TIDMCPL
RNS Number : 7649P
Bronsstadet AB
22 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
22 July 2010
For immediate release
Mandatory Unconditional Cash Offer
by
BRONSSTADET AB
for the entire issued and to be issued ordinary share capital
(not already owned by the Bronsstadet Group )
of
CHAPELTHORPEPLC
("the Offer")
· Bronsstadet AB ("Bronsstadet") announces that it has today acquired a
further 5,052,500 ordinary shares in Chapelthorpe plc ("Chapelthorpe")
representing approximately 24.76 per cent. of the ordinary share capital of
Chapelthorpe ("Chapelthorpe Share(s)") for GBP1,263,125 (25 pence per
Chapelthorpe Share) and that it and its subsidiaries ("the Bronsstadet Group")
now own in aggregate 11,147,916 Chapelthorpe Shares, representing approximately
54.64 per cent. of the ordinary issued share capital of Chapelthorpe. As a
result of this share acquisition, as required under Rule 9 of the City Code,
Bronsstadet will be making a mandatory unconditional offer for the entire issued
and to be issued ordinary share capital of Chapelthorpe not already owned by the
Bronsstadet Group at a price of 25 pence per Chapelthorpe Share in cash.
· The Offer values the existing issued ordinary share capital of Chapelthorpe
at approximately GBP5.1 million in aggregate.
· The Offer represents a premium of approximately:
o 4.17 per cent to the Closing Price of 24 pence per Chapelthorpe Share on 21
July 2010, being the last Business Day immediately prior to the date of this
announcement;
o 33.7 per cent to 18.7 pence, being the average daily closing price per
ChapelthorpeShare over the 6 months prior to 21 July 2010, being the last
Business Day immediately prior to the date of this announcement; and
o 54.1 per cent to 16.2 pence, being the average daily closing price per
Chapelthorpe Share over the 12 months prior to 21 July 2010, being the last
Business Day immediately prior to the date of this announcement.
· Westhouse Securities Limited ("Westhouse Securities") is acting as
financial adviser to Bronsstadet.
· This announcement and all other documents, announcements or information
published in relation to the Offer by Bronsstadet will be available on the
website of Westhouse Securities (www.westhousesecurities.com).
Commenting on the mandatory cash offer, Peter Gyllenhammar, the chairman and
controlling shareholder in Bronsstadet, stated:
"The Bronsstadet Group has today acquired a significant stake in Chapelthorpe,
in addition to the shares we already own. This acquisition has triggered a
requirement to make an offer for the Chapelthorpe Shares that we do not already
own.
"We believe that being a public company is more of a liability than an asset to
Chapelthorpe and accordingly it is the Bronsstadet Group´s objective to arrange
for the cancellation of the admission to trading on AIM of the Chapelthorpe
Shares as soon as possible, subject to achieving the necessary acceptance under
the Offer. The minority Chapelthorpe Shareholders are being offered an
opportunity to realise their investment at a price representing a significant
premium to the average market price during the last 6 and 12 months
respectively.
"The Bronsstadet Group's acquisition of a majority holding in Chapelthorpe will
have no immediate impact on the businesses pursued by the operational
subsidiaries within the Chapelthorpe group. The only real difference will be
that in lieu of having Chapelthorpe as their ultimate parent company, they will
have the Bronsstadet Group as the controlling entity going forward."
Enquiries:
+-------------------------------------------+-----------------+
| Westhouse Securities Limited | +44 (0)20 7601 |
| | 6100 |
+-------------------------------------------+-----------------+
| Tim Metcalfe/Petre Norton | |
+-------------------------------------------+-----------------+
This summary should be read in conjunction with the full text of the
Announcement. The Offer will be unconditional and further details will be set
out in the Offer Document, which is expected to be issued as soon as is
reasonably practicable and, in any event, within 28 days of the Announcement.
Appendix I contains the sources and bases of information used in this summary
and the Announcement.
Appendix II contains the definitions of certain expressions used in this summary
and the Announcement.
