BAE.L Regulatory News (BAE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 29 January 2015 RECOMMENDED CASH OFFER FOR BEALE PLC ("Beales" or the "Company") BY ENGLISH ROSE ENTERPRISES LIMITED ("English Rose") Posting of the Offer Document and statements of support for the Offer On 19 January 2015, the boards of Beales and English Rose, a company controlledby Andrew Perloff and his family trusts, announced that they had reachedagreement on the terms of a recommended cash offer by English Rose for theentire issued and to be issued ordinary share capital of Beales (the "Offer"). The Offer Document containing the full terms of, and conditions to, the Offer,is today being posted to Beales Shareholders, together (where applicable) withthe related Form of Acceptance (in respect of Beales Shares held incertificated form). The Offer Document incorporates a letter to BealesShareholders from the Chairman of Beales setting out the background to andreasons for the Beales Directors' recommendation. The Offer will initially remain open for acceptance until 1.00 p.m. (Londontime) on 19 February 2015. Statements of support On 26 January 2015, English Rose announced it had received an irrevocableundertaking to accept the Offer from Nigel Beale and Anthony Lowrey in respectof 819,140 Beales Shares, representing 3.99 per cent. of the issued ordinaryshare capital of Beales. Nigel Beale and Anthony Lowrey have subsequentlyprovided English Rose with the following statement: "We, being joint holders of 819,140 Beales Shares, representing 3.99 per cent.of the issued ordinary share capital of Beales have considered the terms of theOffer and the background to the recommendation by the Beales Directors asdescribed in the announcement of the Offer dated 19 January 2015. We note, in particular, that Portnard has agreed to deposit £2.0 million withWells Fargo Capital Finance affording Beales the ability to draw down aninitial £1.0 million under the Collateralised Term Loan Facility with a furtheramount up to a maximum of £1.0 million potentially being made available toBeales by Wells Fargo Capital Finance subject to the matters described in theAnnouncement. We believe that the provision of such additional capital will be of benefit toBeales and its stakeholders and accordingly write to confirm that we aresupportive of the Offer." Furthermore, the Beales Board has received the following statement from thetrustees of the Beales Pension Scheme: "The Trustees of the Beales Pension Scheme ("the Scheme") have considered theOffer in conjunction with their professional advisers. Taking account of the circumstances described in the Offer Document, theTrustees are of the opinion that the Offer, whilst not without risk, representsthe alternative which has the greater chance over time of securing members'benefits under the Scheme. They are therefore supportive of the Offer. The Trustees have been assured by the Offeror of its intention that the currentstructure of the Trustee board, including the presence of an independentprofessional Chairman of the Trustees, will continue, and that the Trusteeswill continue to be provided with trading and financial information as has beenthe case for some years. These assurances have been provided by Andrew Perloffto the Trustees of the Scheme and are not deemed to be post-offer undertakingsfor the purposes of Rule 19.7 of the Code." Procedure for accepting the Offer Full details of the procedure for accepting the Offer are set out in the letterfrom English Rose to Beales Shareholders in Part I of the Offer Document andare summarised below. To accept the Offer in respect of Beales Shares held in certificated form (thatis, not in CREST), Beales Shareholders must complete the Form of Acceptance inaccordance with the instructions printed on it and set out in paragraph 15.1 ofthe letter from English Rose to Beales Shareholders in Part I of the OfferDocument, and return it (along with any appropriate share certificate(s) and/orother document(s) of title) using the accompanying reply-paid envelope (for usewithin the UK only) as soon as possible and, in any event, so as to be receivedby Capita Asset Services by 1.00 p.m. (London time) on 19 February 2015.Additional Forms of Acceptance can be obtained by contacting Capita AssetServices on telephone number 0871 664 0321 (or, if telephoning from outside theUK, on telephone number +44 20 8639 3399). To accept the Offer in respect of Beales Shares held in uncertificated form(that is, in CREST), Beales Shareholders should follow the procedure forelectronic acceptance through CREST in accordance with the instructions set outin paragraph 15.2 of the letter from English Rose to Beales Shareholders inPart I of the Offer Document so that a TTE Instruction settles as soon aspossible and, in any event, no later than 1.00 p.m. (London time) on 19February 2015. If Beales Shareholders hold their Beales Shares as a CRESTsponsored member, they should refer to their CREST sponsor as only their CRESTsponsor will be able to send the necessary TTE instruction to CREST. General Capitalised terms used but not defined in this announcement have the samemeanings as given to them in the Offer Document. A copy of this announcement and the Offer Document will be made available,subject to certain restrictions relating to persons resident in any RestrictedJurisdiction, on the website of English Rose's parent's website atwww.portnard.com and on Beales' website at www.beales.co.uk until the end ofthe Offer Period. For the avoidance of doubt, the contents of the websitesreferred to above are not incorporated into and do not form part of thisannouncement. Enquiries English Rose Enterprises LimitedAndrew Perloff/Simon Peters Tel. no.: 01707 667 300 Sanlam Securities UK Limited (Financial adviser to English Rose)David Worlidge/Simon Clements Tel. no.: 020 7628 2200 Beale PLCMichael Hitchcock Tel. no.: 01202 203 462 Smith Square Partners LLP (Financial adviser to Beales)John Craven/Jade Jack Tel. no.: 020 3696 7260 Buchanan Communications Ltd (PR adviser to Beales)Charles Ryland/Sophie McNulty Tel. no.: 020 7466 5000 Sanlam Securities, which is authorised and regulated in the United Kingdom bythe Financial Conduct Authority, is acting exclusively for English Rose andno-one else in relation to the Offer and will not be responsible to anyoneother than English Rose for providing the protections afforded to the customersof Sanlam Securities or for providing advice in relation to the Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein, save as imposed by the Financial Services and Markets Act2000 or the regulatory regime established thereunder. Smith Square Partners, which is authorised and regulated in the United Kingdomby the Financial Conduct Authority, is acting exclusively for Beales and no-oneelse in relation to the Offer and will not be responsible to anyone other thanBeales for providing the protections afforded to the clients of Smith SquarePartners or for providing advice in relation to the Offer or in relation to thecontents of this announcement or any transaction or arrangement referred toherein. