Statement re Offer
13 9월 2007 - 4:03PM
UK Regulatory
RNS Number:7806D
Highland Timber PLC
13 September 2007
13 September 2007
HIGHLAND TIMBER P.L.C. (the "Company" or "HTB")
Statement re. Offer for the Company
The Board of Highland Timber P.L.C. notes the announcement released on 11
September 2007 by the board of European Forest Resources Acquisition Limited
("EFRAL") of the terms of a cash offer of 120 pence per HTB Share (the "EFRAL
Offer") to be made by EFRAL for the entire issued and to be issued ordinary
share capital of the Company without the recommendation of the Board of the
Company. The EFRAL Offer values the issued and to be issued share capital of the
Company at approximately #14.8 million.
In addition, the HTB Board notes that it is a condition of the EFRAL Offer that
(i) the resolution to approve the sale of the Company's forestry assets (the
"Forests") to FIM Timber Growth Fund IV ("FIM TGF IV") to be put at the
Company's EGM to be held on 20 September 2007 (the "EGM") is defeated; and (ii)
that none of the individual forests comprising the Forests is sold or otherwise
materially encumbered, or their value materially impaired, prior to the EFRAL
Offer becoming or being declared unconditional in all respects. Furthermore, the
HTB Board notes that the EFRAL Offer will be capable of being declared
unconditional as to acceptances at any level above 50 per cent. of acceptances.
The HTB Board also notes that a number of the Company's shareholders have given
irrevocable undertakings to accept the EFRAL Offer in respect of 2,198,499 of
the Company's ordinary shares, representing 18.68 per cent. of the outstanding
share capital of the Company, and have agreed to vote against the resolution to
approve the sale of the Forests to FIM TGF IV at the EGM. This compares with the
irrevocable undertakings given by those directors of HTB who hold ordinary
shares in the Company in respect of 4,279,334 of the Company's ordinary shares,
being all the ordinary shares of the Company held legally and beneficially by
them and by interests related to them and their families, representing
approximately 36.4 per cent. of the Company's issued share capital, to vote in
favour of the resolution to approve the disposal of the Forests at the EGM.
The HTB Board continues to recognise that certain of the Company's shareholders
may wish to secure a full or a partial exit from their holding(s) in the Company
in the shorter term and that this may be either by way of an offer to be made
for the share capital of the Company or by way of a sale of the Forests and
subsequent return of capital to shareholders.
The Company's Directors look forward to receiving a copy of the EFRAL Offer
document and will provide a further update to the Company's shareholders as
required.
Enquiries: -
Highland Timber P.L.C. 020 7937 0755
Oliver Waring, Chief Executive Officer
Arbuthnot Securities Limited 020 7012 2000
Richard Johnson/Tom Griffiths
Rule 8 Notice
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 Highland Timber P.L.C, 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 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, 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 Highland Timber P.L.C, 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 Highland Timber P.L.C by European Forest Resources Acquisition
Limited or Highland Timber P.L.C, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon (London time) on the London
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 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, you should consult the Panel.
Circulation to shareholders
A copy of this announcement is being circulated to shareholders and will be
available from the Company's website at: www.highlandtimber.co.uk
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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