inspection during usual business hours on any Business Day at the
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ until
the end of the Offer. A copy of the Offer Document and specimen
Form of Acceptance is also available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on NGHL's website at
http://www.nghl.co.uk until the end of the Offer.
You may request a hard copy of this announcement by contacting
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or by calling Capita Registrars on
0871 664 0321 (if calling from within the UK) or on +44 20 8639
3399 (if calling from outside the UK). Calls to the 0871 664 0321
number cost 10 pence per minute from a BT landline. Other network
providers' costs may vary. Lines are open 9.00 am to 5.00 pm
(London time) Monday to Friday (except UK public holidays). Calls
to the helpline from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer nor give any financial,
legal or tax advice. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
Lazard is authorised by the Financial Services Authority. Lazard
is acting exclusively for NGHL and no one else in connection with
the Offer and will not be responsible to anyone other than NGHL for
providing the protections afforded to clients of Lazard or for
providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for informational purposes only and does
not constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer is made solely by
means of the Offer Document and the Form of Acceptance accompanying
the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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 of jurisdictions outside the UK.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the UK or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by NGHL or required by the Code, and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance from
or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to Clapham House Shareholders who
are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the UK should inform themselves of, and observe,
any applicable requirements.
Forward looking statements
This announcement contains statements about NGHL and Clapham
House that are or may be forward looking statements. All statements
other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of NGHL or Clapham House's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on NGHL or Clapham House's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. NGHL disclaims
any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 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, 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 pm (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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
A copy of this announcement will be made available, free of
charge, at http://www.nghl.co.uk by no later than 12 noon (London
time) on 19 October 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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