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THISANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOESNOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TOSUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE ORAPPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THEOFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, ANDIN THE CASE OF BEALES SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE.ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THEINFORMATION CONTAINED IN THE OFFER DOCUMENT. To the extent permitted by applicable law, in accordance with, and to theextent permitted by, the Code and normal UK market practice, English Rose orits nominees or brokers (acting as agents) or their respective affiliates mayfrom time to time make certain purchases of, or arrangements to purchase,Beales Shares, other than pursuant to the Offer, before or during the period inwhich the Offer remains open for acceptance. These purchases may occur eitherin the open market at prevailing prices or in private transactions atnegotiated prices. Such purchases, or arrangements to purchase, will complywith all applicable UK rules, including the Code and the rules of the LondonStock Exchange to the extent applicable. In addition, in accordance with, andto the extent permitted by, the Code and normal UK market practice, SanlamSecurities and its affiliates may engage in purchasing activities consistentwith their respective normal and usual practice and applicable law. Anyinformation about such purchases will be disclosed on a next day basis to thePanel and will be available from any Regulatory Information Service, includingthe Regulatory News Service on the London Stock Exchange website,www.londonstockexchange.com. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by the laws of those jurisdictions and thereforepersons into whose possession this announcement comes should inform themselvesabout and observe any such restrictions. Failure to comply with any suchrestrictions may constitute a violation of the securities laws of any suchjurisdiction. The availability of the Offer to Beales Shareholders who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are located or of which they are citizens. Such persons shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of those jurisdictions. The Offer is not intended to be made, directly or indirectly, in, into or fromany Restricted Jurisdiction and the Offer will not be capable of acceptancefrom or within any Restricted Jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in, into or from any RestrictedJurisdiction and persons receiving this announcement (including custodians,nominees and trustees) must not mail or otherwise distribute or send it in,into or from any Restricted Jurisdiction, as doing so may invalidate anypurported acceptance of the Offer. Further details in relation to overseasBeales Shareholders will be contained in the Offer Document. This announcement has been prepared for the purpose of complying with Englishlaw and the Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. Disclosure requirements under the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more ofany class of relevant securities of an offeree company or of any securitiesexchange offeror (being any offeror other than an offeror in respect of whichit 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 theoffer period and, if later, following the announcement in which any securitiesexchange offeror is first identified. An Opening Position Disclosure mustcontain details of the person's interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror(s). An Opening Position Disclosure by aperson 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 offerperiod and, if appropriate, by no later than 3.30 pm (London time) on the 10thbusiness day following the announcement in which any securities exchangeofferor is first identified. Relevant persons who deal in the relevantsecurities of the offeree company or of a securities exchange offeror prior tothe deadline for making an Opening Position Disclosure must instead make aDealing 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 anysecurities exchange offeror must make a Dealing Disclosure if the person dealsin any relevant securities of the offeree company or of any securities exchangeofferor. A Dealing Disclosure must contain details of the dealing concerned andof 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) anysecurities exchange offeror, save to the extent that these details havepreviously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) onthe 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 relevantsecurities of an offeree company or a securities exchange offeror, they will bedeemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and byany 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 Rules8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevantsecurities Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst identified. You should contact the Panel's Market Surveillance Unit on+44 (0)20 7638 0129 if you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure. You should note that, for the purposes of the above summary of Rule 8 of theCode, English Rose is not treated as a securities exchange offeror andtherefore there is no requirement to disclose interests or dealings in sharesof English Rose or any other members of the Concert Party under Rule 8 of theCode.