BAE.L Regulatory News (BAE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 13 March 2015 For immediate release RECOMMENDED CASH OFFER FOR BEALE PLC ("Beales") BY ENGLISH ROSE ENTERPRISES LIMITED ("English Rose") EXTENSION OF OFFER TIMETABLE Summary 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 to be made by English Rosefor the entire issued and to be issued share capital of Beales (the "Offer").The full terms of, and conditions to, the Offer together with the proceduresfor acceptance were set out in the Offer Document posted to Beales Shareholderson 29 January 2015. The Offer was declared unconditional in all respects on 20 February 2015following the revised acceptance condition of not less than 50 per cent. innominal value of Beales Shares being met. Subsequently, on 5 March 2015, Bealeapplied to the UK Listing Authority and to the London Stock Exchange for thecancellation of the admission of the Beales Shares to listing on the OfficialList and to trading on the London Stock Exchange's main market for listedsecurities. The cancellation is expected to take effect from 8.00 a.m. on 2April 2015. Following such cancellation, English Rose also intends to seek to procure,subject to shareholder approval, that Beales re-registers from a public limitedcompany to a private limited company under the relevant provisions of theCompanies Act. Extension of the Offer English Rose announces that the Offer, which remains subject to the terms andconditions set out or referred to in the Offer Document, is being extended andwill remain open for acceptance until 1.00 p.m. (London time) on Thursday 19March 2015. English Rose encourages all Beales Shareholders who have not yet accepted theOffer to do so as soon as possible and no later than 1.00 p.m. (London time) onThursday 19 March 2015. Level of acceptances As at 1.00 p.m. (London time) on 12 March 2015, valid acceptances of the Offerhad been received in respect of 14,617,528 Beales Shares (representingapproximately 71.21 per cent of the issued ordinary share capital of Beales),which English Rose may count towards the satisfaction of the acceptancecondition to the Offer. Prior to making the Offer, English Rose obtained irrevocable undertakings toaccept the Offer from the Concert Party in respect of 6,100,000 Beales Shares,representing, in aggregate, approximately 29.72 per cent. of Beales' issuedordinary share capital and irrevocable undertakings to accept the Offer fromcertain other Beales Shareholders (including from the Beales Directors who holdinterests in Beales Shares) in respect of 839,140 Beales Shares, representing,in aggregate, approximately 4.09 per cent. of the issued ordinary share capitalof Beales. As at 1.00 p.m. (London time) on 12 March 2015, valid acceptanceshad been received in respect of all Beales Shares subject to irrevocableundertakings. The percentages of Beales Shares referred to in this announcement are basedupon a figure of 20,524,797 Beales Shares in issue at 1.00 p.m. (London time)on 12 March 2015. Procedure for acceptance of the Offer Beales Shareholders who have not yet accepted the Offer are urged to do sowithout delay and in accordance with the following: ● To accept the Offer in respect of Beales Shares in certificated form(that is, not in CREST), Beales Shareholders must complete the Form ofAcceptance in accordance with the instructions printed on it and in accordancewith paragraph 15.1 of the Letter from the Chairman of English Rose set out inPart I of the Offer Document and return it (along with any appropriate sharecertificate(s) and/or other document(s) of title) using the accompanyingreply-paid envelope (for use within the UK only) as soon as possible to CapitaAsset Services. ● To accept the Offer in respect of Beales Shares 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 the Chairman of English Rose set out inPart I of the Offer Document so that a TTE Instruction settles as soon aspossible. A Beales Shareholder who has any questions about the Offer, or who is in anydoubt as to how to complete the Form of Acceptance or make an ElectronicAcceptance should contact Capita Asset Services on 0871 664 0321 from withinthe UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871664 0321 number cost 10 pence per minute (including VAT) plus your serviceprovider's network extras. Calls to the helpline from outside the UK will becharged at applicable international rates. Different charges may apply to callsfrom mobile telephones and calls may be recorded and randomly monitored forsecurity and training purposes. Lines are open 9.00 a.m. to 5.30 p.m. (Londontime) Monday to Friday. The helpline cannot provide advice on the merits of theOffer nor give any financial, legal or tax advice. Settlement of consideration The consideration to which any Beales Shareholder is entitled under the Offerwill be settled within 14 days of receipt of a valid Form of