Settlement of Claim
16 1월 2009 - 4:00PM
UK Regulatory
TIDMFWY
RNS Number : 7408L
Fayrewood PLC
16 January 2009
Fayrewood plc
("Fayrewood" or the "Company")
Settlement of claim
Not for release, distribution or publication, in or into any jurisdiction where
it is unlawful to do so.
Further to the announcements made on 30 December 2008 and 7 January 2009, with
respect to claims from the ISI Purchasers totalling GBP4,564,754, the Company is
pleased to report that agreement has been reached for the settlement of all
present and (with limited exceptions) future, known and unknown claims arising
from ISI SPA for a cash consideration of GBP2.0 million payable by Fayrewood
(the "Settlement").
The Independent Directors therefore have no reason to believe that the Court
will not sanction the Scheme and Capital Reduction as proposed in the Scheme
Document dated 12 December 2008.
The Offer
Despite the Settlement, the Offer remains the same as originally made to
Shareholders on 10 December 2008 with each shareholder receiving:
for each Scheme Share 126
pence in cash
or
for each Scheme Share 98 pence
in cash and one Letchworth Ordinary Share
Best Estimate
In the announcement released on 10 December 2008, KBC Peel Hunt provided a best
estimate of the value of a Letchworth Ordinary Share ("Best Estimate"). As a
result of the Settlement, the Best Estimate has been revised from 28 pence to 26
pence. No other assumptions have been amended in arriving at the revised Best
Estimate.
In arriving at the original Best Estimate, KBC Peel Hunt assumed that if any
capital set aside by the Company for meeting claims under the ISI SPA remained
after 25 July 2009 (being the final date for the ISI purchaser to make any
claims against Fayrewood, other than in relation to tax), these funds would be
retained by Letchworth to augment its working capital, and to the extent not
utilised returned to shareholders on liquidation of Letchworth.
As a result of the Settlement, the theoretical maximum value of a Letchworth
Ordinary Share has also reduced from approximately 99 pence to approximately 76
pence. This is calculated by reference to the Remaining Assets, as adjusted to
take account of the Settlement, divided by the number of Letchworth Ordinary
Shares that would be issued based on the Take Up Assumption.
The revised Best Estimate does not represent the actual value of a Letchworth
Ordinary Share and a number of assumptions have been made to calculate it. If
the Assumptions prove too optimistic, it is possible that the actual value of a
Letchworth Ordinary Share will be less than the revised Best Estimate and if the
liabilities arising from Claims exceed the amount of the Remaining Assets, the
value of a Letchworth Ordinary Share would be GBPNil. Similarly, if the
Assumptions prove too pessimistic the actual value of a Letchworth Ordinary
Share may exceed the revised Best Estimate, although it could not exceed 76
pence, being the theoretical maximum value.
Further details of the information reviewed, assumptions relied upon and the
methodologies employed in order to arrive at the revised Best Estimate are set
out in the Guidance Letter, in Part 8 of the Scheme Document. The Guidance
Letter containing the Best Estimate has been provided solely for the use and
benefit of the Letchworth Directors. The Guidance Letter is not a formal
valuation and should not be relied upon as such by any party and KBC Peel Hunt
expressly disclaims any liability to any third party with respect to its the
contents. KBC Peel Hunt will not be responsible to anyone other than Letchworth
for providing the protections afforded to clients of KBC Peel Hunt in connection
with the Guidance Letter.
KBC Peel Hunt expresses no opinion or recommendation to any person as to whether
or not they should make any election for the Part Share Alternative. However,
the Independent Directors, who have been so advised by KBC Peel Hunt, consider
the terms of the Transaction to be fair and reasonable. In providing advice to
the Independent Directors, KBC Peel Hunt has taken into account their commercial
assessments.
Fayrewood Shareholders are strongly recommended to take their own independent
financial advice in considering whether or not to elect for the Part Share
Alternative.
Change of election
As stated in the announcement dated 7 January 2009, Shareholders for whom valid
elections are received on or before 16 January 2009 may amend these, if they
wish, by contacting Fayrewood's registrars, Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU (who may be
contacted on 0871 664 0321 or, from outside the UK, +44 20 8639 3399). Calls to
the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your
service providers' network extras.
Irrevocable undertakings to accept the Transaction
Irrevocable undertakings announced on 10 December 2008 in respect of elections
for the Part Share Alternative remain unchanged despite the Settlement.
