Offer Update28 Mar 2019 09:59
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
NOT FOR RELEASE BEFORE 7.00 A.M.
27 March 2019
Recommended Offer
by
Port Invest B.V.
for
Nature Group Plc
OFFER DECLARED WHOLLY UNCONDITIONAL
On 22 January 2019, it was announced that the Independent Directors of Nature Group Plc (“Nature
Group”) and the Board of Directors of Port Invest B.V. (“Port Invest”) had reached an agreement on
the terms of a recommended cash offer to be made by Port Invest for the entire issued and to be issued
share capital of Nature Group.
On 19 February 2019, Port Invest published an offer document (the “Offer Document”) setting out the
full terms and conditions of its cash offer to acquire the entire issued and to be issued share capital of
Nature Group (the “Offer”) other than the shares already held by Port Invest. Defined terms used but
not defined in this announcement have the same meanings as set out in the Offer Document.
On 13 March 2019, it was announced that the Offer had become unconditional as to acceptances. In
addition, Port Invest announced that the Offer would remain open for acceptances for a further 14 days
until 1.00 p.m. (London time) on 26 March 2019 (or such later time(s) or date(s) as Port Invest may
determine, subject to the consent of the Panel, where required).
OFFER DECLARED WHOLLY UNCONDITIONAL
Following the Offer being declared unconditional as to acceptances on 13 March 2019, Port Invest is
pleased to announce that all other Conditions have now either been satisfied or waived and,
accordingly, the Offer is declared wholly unconditional in all respects.
As at 1.00 p.m. (London time) on 26 March 2019, valid acceptances had been received by or on behalf
of Port Invest in respect of a total of 51,856,219 Nature Group Shares (representing approximately
65.40 per cent. of the issued share capital of Nature Group and 86.02 per cent. of the Nature Group
Shares to which the Offer relates).
The Offer, which remains subject to the terms and conditions set out in the Offer Document and Form
of Acceptance, shall remain open for acceptances for a further 14 days until 1.00 p.m. (London time)
2
on 10 April 2019 (or such later time(s) or date(s) as Port Invest may determine, subject to the consent
of the Panel, where required) when the Offer will close.
SETTLEMENT OF CASH CONSIDERATION
As set out in the Offer Document, settlement of the cash consideration to which any Shareholder is
entitled under the Offer will be effected:
? in the case of acceptances received, valid and complete to date, within 14 days of this
announcement; and
? in the case of acceptances received, valid and complete in all respects after this date but whilst
the Offer remains open for acceptance, within 14 days of such receipt of such acceptance.
No cash consideration will be sent to an address in a Restri