Westhouse Securities, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for the
Bronsstadet Group and no one else in connection with the Offer and will not be
responsible to anyone other than the Bronsstadet Group for providing the
protections afforded to clients of Westhouse Securities nor for providing advice
in relation to the Offer, the content of this summary and the Announcement or
any other matter or arrangement referred to herein.
The Offer Document and the Form of Acceptance will be sent to holders of
Chapelthorpe Shares ("Chapelthorpe Shareholders") as soon as is reasonably
practicable, other than to certain overseas Chapelthorpe Shareholders in the
circumstances permitted under the City Code or in accordance with any
dispensation given by the Panel. The full terms of the Offer will be set out in
the Offer Document and the Form of Acceptance. In deciding whether or not to
accept the Offer, Chapelthorpe Shareholders should rely solely on the
information contained in, and follow the procedures set out in, the Offer
Document and Form of Acceptance.
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
Unless otherwise determined by Bronsstadet and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) or interstate
or foreign commerce of, or through any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Offer, when made, should not be
accepted by any such use, means, instrumentality or facilities from or within
any Restricted Jurisdiction. Accordingly, copies of the Announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent, into
or from any Restricted Jurisdiction and persons receiving the Announcement
(including, without limitation, custodians, nominees and trustees) should
observe these restrictions and not mail or otherwise forward, distribute or send
it in, into or from any Restricted Jurisdiction. Doing so may render invalid
any purported acceptance of the Offer. Notwithstanding the foregoing,
Bronsstadet will retain the right to permit the Offer to be accepted and any
sale of securities pursuant to the Offer to be completed if, in its sole
discretion, it is satisfied that the transaction in question can be undertaken
in compliance with applicable law and regulation.
Further Information on the Offer
No offer is being made to holders of preference shares in Chapelthorpe
("Chapelthorpe Preference Shares") as there is no requirement under the City
Code for such an offer to be made. Accordingly the Chapelthorpe Preference
Shares shall not be taken into account for the purposes of the acceptance
condition in Rule 10 of the City Code.
The availability of the Offer to Chapelthorpe Shareholders who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Chapelthorpe Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable requirements.
This summary and the Announcement have been prepared for the purposes of
complying with English law and the City Code and information disclosed may not
be the same as that which would have been disclosed if this summary and the
Announcement had been prepared in accordance with the laws of jurisdictions
outside England.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.
Forward Looking Statements
The Announcement, including information included or incorporated by reference in
the Announcement, may contain "forward-looking statements" concerning
Chapelthorpe and the Bronsstadet Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Bronsstadet assumes no obligation and does not
intend to update these forward-looking statements, except as required pursuant
to applicable law.
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% or more of any class of "relevant
securities" of Chapelthorpe, 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 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 Chapelthorpe, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Chapelthorpe by a member of the Bronsstadet Group or by
Chapelthorpe, 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 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 in this section 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 of the Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website or contact the Panel on telephone number +44 (0)20 7638 0129.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
22 July 2010
For immediate release
Mandatory Unconditional Cash Offer
by
BRONSSTADET AB
for the entire issued and to be issued ordinary share capital
(not already owned by the Bronsstadet Group)
of
CHAPELTHORPEPLC
("the Offer")
1. INTRODUCTION
The Board of Bronsstadet AB ("Bronsstadet") announces that it has today acquired
a further 5,052,500 ordinary shares in Chapelthorpe plc ("Chapelthorpe")
representing approximately 24.76 per cent. of the ordinary share capital of
Chapelthorpe ("Chapelthorpe Share(s)") for GBP1,263,125 (25 pence per
Chapelthorpe Share) and that it and its subsidiaries ("the Bronsstadet Group")
now owns in aggregate 11,147,916 Chapelthorpe Shares, representing approximately
54.64 per cent. of the ordinary issued share capital of Chapelthorpe. As a
result of this share acquisition, as required under Rule 9 of the City Code,
Bronsstadet will be making a mandatory unconditional offer for the entire issued
and to be issued ordinary share capital of Chapelthorpe not already owned by the
Bronsstadet Group at a price of 25 pence per Chapelthorpe Share in cash.