Accordingly, Letchworth has undertakings from Fayrewood Shareholders (including
all the Independent Directors) to elect for the Part Share Alternative in
respect of 8,717,494 Fayrewood Shares, in aggregate, representing approximately
37.48 per cent. of the existing issued share capital of Fayrewood.
Recommendation
The Independent Directors, who have been so advised by KBC Peel Hunt, still
consider the terms of the Transaction to be fair and reasonable. In providing
advice to the Independent Directors, KBC Peel Hunt has taken into account their
commercial assessments. However, as before, the Independent Directors make no
recommendation as to whether to accept the Cash Offer or to elect for the Part
Share Alternative. The decision of Fayrewood Shareholders in this regard will
depend on their short and medium term liquidity requirements and on their
overall investment objectives. Fayrewood Shareholders are strongly advised to
seek their own independent advice and to consider, amongst other things,
paragraph 6 headed "Background to and Reasons for the Recommendation of the
Transaction" and the risk factors set out in paragraph 3.3 of Part 2 of the
Scheme document, before making any such election.
The timetable
The timetable remains the same as stated in the document sent to Fayrewood
Shareholders:
+--------------------------------------------------------+-----------------------+
| Latest time for receipt of Form of Election and | 4.00 p.m. on 6 |
| Electronic Election for the Part Share Alternative (1) | February 2009 |
| | |
+--------------------------------------------------------+-----------------------+
| | |
+--------------------------------------------------------+-----------------------+
| Last day of dealings in, and for registration of | 9 February 2009 |
| transfers of, Fayrewood Shares (2) | |
+--------------------------------------------------------+-----------------------+
| Scheme Record Time (2) | 6.00 p.m. on 9 |
| | February 2009 |
| | |
+--------------------------------------------------------+-----------------------+
| Dealing in Fayrewood Shares suspended (2) | 7.00 a.m. on 10 |
| | February 2009 |
| | |
+--------------------------------------------------------+-----------------------+
| Court Hearing (2) | 10 February 2009 |
| | |
+--------------------------------------------------------+-----------------------+
| Effective Date of the Scheme (2) | 11 February 2009 |
| | |
+--------------------------------------------------------+-----------------------+
| Cancellation of admission to trading on AIM of | 12 February 2009 |
| Fayrewood Shares (2) | |
+--------------------------------------------------------+-----------------------+
| Latest date for dispatch of cheques or settlement | within 14 days from |
| through CREST in respect of the cash consideration due | the Effective Date |
| under the Scheme and, where applicable, certificates | |
| in respect of Letchworth Ordinary Shares (2) | |
| | |
+--------------------------------------------------------+-----------------------+
(1) CREST Shareholders who wish to elect for the Part Share Alternative must do
so electronically.
(2) These times and dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and confirms the
associated Reductions of Capital.
Unless otherwise stated, all references in this document to times are to London
times.
The dates given are based on current expectations and may be subject to change.
If any of the expected dates change, the Company will give adequate notice of
the change by issuing an announcement through a Regulatory Information Service.
Unless the context otherwise requires, terms defined in the announcement dated
10 December 2008 have the same meaning in this announcement.
A copy of this announcement will be sent to all Fayrewood Shareholders and will
also be made available on the Company's website.
Enquiries:
Letchworth Investments
Tel: +44 (0)20 7430 9329
David Kleeman
Fayrewood
Tel: +44 (0)1398 331 215/07785 731130
Richard Templeton
KBC Peel Hunt Limited (Financial Adviser to Fayrewood)
Tel: +44 (0)20 7418 8900
Oliver Scott
Richard Kauffer
KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Fayrewood (and for Letchworth solely in connection with the
Guidance Letter) and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Fayrewood (or
as appropriate, Letchworth) for providing the protections afforded to clients of
KBC Peel Hunt nor for providing advice in relation to the matters described in
this announcement.
This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise. The Transaction will be made through the Scheme
Document, which contains the full terms and conditions of the Transaction
(including details of how to vote in respect of the Transaction). Any acceptance
of or other response to the Transaction should be made only on the basis of the
information contained in the Scheme Document. Fayrewood Shareholders are advised
to read the Scheme Document carefully.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Letchworth or of Fayrewood, 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 Scheme becomes effective, the Transaction
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
Letchworth or Fayrewood, 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 City Code, all "dealings" in "relevant
securities" of Letchworth or of Fayrewood by Letchworth or Fayrewood, 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 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 are defined in the City 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, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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