Offer Update
08 8월 2009 - 2:10AM
UK Regulatory
TIDMRTY
RNS Number : 1282X
Black Sea Global Properties Limited
07 August 2009
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan
7 August 2009
BLACK SEA GLOBAL PROPERTIES LIMITED AND
RUTLEY EUROPEAN PROPERTY LIMITED
RECOMMENDED CASH OFFER
BY
BLACK SEA GLOBAL PROPERTIES LIMITED
FOR
RUTLEY EUROPEAN PROPERTY LIMITED
OFFER UPDATE
On 9 July 2009, the board of Black Sea Global Properties Limited ("BSGP")
announced the terms of a revised cash offer (the "Increased Offer"), to be made
by BSGP for the whole of the issued and to be issued redeemable preference share
capital of Rutley European Property Limited ("Rutley" or the "Company") not
already owned or otherwise contracted to be acquired by BSGP. On 24 July 2009,
having received valid acceptances in respect of 140,843,147 Rutley Shares,
representing approximately 67.31 per cent. of the existing issued redeemable
preference share capital of Rutley, the Increased Offer was declared
unconditional in all respects.
The board of BSGP is pleased to announce that, as of 3.00pm (London Time) on
7 August 2009, when the Increased Offer closed, valid acceptances had been
received in respect of a total of 157,957,495 Rutley Shares, representing
approximately 75.49 per cent. of the existing issued redeemable preference share
capital of Rutley.
BSGP also acquired 150,000 Rutley Shares prior to making the offer for Rutley,
representing a total of approximately 0.07 per cent. of the existing issued
redeemable preference share capital of Rutley.
Accordingly, BSGP either owns, or has received valid acceptances in respect of,
a total of 158,107,495 Rutley Shares, representing, in aggregate, approximately
75.56 per cent. of the existing issued redeemable preference share capital of
Rutley.
As a result, Rutley has less than 25 per cent. of its Shares in public hands
and, as such, is technically in breach of Listing Rule 6.1.19 (3). Rutley may
therefore be required to cancel the admission of its Shares to the Official List
of the UK Listing Authority (the "UKLA") and to trading on the London Stock
Exchange's market for listed securities (the "Listing"). However, BSGP remains
committed to retaining Rutley's London listing and is currently considering a
number of options to enable the Company to comply with Listing Rule 6.1.19 (3).
BSGP is currently in discussions with the UKLA regarding the options available
to comply with Listing Rule 6.1.19 (3). The Listing will be maintained pending
the outcome of these discussions. A further announcement will be made in due
course.
Dinu Patriciu of BSGP commented: "At the outset of this process we made it clear
that our intention was to take a majority stake in Rutley which would allow us
to stabilise the Company's financial position, take other measures to improve
the Company's performance and create a platform for future growth. At the same
time, we always intended to retain Rutley's listing on the London Stock Exchange
and our offer was designed to allow those shareholders wishing to remain
invested to do so. We are pleased that our offer has been accepted and are now
working with our advisers to ensure that we are able to retain the Company's
listing."
David Pinckney, chairman of Rutley, commented: "I am pleased by the success of
the offer by BSGP for Rutley and look forward to continuing my work as the
chairman of the Company alongside our new majority shareholder."
Terms used but not defined in this announcement shall have the meaning given to
them in the Increased Offer Document posted to Rutley Shareholders on 10 July
2009.
Enquiries
+----------------------------------------------+----+----------------------+
| Lazard & Co., Limited (Financial Adviser to | | +44 (0) 20 7187 2000 |
| BSGP) | | |
| Patrick Long | | |
| Michael Bressler | | |
+----------------------------------------------+----+----------------------+
| Oriel Securities Limited (Broker to BSGP) | | +44 (0) 20 7710 7600 |
| Tom Durie | | |
| Sapna Shah | | |
+----------------------------------------------+----+----------------------+
| Financial Dynamics (PR adviser to BSGP) | | +44 (0) 20 7831 3113 |
| Richard Sunderland | | |
| Stephanie Highett | | |
| Rachel Drysdale | | |
| | | |
+----------------------------------------------+----+----------------------+
Lazard & Co., Limited ("Lazard"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Increased Offer and no-one
else and will not be responsible to anyone other than BSGP for providing the
protections afforded to customers of Lazard or for providing advice in relation
to the Increased Offer.
Oriel Securities Limited ("Oriel"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Increased Offer and no-one
else and will not be responsible to anyone other than BSGP for providing the
protections afforded to customers of Oriel or for providing advice in relation
to the Increased Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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