The Offer Document and the Form of Acceptance will be posted to Chapelthorpe
Shareholders as soon as reasonably practicable, other than to overseas
Chapelthorpe Shareholders, in the circumstances permitted under the City Code or
in accordance with any dispensation given by the Panel.
2. SUMMARY OF THE TERMS OF THE OFFER
The Offer, which will be unconditional, and of which further details will be set
out in the Offer Document and Form of Acceptance, will be made on the following
basis:
For each Chapelthorpe Share 25 pence in cash
The Offer values the existing issued ordinary share capital at approximately
GBP5.1 million in aggregate.
The Offer represents a premium of approximately:
o 4.17 per cent to the Closing Price of 24 pence per Chapelthorpe Share on 21
July 2010, being the last Business Day immediately prior to the date of this
announcement;
o 33.7 per cent to 18.7 pence, being the average daily closing price per
ChapelthorpeShare over the 6 months prior to 21 July 2010, being the last
Business Day immediately prior to the date of this announcement; and
o 54.1 per cent to 16.2 pence, being the average daily closing price per
Chapelthorpe Share over the 12 months prior to 21 July 2010, being the last
Business Day immediately prior to the date of this announcement.
Prior to the acquisition today by Bronsstadet of the 5,052,500 Chapelthorpe
Shares, the Bronsstadet Group owned 6,095,416 Chapelthorpe Shares which
represented approximately 29.87 per cent. of the existing issued ordinary share
capital of Chapelthorpe.
Following the acquisition today by Bronsstadet of the 5,052,500 Chapelthorpe
Shares, the Bronsstadet Group now owns 11,147,916 Chapelthorpe Shares,
representing approximately 54.64 per cent. of the ordinary issued share capital
of Chapelthorpe. Because the Bronsstadet Group now holds Chapelthorpe Shares
carrying more than 50 per cent. of the voting rights in Chapelthorpe, the Offer
is unconditional.
The Chapelthorpe Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party rights or interests of any nature
whatsoever and together with all rights now and hereafter attaching to them,
including, without limitation, the right to receive in full and retain all
dividends and other distributions (if any) declared, made or paid in respect of
the Chapelthorpe Shares on or after 22 July 2010.
3. BACKGROUND TO AND REASONS FOR THE OFFER
Through the Bronsstadet Group, Peter Gyllenhammar, the chairman and controlling
shareholder of the Bronsstadet Group, has been a significant shareholder in
Chapelthorpe for several years and since 24 April 2009 has held just below 30
per cent. of its share capital.
In recent years the Bronsstadet Group has participated in the appointment of a
new Chapelthorpe board and management team which it has supported through
Chapelthorpe's strategic turnaround phase.
Although the performance of Chapelthorpe has improved from an unsatisfactory
level, the share price performance has not, in the Bronsstadet Group's view,
reflected this performance. The Bronsstadet Group believes this is as a result
of Chapelthorpe's involvement in highly mature businesses, its dependence on raw
material prices and other significant items of cost that cannot be controlled by
Chapelthorpe. Chapelthorpe has also suffered from relatively high central costs,
a number of significant one-off costs and uncertainties relating to
Chapelthorpe's defined benefits pension schemes which are today in substantial
deficit.
The Bronsstadet Group also believes that the costs of being a public company
whose shares are admitted to trading on AIM outweigh the benefits, particularly
in relation to the direct costs involved and the significant board and senior
management time required.
The price offered to Chapelthorpe Shareholders, in the Bronsstadet Group's view,
reflects the perceived potential to enhance Chapelthorpe´s value as a private
company within the Bronsstadet Group. It is, therefore, the Bronsstadet Group's
intention to cancel the admission to trading on AIM of the Chapelthorpe Shares
and re-register Chapelthorpe as a private company, subject to sufficient
acceptances of the Offer.