Acceptance in themanner described in the Offer Document. Compulsory acquisition, cancellation of trading and re-registration as aprivate company As set out in the Offer Document, given that the Offer has been declaredunconditional in all respects, English Rose intends, subject to any applicablerequirements of the Listing Rules, to procure that Beales makes an applicationto the UK Listing Authority and to the London Stock Exchange for thecancellation of the admission of the Beales Shares to listing on the OfficialList and to trading on the London Stock Exchange on 20 business days' notice.Subject to the cancellation of the listing of the Beales Shares, English Rosealso intends to seek to procure that Beales re-registers from a public limitedcompany to a private limited company under the relevant provisions of theCompanies Act. The cancellation of the listing of the Beales Shares will significantly reducethe liquidity and marketability of any Beales Shares in respect of which validacceptances of the Offer have not been submitted. If English Rose receives acceptances of the Offer in respect of, and/orotherwise acquires or contracts to acquire, 90 per cent. in nominal value ofthe Beales Shares to which the Offer relates, English Rose intends to exerciseits rights pursuant to the provisions of Part 28 of the Companies Act, asapplicable, to acquire compulsorily any remaining Beales Shares to which theOffer relates on the same terms as the Offer. Further information Save for the interests disclosed in this announcement and the valid acceptanceswhich have been received, as at 1.00 p.m. (London time) on 12 March 2015, beingthe last practicable date prior to the date of this announcement, neitherEnglish Rose nor any of the directors of English Rose nor (as far as EnglishRose is aware) any person acting in concert with English Rose, is interestedin, or has any rights to subscribe for any relevant securities of Beales, orhas any short position (whether conditional or absolute and whether in themoney or otherwise), including any short position under a derivative or anyarrangement in relation to any relevant securities of Beales. For thesepurposes, "arrangement" includes any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery ofany relevant securities of Beales and any borrowing or lending of any relevantsecurities of Beales which have not been on-lent or sold and any outstandingirrevocable commitment or letter of intent with respect to any relevantsecurities of Beales. Capitalised terms used in this announcement have the meanings ascribed to themin the Offer Document dated 29 January 2015. Hard copies of the Offer Document and the Form of Acceptance are available(during normal business hours) by writing to Sanlam Securities UK Limited, 10King William Street, London EC4N 7TW or request by telephone on +44 (0)20 76282200. If requested, copies will be provided within two Business Days of suchrequest. In accordance with Rule 26.1 of the City Code, a copy of this announcement willbe made available, subject to certain restrictions relating to persons residentin any Restricted Jurisdiction, on the websites of English Rose's parent atwww.portnard.com and Beales at www.beales.com until the end of the Offer. Forthe avoidance of doubt, the contents of the websites referred to above are notincorporated into and do not form part of this announcement. English Rose Enterprises Limited Andrew 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 This announcement is for informational purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to sell or purchaseany securities or the solicitation of an offer to purchase, acquire, subscribefor, sell or otherwise dispose of any securities, pursuant to the Offer orotherwise, nor shall there be any sale, issue or transfer of the securitiesreferred to in this announcement in or into any jurisdiction in contraventionof any applicable law. The Offer has been made solely by means of the OfferDocument (together with, in the case of Beales Shares in certificated form, theForm of Acceptance), which contains the full terms and conditions of the Offer,including details of how the Offer may be accepted. Beales Shareholders shouldcarefully read the Offer Document (and, if they hold their Beales Shares incertificated form, the Form of Acceptance) in its entirety before making adecision with respect to the Offer. 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. 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 are 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. Rounding Certain figures included in this Announcement have been subjected to roundingadjustments. Accordingly, figures shown for the same category presented indifferent tables in the Offer Document may vary slightly and figures shown astotals in certain tables in the Offer Document may not be an arithmeticaggregation of the figures that precede them.