CIU.L Regulatory News (CIU)

16 Oct 2007 07:01

Cape PLC16 October 2007 PCH Group Ltd Cape PLC11 Juna Drive Cape HouseMalaga WA 6090 3 Red Hall AvenuePO Box 1400 Paragon Business VillageMorley WA 6943 WakefieldTelephone: 61 8 9209 9000 WF1 2ULFacsimile: 61 8 9209 9099 Tel: 01924 876 302Email: admin@pchgroup.com.au Fax: 01924 368 217Website: www.pchgroup.com.auABN: 41 009 120 021 Cape and PCH agree the terms of a unanimously recommended Revised Offer Cape PLC (AIM:CIU), the international provider of essential support services tothe energy sector and PCH Group Limited (PCH) today announced that they have agreed the terms under which Cape will increase its cash offer to $1.40 per share ("the Revised Offer Price") for all of the outstanding shares in PCH (ASX:PCG) and extend its Offer until 5.00pm Perth time on 29 November 2007 ("the Revised Offer"). PCH shareholders will remain entitled to retain the benefit of the 1 cent per share unfranked final dividend declared by PCH in August, the record date for which is 31 October 2007. The Revised Offer, which is being funded by debt, values the ordinary shares ofPCH at approximately A$ 247 million (£110million) and is being made by Cape Australia Investments Pty Limited, a wholly owned subsidiary of Cape. The Board of PCH unanimously recommends that PCH shareholders accept Cape'sRevised Offer and will be accepting Cape's Revised Offer in respect of all PCHShares that they own or control in both cases in the absence of a superiorproposal. PCH has agreed that it will waive the standstill agreement between the twoparties which previously prohibited Cape from acquiring any PCH Shares, if Capeis entitled to more than 50% of PCH Shares and Cape declares its Offerunconditional in all other respects or if any potential counter bidder disclosesa substantial shareholding. Martin May, CEO of Cape said "We welcome the unanimous recommendation of the PCHBoard and believe that the Revised Offer Price represents an attractive pricefor PCH shareholders. The combination of Cape and PCH, together with Cape'sother recent acquisition in the Australian market, TCC and also with ConceptHire (for which a recommended offer was announced on 11 September), will createa business with scale within our Far East/Pacific Rim region and a strongposition in the buoyant Australian market. This acquisition also increasesCape's presence and abilities within its Middle East/Gulf and CIS/Caspianregions". Bill Ryan, Chairman of PCH, said "The Board of PCH believes that Cape's RevisedOffer recognises the value of PCH. The Board appointed KPMG Corporate Finance toprepare an independent expert's report and KPMG has determined that PCH'scontrol value is $1.34 to $1.49 per share and that the Revised Offer is fair andreasonable. As such, the Board is giving its unanimous recommendation to theRevised Offer and each Board member intends to accept the Revised Offer inrespect of all PCH shares held". PCH and Cape have entered into an agreement where it has been agreed that PCHand its advisers will not solicit any proposals from other parties and willimmediately cease any discussions with other parties. PCH has also agreed to paya break fee of $2.54 million equivalent to 1% of the equity value of PCH underthe Revised Offer in the event that any director of PCH changes theirrecommendation or if a superior proposal is made for PCH which gains more than50% of PCH or board control. Key terms of this agreement are summarised inAnnexure A. Cape and PCH intend to lodge a Second Supplementary Bidder's Statement and aTarget's Statement respectively, as soon as possible. PCH's Target's Statementwill contain the Independent Expert's Report and will set out the reasons forthe PCH Board's unanimous recommendation of Cape's Revised Offer. Cape willextend its Revised Offer for PCH by two weeks to 5.00pm Perth time on 29November 2007 in order that PCH shareholders have time to consider theseStatements and PCH's unanimous board recommendation. Revised Offer details The $1.40 per share offer is for all of PCH's ordinary shares, and remainssubject to all the conditions of the original Offer contained in the Bidder'sStatement. A Second Supplementary Bidder's Statement will be lodged with the AustralianSecurities and Investments Commission shortly. It is expected that PCH willlodge its Target's Statement next week.. Cape is being advised by Caliburn Partnership. PCH is being advised by Gresham. For further information, please contact: Cape PLCMartin May, Chief Executive +44 (0)1924 876 276 Bell Pottinger Corporate & FinancialNick Lambert / Victoria Geoghegan +44 (0)20 7861 3232 / +44 (0)7811 358 764 Collins Stewart Europe LtdChris Wells / Mark Connelly / Stewart Wallace +44 (0) 207 523 8350 HawkpointChristopher Kemball / Chris Robinson +44 (0) 207 665 4500 Third PersonAdrian Bradley / Ross Thornton +61 2 8298 6100 Caliburn PartnershipSimon Mordant, Joint Chief Executive +61 2 9229 1410 / +61 411 406 229Andrew Thomson, Vice President +61 3 9935 6802 PCH Group LimitedJamie Cullen, Managing Director +61 8 9209 9000 GreshamMichael Ashforth, Managing Director +61 8 9486 7077 / +61 419 767 700 ANNEXURE A - Key terms of agreement A summary of the key terms of the agreement between Cape and PCH dated 16October 2007 are set out below. 1. The Board of PCH unanimously recommends that PCH shareholders accept the Revised Offer, in the absence of a superior proposal. 2. Each director of PCH agrees to accept the Revised Offer in respect of all PCH Shares they own or control, in the absence of a superior proposal. 3. PCH will pay a break fee of $2.54 million equivalent to 1% of the equity value of PCH in the event any director of PCH changes, qualifies or withdraws his recommendation or if a competing offeror ac quires more than 50% of PCH. 4. PCH and its advisers will not solicit interest from third parties in respect of PCH or any part of it. 5. Subject to directors' fiduciary duties, PCH and its advisers will not talk to any third person in respect of PCH or any part of it. 6. PCH and its advisers will immediately cease any discussions with third parties. 7. PCH will provide Cape with full disclosure of any approaches by third parties and will provide Cape with a 2 business day matching right before any change of recommendation. 8. PCH directors and management will work with Cape and its advisers to seek to procure acceptances. 9. PCH will release Cape from the standstill either if Cape has received more than 50% of PCH Shares and declared its Offer unconditional in all other respects or if any potential counter bidder discloses a substantial shareholding. 10. PCH will conduct its business in the ordinary and usual course during the Offer Period. 11. PCH will provide full access to information regarding PCH and its Business once Cape obtains more than 50% of PCH and declares its Offer unconditional. 12. Each director of PCH has agreed to resign at the request of Cape once Cape obtains more than 50% of PCH and has declared its Offer unconditional. This information is provided by RNS The company news service from the London Stock Exchange