PROPOSED ACQUISITION OF SOVEREIGN REVERSIONS PLC
06 5월 2010 - 3:00PM
UK Regulatory
TIDMGRI TIDMSVN
RNS Number : 4221L
Grainger PLC
06 May 2010
For immediate release
6 May 2010
Grainger PLC
PROPOSED ACQUISITION OF SOVEREIGN REVERSIONS PLC
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Takeover Code (the "Code")and shareholders
are advised that, even if the pre-condition referred to below is satisfied or
waived, there can be no certainty under the Code that any offer to acquire
Sovereign shares will be made. For clarity, Grainger reserves the right to
waive the pre-condition at any time. In addition, Grainger reserves the right,
if the pre-condition is not satisfied or waived, not to make an offer for
Sovereign.
The Boards of Grainger PLC ("Grainger") and Sovereign Reversions PLC
("Sovereign") announce that they have reached agreement in principle on the
terms of a recommended offer expected to be made by Grainger subject to a
pre-condition that pre-acquisition due diligence is completed by Grainger to its
satisfaction. The expected consideration payable is 202 pence per Sovereign
share in cash. The possible offer may be implemented by way of an offer to all
shareholders of the Company or by a scheme of arrangement.
The Board of Sovereign (the "Board"), having reviewed the terms of the possible
offer with its advisors Charles Stanley Securities and Fairfax I.S. PLC, has
agreed unanimously to recommend Sovereign shareholders to accept Grainger's
offer if it is made. Sovereign has agreed to pay an inducement fee if, broadly,
at any time before midday on 4 June 2010, Grainger confirms that it is in a
position to make an offer at a price of 202 pence per Sovereign share or above
and (i) the Board fails to recommend such offer or subsequently withdraws its
recommendation; (ii) Sovereign or any of its group undertakings announces the
disposal of a significant part (being 10 per cent. of more) of its undertaking,
business or assets or a transaction requiring Sovereign shareholder approval
under London Stock Exchange plc's AIM Rules for Companies or the City Code on
Takeovers and Mergers; (iii) the Board recommends, or announces that it intends
to recommend, any competing offer; (iv) an offer by a third party is completed;
or (v) Sovereign is in breach of its obligation not to solicit a competing offer
and Grainger decides not to proceed with the acquisition. The amount of the
inducement fee is GBP300,000 (inclusive of VAT if applicable). Further details
will be set out in the full terms of the offer, if it should be made.
Irrevocable undertakings to accept the offer, if it should be made by 4 June
2010, have been given by certain Sovereign shareholders whose names,
shareholdings and percentage of Sovereign's issued share capital are set out
below. The irrevocable undertakings fall into the three categories shown in the
table, being "hard" (indicating that they do not fall away in the event of a
higher offer), "soft with a hurdle" (indicating that they cease to be binding if
a firm offer is announced by a third party, the value of which is 222 pence or
more per Sovereign share) and "soft without a hurdle" (indicating that they
cease to be binding if a firm offer is announced by a third party, the value of
which is more than 202 pence per Sovereign share).
+--------------------------+------------+------------+------------+
| Shareholder name | Category | Number of | % of |
| | | shares | Issued |
| | | | Share |
| | | | Capital |
+--------------------------+------------+------------+------------+
| Bob Wigley * | Hard | 50,035 | 0.29 |
+--------------------------+------------+------------+------------+
| Graeme Marshall * | Hard | 1,071,964 | 6.32 |
+--------------------------+------------+------------+------------+
| Graeme Marshall nominee | Soft with | 5,424 | 0.03 |
| | a hurdle | | |
+--------------------------+------------+------------+------------+
| Robert Lo * | Hard | 62,150 | 0.37 |
+--------------------------+------------+------------+------------+
| Rupert Pearce Gould * | Hard | 18,528 | 0.11 |
+--------------------------+------------+------------+------------+
| Rupert Pearce Gould | Soft with | 43,119 | 0.25 |
| nominee | a hurdle | | |
+--------------------------+------------+------------+------------+
| Rockhopper Investments | Hard | 1,525,060 | 8.99 |
| Limited | | | |
+--------------------------+------------+------------+------------+
| Pensions Insurance | Soft with | 1,327,750 | 7.83 |
| Corporation | a hurdle | | |
+--------------------------+------------+------------+------------+
| JPMorgan Asset | Soft | 694,050 | 4.09 |
| Management (UK) Limited | without a | | |
| | hurdle | | |
+--------------------------+------------+------------+------------+
| El Oro and Exploration | Soft | 288,069 | 1.70 |
| Company Limited | without a | | |
| | hurdle | | |
+--------------------------+------------+------------+------------+
| AXA Investment Managers | Soft | 206,225 | 1.22 |
| UK Limited | without a | | |
| | hurdle | | |
+--------------------------+------------+------------+------------+
| | | | |
+--------------------------+------------+------------+------------+
| Total | | 5,292,374 | 31.20 |
+--------------------------+------------+------------+------------+
* indicates a director of Sovereign.