As a result of Bronsstadet's acquisition of H's 5,052,500 Chapelthorpe Shares
(representing 24.76 per cent. of the issued share capital of Chapelthorpe),
Bronsstadet is required under Rule 9 of the City Code to make an offer for all
the outstanding Chapelthorpe Shares it or the Bronsstadet Group do not already
own. Furthermore, as a result of this purchase, which takes the Bronsstadet
Group's ownership in Chapelthorpe to 54.64 per cent. of the issued share
capital, this offer will be unconditional in all respects.
4. INFORMATION ON BRONSSTADET
Bronsstadet is a company incorporated in Sweden which is wholly owned by Peter
Gyllenhammar AB, a company also incorporated in Sweden and wholly owned by Peter
Gyllenhammar. Bronsstadet is the parent company of Browallia AB, a company
incorporated in Sweden, which is responsible for the management of the UK
investment portfolio of the Bronsstadet Group. Browallia AB has the following
wholly owned subsidiaries incorporated in England and Wales: Browallia (UK)
Limited; Browallia Holdings Limited; and the Union Discount Company of London
Limited.
The overall objective of the Bronsstadet Group is to maximise the long term
value of the group to its owner, whilst retaining a conservative level of
financial as well as operational risk.
The Bronsstadet Group has three principal areas of business:
· Real estate development/investment, predominantly in Sweden. The
Bronsstadet Group owns approximately 25 commercial properties which generate
strong cash flows. The group has a complete in-house management team pursuing
this successful operation.
· Investment in a wide portfolio of small/micro cap public companies,
predominantly in the UK. The Bronsstadet Group has a proactive investment policy
and has been involved in a number of successful restructurings of companies in
its portfolio.
· 100% ownership of the Northampton based boiler and ventilation manufacturer
Johnson & Starley Ltd which in the 14 month period ended 30 June 2009 reported
audited turnover of GBP20.1 million and had 114 employees.
Peter Gyllenhammar (56) is executive chairman and beneficial owner of
Bronsstadet. Martin Hansson (34) is Managing Director and is also responsible
for the Bronsstadet Group´s property company Galjaden Fastigheter AB. Jan
Holmström (57) is Managing Director of Browallia AB, and is responsible for the
UK investment portfolio. He is a non executive director of Chapelthorpe (having
been appointed to the board in May 2010) as well as of a number of other public
companies within the Bronsstadet portfolio.
For the financial year ending 30 June 2009, Bronsstadet reported audited
turnover of SEK303 million and profits before tax of SEK21 million. As at 30
June 2009 Bronsstadet had consolidated nets assets of SEK315 million including
gross cash of SEK125 million.
5. INFORMATION ON CHAPELTHORPE
Chapelthorpe, which is quoted on AIM, is an international manufacturer of
coloured polypropylene staple fibre and filament. It is one of the largest
independent suppliers of polypropylene fibres to the automotive, floorcoverings,
technical textiles, geotextiles and home furnishings markets. The Group is a
large independent coloured polypropylene staple fibre producer in Europe and one
of the leading suppliers of polypropylene fibre to the US automotive industry.
Chapelthorpe also has joint ventures in the specialist coatings industry,
supplying vinyl coated paper and plastisol to the wallcoverings industry.
For the financial year ending 31 March 2010, the Chapelthorpe Group reported
consolidated revenue of GBP87.8 million and profit before tax and exceptional
items of GBP1.0 million. As at 31 March 2010, Chapelthorpe had consolidated
gross assets of GBP33.7 million and shareholders' funds of GBP12.1 million after
taking into account net retirement benefit obligations of GBP8.8 million (being
defined benefit obligation of GBP53.1 million offset by the fair value of the
schemes' assets of GBP44.3 million).
6.STRATEGY
It is the Bronsstadet Group's intention, subject to receiving the necessary
acceptances, to effect the cancellation of the admission to trading on AIM of
the Chapelthorpe Shares and to subsequently arrange for Chapelthorpe's
re-registration as a private company (see below).
The Bronsstadet Group does not intend to make any operational changes to
Chapelthorpe in the near future.
