Offer Update
22 5월 2009 - 3:00PM
UK Regulatory
TIDMBLUE TIDMDGT
RNS Number : 6873S
Blue Oar PLC
22 May 2009
Blue Oar PLC
Possible offer for Dowgate Capital PLC
Offer update
For immediate release
22 May 2009
The board of Blue Oar PLC ("Blue Oar") announces that it has received
irrevocable undertakings yesterday in respect of a possible offer by Blue Oar
for the whole of the issued share capital of Dowgate Capital PLC ("Dowgate")
(the "Proposal").
In total, Blue Oar now either owns or has irrevocable undertakings over 27.8% of
the issued share capital of Dowgate.
The irrevocable undertakings commit the signatories to accept the Proposal
whether structured either:
* by way an offer of not less than 6p in cash for every Dowgate share (the
"Offer") whether or not such Offer is recommended by Dowgate's board, or
* by way of a scheme of arrangement which is recommended by the board of Dowgate,
whereby Blue Oar will offer 60p in cash and three new Blue Oar shares for every
ten Dowgate shares held (or, as an alternative, 15 Blue Oar shares for every 10
Dowgate shares)(the "Scheme").
It is emphasised that it is possible that the Proposal, whether made by Offer or
Scheme, will not proceed and the irrevocable undertakings will cease to be
binding as at close of business on 16 July 2009 if no firm offer announcement
has been made in respect of the Proposal by that date. If an announcement
committing Blue Oar to a firm Offer or Scheme is announced by 16 July 2009, the
irrevocable undertakings will remain valid until such Offer or Scheme is
withdrawn or lapses. The irrevocable undertakings continue to bind the
signatories in the event of a higher offer.
The irrevocable undertakings were signed by the signatories in respect of their
entire Dowgate shareholdings, set out with the percentages of Dowgate shares in
issue, as follows:
NameDowgate Shareholding %
Clive Mattock 2,242,948
5.7
Dru Edmonstone 4,424,33311.2
Total6,667,28116.9
Blue Oar, which holds 4,316,794 Dowgate shares representing 10.9% of its issued
share capital, is seeking the Dowgate board's decision whether or not it intends
to co-operate with, implement and recommend the Scheme, which would result in
additional consideration being paid. In the event that no such co-operation and
recommendation is forthcoming, Blue Oar reserves the right, but has no
obligation, to make the Offer.
The Offer, if made, would value each Dowgate share at 6p which represents a
premium of 100% to the middle market price of 3p per Dowgate share as at close
of business on 9 April 2009, being the dealing day before the commencement of
the offer period. Based on the middle market closing price of 4.0p for a Blue
Oar share as at close of business on 21 May 2009, the Scheme would value each
Dowgate Share at 7.2p (ie 6p in cash and 1.2p in Blue Oar shares) representing a
premium of 140% to the middle market price of 3p per Dowgate share as at close
of business on 9 April 2009.
A further announcement will be made in due course.
The persons who are responsible for this announcement are the directors of Blue
Oar. To the best of the knowledge and belief of the directors of Blue Oar, who
have taken all reasonable care to ensure that such is the case, the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
A copy of this announcement is available on Blue Oar's website at:
http://www.blueoar.co.uk/news.asp
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPILFLDESILFIA
Dowgate Capital (LSE:DGT)
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