Sovereign also received on 28 April 2010 and duly considered an expression of
interest from a third party consortium for making an offer for the entire issued
share capital of Sovereign at 200 pence per share in cash which envisaged
including a potential equity stub alternative providing Sovereign shareholders
with the opportunity to remain shareholders in Sovereign should they elect to do
so rather than sell their shares for cash. This announcement is being made
without the consent of the third party referred to above and there can therefore
be no certainty as to whether an offer will be made by the third party or as to
the terms on which any such offer will be made.
There can be no guarantee that any offer will be made by Grainger plc and a
further announcement will be made in due course.
Pursuant to Rule 2.4 (c) of the Code, Grainger reserves the right to reduce the
level of this possible offer if Sovereign pays a dividend or makes any other
distribution to its shareholders in which case Grainger would make an equivalent
reduction. Grainger also reserves the right to reduce the level of this possible
offer with the recommendation of the Board of Sovereign. In addition, Grainger
reserves the right to introduce other forms of consideration in substitution for
all or part of the cash consideration.
Enquiries:
+-----------------------------------------------+--------------+
| Grainger plc | Tel: 020 |
| | 7795 4700 |
+-----------------------------------------------+--------------+
| Andrew Cunningham, Chief Executive | |
| Dave Butler, Director, Corporate Affairs | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| J.P. Morgan Cazenove, Financial Adviser to | Tel: 020 |
| Grainger | 7588 2828 |
+-----------------------------------------------+--------------+
| Robert Fowlds | |
+-----------------------------------------------+--------------+
| Bronson Albery | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Financial Dynamics, Financial PR to Grainger | Tel: 020 |
| | 7831 3113 |
+-----------------------------------------------+--------------+
| Stephanie Highett | |
+-----------------------------------------------+--------------+
| Dido Laurimore | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Sovereign Reversions plc | Tel: 01234 |
| | 356300 |
+-----------------------------------------------+--------------+
| Graeme Marshall, Chief Executive | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Charles Stanley Securities, Joint Rule 3 | Tel: 020 |
| adviser and broker to Sovereign | 7149 6000 |
+-----------------------------------------------+--------------+
| Dugald Carlean | |
+-----------------------------------------------+--------------+
| Ben Johnston | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Fairfax IS PLC, Joint Rule 3 adviser to | Tel: 020 |
| Sovereign | 7598 5368 |
+-----------------------------------------------+--------------+
| David Floyd | |
+-----------------------------------------------+--------------+
| Andrew Cox | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Wriglesworth Consultancy, Financial PR to | Tel: 020 |
| Sovereign | 7427 1400 |
+-----------------------------------------------+--------------+
| John Wriglesworth | |
+-----------------------------------------------+--------------+
| Tom Urpeth | |
| | |
+-----------------------------------------------+--------------+
This announcement does not constitute an offer or invitation to buy, sell or
subscribe for securities.
J.P. Morgan Cazenove is a marketing name for the UK investment banking business
of J.P. Morgan plc and its associated companies. J.P. Morgan Cazenove is acting
exclusively for Grainger and no one else in connection with the possible offer
and will not be responsible to anyone other than Grainger for providing the
protections afforded to customers of J.P. Morgan Cazenove or for providing
advice in relation to the possible offer or any other matter referred to herein.
Brewin Dolphin Investment Banking acts as joint broker to Grainger.
Fairfax I.S. PLC is acting exclusively for Sovereign and no one else in
connection with the possible offer and will not be responsible to anyone other
than Sovereign for providing the protections afforded to customers of Fairfax
I.S. PLC or for providing advice in relation to the possible offer or any other
matter referred to herein.
Charles Stanley Securities, a division of Charles Stanley & Co Limited is acting
exclusively for Sovereign and no one else in connection with the possible offer
and will not be responsible to anyone other than Sovereign for providing the
protections afforded to customers of Charles Stanley Securities or for providing
advice in relation to the possible offer or any other matter referred to herein.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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