7. DIRECTORS, MANAGEMENT, EMPLOYEES AND LOCATIONS
The Bronsstadet Group attaches importance to the skills and experience of the
employees of Chapelthorpe. The Bronsstadet Group confirms that the employment
rights, including pension rights, of the management and employees of
Chapelthorpe and its subsidiaries will be fully safeguarded as required by
applicable law.
Subject to the passing of any necessary shareholder resolutions by Chapelthorpe
Shareholders, the Bronsstadet Group will appoint a majority of nominees to
Chapelthorpe's board of directors and may seek to make other changes at Board
level. The Bronsstadet Group intends to conduct a review of Chapelthorpe's
operations.
Subject to the review of operations described above, the Bronsstadet Group does
not currently envisage any changes to the locations of the places of business of
Chapelthorpe and its subsidiaries nor does it expect to redeploy any of their
fixed assets.
Save for any changes to be made to the Board, the Bronsstadet Group does not
anticipate the Offer having any effect on the rights and continued employment of
the current employees and management of the Chapelthorpe Group.
Bronsstadet does not propose to enter into any incentivisation arrangements with
members of Cape's management who are interested in shares in Cape.
8. INTERESTS IN CHAPELTHORPE SHARES
The Bronsstadet Group is the beneficial owner of a total of 11,147,916
Chapelthorpe Shares, representing approximately 54.64 per cent. of the existing
issued ordinary share capital of Chapelthorpe. Of these 11,147,916 Chapelthorpe
Shares, 9,132,596 are held by Bronsstadet AB and 2,014,920 are held by The Union
Discount Company of London Limited.
Save for the Chapelthorpe Shares referred to in this paragraph 8, neither
Bronsstadet, nor any of its directors, nor any member of the Bronsstadet Group,
nor so far as they are aware, any person acting in concert with Bronsstadet,
owns or controls or has any interests in securities in any Chapelthorpe Shares
(including pursuant to any long exposure, whether conditional or absolute, to
changes in the prices of securities) or any rights to subscribe for or purchase
or any option to acquire or any obligation to take delivery of, any Chapelthorpe
Shares or has entered into any derivatives referenced to Chapelthorpe Shares or
which result in that person holding a long position in securities related to
Chapelthorpe Shares ("Relevant Chapelthorpe Securities") which remain
outstanding, nor does any such person hold any short positions in relation to
Relevant Chapelthorpe Securities (whether conditional or absolute and whether in
the money or otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase Relevant Chapelthorpe Securities.
Neither Bronsstadet nor, so far as they are aware, any person acting in concert
with Bronsstadet has borrowed or lent any Relevant Chapelthorpe Securities.
Bronsstadet will be disclosing details required to be disclosed under Rule
8.1(a) of the City Code on the same day as the date of this announcement.
9. FINANCING THE OFFER
Full acceptance of the Offer by all Shareholders before the Offer closes, will
result in the payment of approximately GBP2,314,043.50 million in cash for
9,256,174 Chapelthorpe Shares.
The cash consideration payable under the terms of the Offer is to be financed
from the Bronsstadet Group's own cash resources. Westhouse Securities, financial
adviser to Bronsstadet, has confirmed that it is satisfied that sufficient
financial resources are available to Bronsstadet to satisfy the cash
consideration payable to Chapelthorpe Shareholders as a result of full
acceptance of the Offer.
10. COMPULSORY ACQUISITION AND CANCELLATION OF ADMISSION TO AIM
If Bronsstadet receives acceptances under the Offer in respect of, and/or
otherwise acquires 90 per cent. or more in value of the Chapelthorpe Shares to
which the Offer relates (and not less than 90 per cent. of the voting rights
carried by Chapelthorpe Shares to which the Offer relates), it intends to
exercise its rights pursuant to the provisions of Part 28 of the Act to acquire
compulsorily any remaining Chapelthorpe Shares in respect of which acceptances
have not then been received on the same terms as the Offer.
If sufficient acceptances under the Offer are received and subject to any
applicable requirements of the London Stock Exchange, the Bronsstadet Group
intends to procure that Chapelthorpe makes an application to cancel the
admission of Chapelthorpe Shares to trading on AIM as soon as practicable
Cancellation of admission to trading on AIM would significantly reduce the
liquidity and marketability of any Chapelthorpe Shares not assented to the Offer
at that time and the value of any such Chapelthorpe Shares may be affected as a
consequence.
It is also intended that, once the AIM admission has been cancelled,
Chapelthorpe will be re-registered as a private company under the relevant
provisions of the Act.
11. CHAPELTHORPE PREFERENCE SHARES
No offer will be made for the Chapelthorpe Preference Shares as there is no
requirement under the City Code for such an offer to be made. Accordingly the
Chapelthorpe Preference Shares shall not be taken into account for the purposes
of the acceptance condition in Rule 10 of the City Code.
12. GENERAL
The Offer Document and the Form of Acceptance will be sent to Chapelthorpe
Shareholders as soon as is reasonably practicable, other than to overseas
Chapelthorpe Shareholders in the circumstances permitted under the City Code or
in accordance with any dispensation given by the Panel. The full terms of the
Offer will be set out in the Offer Document and the Form of Acceptance. In
deciding whether or not to accept the Offer, Chapelthorpe Shareholders should
rely solely on the information contained in, and follow the procedures set out
in, the Offer Document and Form of Acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. If you remain in any doubt, you should
consult your professional adviser in the relevant jurisdiction without delay.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
Unless otherwise determined by Bronsstadet and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of the mails of, or by any means or instrumentality
(including without limitation, telephonically or electronically) or interstate
or foreign commerce of, or through any facilities of a national securities
exchange of a Restricted Jurisdiction, and the Offer, when made, should not be
accepted by any such use, means, instrumentality or facilities from or within
any Restricted Jurisdiction. Accordingly, copies of this Announcement are not
being, and must not be, mailed or otherwise forwarded distributed or sent, into
or from any Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation custodians, nominees and trustees) should observe
these restrictions and not mail or otherwise forward, distribute or send it in,
into or from any Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. Any person (including, without limitation,
custodians, nominees and trustees) who would, or otherwise intends to, or who
may have a contractual or legal obligation to, forward this Announcement and/or
any other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Notwithstanding the foregoing, Bronsstadet
will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix I. Certain terms used in this Announcement
are defined in Appendix II.
Enquiries:
+---------------------------------------+---------------------+
| Westhouse Securities Limited | +44 (0) 20 7601 |
| | 6100 |
+---------------------------------------+---------------------+
| Tim Metcalfe/Petre Norton | |
+---------------------------------------+---------------------+
Westhouse Securities, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Bronsstadet
and no one else in connection with the Offer and will not be responsible to
anyone other than Bronsstadet for providing the protections afforded to clients
of Westhouse Securities nor for providing advice in relation to the Offer, the
content of this Announcement or any other matter or arrangement referred to
herein.
The directors of Bronsstadet accept responsibility for the information contained
in this Announcement, save that the only responsibility accepted by them in
respect of information in the Announcement relating to Chapelthorpe, which has
been compiled from public sources, is to ensure that such information has been
correctly and fairly reproduced and presented. Subject to the above, to the
best of the knowledge and belief of the directors of Bronsstadet (who have taken
all reasonable care to ensure that such is the case), the information contained
in this Announcement for which they are responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, 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 WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
IN DECIDING WHETHER OR NOT TO ACCEPT THE OFFER, CHAPELTHORPE SHAREHOLDERS MUST
RELY SOLELY ON THE TERMS AND CONDITION OF THE OFFER AND THE INFORMATION
CONTAINED AND PROCEDURES DESCRIBED IN THE OFFER DOCUMENT AND THE ACCOMPANYING
FORM OF ACCEPTANCE.
Further Information on the Offer
This Announcement has been prepared for the purposes of complying with English
law and the City Code and 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 England.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.
Forward Looking Statements
This Announcement, including information included or incorporated by reference
in this Announcement, may contain "forward-looking statements" concerning
Chapelthorpe and Bronsstadet. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Bronsstadet assumes no obligation and does not
intend to update these forward-looking statements, except as required pursuant
to applicable law.
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% or more of any class of "relevant
securities" of Chapelthorpe, 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 3.30p.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 period 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 Chapelthorpe, 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 Chapelthorpe by Bronsstadet or by Chapelthorpe, 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 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 in this section 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 of the Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website or contact the Panel on telephone number +44 (0)20 7638 0129.
If you are in any doubt about the Offer, the contents of this Announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX I
Bases and Sources
(a) Unless otherwise stated, the financial information relating to
Chapelthorpe has been extracted or derived, without material adjustment, from
Chapelthorpe's audited accounts and the audited consolidated financial
statements for Chapelthorpe for the year ended 31 March 2010.
(b) References to the existing issued share capital of Chapelthorpe are
references to Chapelthorpe Shares in issue on 20 July 2010 (being the last
practicable Business Day prior to the release of this Announcement), being
20,404,090 Chapelthorpe Shares.
(c) The value attributed to the existing issued and to be issued share
capital of Chapelthorpe is based upon the 20,404,090 Chapelthorpe Shares being
in issue on 20 July 2010 (being the latest practicable date prior to the date of
this Announcement).
(d) Chapelthorpe Share prices represent the Closing Price on the relevant
date.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement, unless the context
otherwise requires:
+---------------------+-----------------------------------------+
| "Act" or "Companies | the Companies Act 2006 (as amended); |
| Act" | |
+---------------------+-----------------------------------------+
| "AIM" | the AIM market of the London Stock |
| | Exchange; |
| | |
+---------------------+-----------------------------------------+
| "Announcement" | this announcement made by Bronsstadet |
| | under Rule 2.5 of the City Code |
| | regarding the proposed acquisition of |
| | Chapelthorpe by means of the Offer; |
| | |
+---------------------+-----------------------------------------+
| "Australia" | the Commonwealth of Australia, its |
| | possessions and territories and all |
| | areas subject to its jurisdictions or |
| | any political subdivisions therof; |
| | |
+---------------------+-----------------------------------------+
| "authorisations" | authorisations, orders, recognitions, |
| | grants, consents, licences, |
| | confirmations, clearances, permissions |
| | and approvals; |
| | |
+---------------------+-----------------------------------------+
| "Board" | the board of directors of Chapelthorpe; |
| | |
+---------------------+-----------------------------------------+
| "Bronsstadet" | Bronsstadet AB, a company incorporated |
| | in Sweden; |
| | |
+---------------------+-----------------------------------------+
| "Bronsstadet Group" | Bronsstadet, its subsidiaries and |
| | subsidiary undertakings, parent or |
| | sister companies, and "member of the |
| | Bronsstadet Group" shall be construed |
| | accordingly; |
| | |
+---------------------+-----------------------------------------+
| "Business Day" | a day on which AIM is open for normal |
| | business; |
| | |
+---------------------+-----------------------------------------+
| "Canada" | Canada, its possessions and territories |
| | and all areas subject to its |
| | jurisdiction or any political |
| | subdivision thereof; |
| | |
+---------------------+-----------------------------------------+
| "Chapelthorpe" | Chapelthorpe plc, a public limited |
| | company incorporated in England and |
| | Wales with registered number 00468624 |
| | and having its registered office at Old |
| | Mills, Drighlington, Bradford, West |
| | Yorkshire BD11 1BY; |
| | |
+---------------------+-----------------------------------------+
| "Chapelthorpe | The First cumulative preference shares |
| Preference Shares" | of 50 pence each and the Second |
| | cumulative preference shares of GBP1 |
| | each; |
| | |
+---------------------+-----------------------------------------+
| "Chapelthorpe | a director of Chapelthorpe; |
| Director" | |
+---------------------+-----------------------------------------+
| "Chapelthorpe | holders of Chapelthorpe Shares; |
| Shareholders" | |
+---------------------+-----------------------------------------+
| "Chapelthorpe | ordinary shares of one penny each in |
| Shares" | the capital of Chapelthorpe; |
| | |
+---------------------+-----------------------------------------+
| "Closing Price" | the closing middle market quotation of |
| | a Chapelthorpe Share for the day to |
| | which such price relates, as derived |
| | from the London Stock Exchange; |
| | |
+---------------------+-----------------------------------------+
| "Code" or "City | the City Code on Takeovers and Mergers; |
| Code" | |
+---------------------+-----------------------------------------+
| "Form of | the form of acceptance and authority |
| Acceptance" | relating to the Offer which accompanies |
| | the Offer Document; |
| | |
+---------------------+-----------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000 (as amended); |
| | |
+---------------------+-----------------------------------------+
| "Japan" | Japan, its possessions and territories |
| | and all areas subject to its |
| | jurisdiction or any political |
| | subdivision thereof; |
| | |
+---------------------+-----------------------------------------+
| "London Stock | London Stock Exchange plc, together |
| Exchange" | with any successors thereto; |
| | |
+---------------------+-----------------------------------------+
| "Merger Regulation" | Council Regulation 139/2004/EC; |
| | |
+---------------------+-----------------------------------------+
| "Offer" | the mandatory cash offer to be made by |
| | Bronsstadet pursuant to Rule 9 of the |
| | City Code to acquire the entire issued |
| | and to be issued share capital of |
| | Chapelthorpe not already owned by the |
| | Bronsstadet Group, on the terms set out |
| | in the Offer Document and the Form of |
| | Acceptance and (where the context |
| | permits) any subsequent revision, |
| | variation, extension or renewal |
| | thereof; |
| | |
+---------------------+-----------------------------------------+
| "Offer Document" | the document containing the Offer which |
| | will be posted to Chapelthorpe |
| | Shareholders as soon as is reasonably |
| | practicable; |
| | |
+---------------------+-----------------------------------------+
| "Offer Period" | the period commencing on 22 July 2010 |
| | and ending on the date which is the |
| | latest of (i) the first closing date of |
| | the Offer and (ii) the date on which |
| | the Offer lapses or is withdrawn; |
| | |
+---------------------+-----------------------------------------+
| "Offer Price" | 25 pence per Chapelthorpe Share; |
| | |
+---------------------+-----------------------------------------+
| "Panel Executive" | the body responsible for the day-to-day |
| | regulation of takeovers under the Code; |
| | |
+---------------------+-----------------------------------------+
| "Restricted | the United States, Canada, Australia |
| Jurisdiction" | and Japan and any other jurisdiction to |
| | which or where the extension or |
| | acceptance of the Offer would breach or |
| | violate the law of that jurisdiction; |
| | |
+---------------------+-----------------------------------------+
| "subsidiary", | have the meanings given to them by the |
| "subsidiary | Companies Act and "substantial |
| undertaking", | interest" means a direct or indirect |
| "associated | interest in 20 per cent. or more of the |
| undertaking" and | equity capital of an undertaking; |
| "undertaking" | |
+---------------------+-----------------------------------------+
| "UK" or "United | the United Kingdom of Great Britain and |
| Kingdom" | Northern Ireland; |
| | |
+---------------------+-----------------------------------------+
| "United States" or | the United States of America, its |
| "US" | territories and possessions, any state |
| | of the United States and the District |
| | of Columbia and all other areas subject |
| | to its jurisdiction; and |
| | |
+---------------------+-----------------------------------------+
| "Westhouse | Westhouse Securities Limited, being the |
| Securities" | financial adviser to Bronsstadet. |
+---------------------+-----------------------------------------+
All references to legislation in this Announcement are to legislation of England
and Wales, unless the contrary is indicated. Any reference made to any provision
of any legislation includes any amendment, modification, re-enactment or
extension thereof.
The singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.
References to "GBP", "Sterling", "p", "penny" and "pence" are to the lawful
currency of the United Kingdom.
References to "US$", "US dollars", "c", and "cent" are to the lawful currency of
the United States of America.
References to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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