Dci Advisors Regulatory News (DCI)

4 Dec 2009 13:46



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM CANADA, SWITZERLAND OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The City Code does NOT apply to the Tender Offer and accordingly, DCI Shareholders will not have the benefit of the protections of the City Code in connection with the Tender Offer. DCI Shareholders should note that the Tender Offer is being implemented in a manner which is not consistent in certain material respects with the provisions of the City Code applicable to transactions similar to the Tender Offer.

Dolphin Capital Investors Ltd 

("DCI" or the "Company") 

Hallmark Investors Ltd ("BidCo") 

Result of Tender Offer to purchase 120,000,000 common shares of €0.01 each in DCI

at six Tender Offer Prices between 34 pence and 44 pence per share

BidCo is pleased to announce that it has accepted a total of 13,659,501 DCI Shares validly tendered for purchase under the Tender Offer, representing approximately 2.18 per cent. of the issued shares of DCI, at the following Tender Offer Prices:

11,767 DCI Shares at 34 pence per DCI Share;

zero DCI Shares at 36 pence per DCI Share;

zero DCI Shares at 38 pence per DCI Share;

19,513 DCI Shares at 40 pence per DCI Share;

9,834 DCI Shares at 42 pence per DCI Share; and

13,618,387 DCI Shares at 44 pence per DCI Share.

All of the DCI Shares validly tendered for purchase under the Tender Offer have been accepted for purchase under the Tender Offer at their respective Tender Offer Prices.

Therefore, BidCo and its Concert Parties either own or have received valid tenders for purchase under the Tender Offer of 317,420,279 DCI Shares, representing approximately 50.59 per cent. of the entire issued and to be issued shares of DCI (on a fully diluted basis).

In light of the fact that it has not been necessary to implement the Full Acceptance Procedure, BidCo will not make the written notifications referred to in paragraph 1.1(m)(ii) of Section A of Part 5 of the Tender Offer Document to DCI Shareholders who have tendered DCI Shares for purchase under the Tender Offer. 

Reduction of minimum acceptance condition 

BidCo has decided to reduce the minimum tender condition under the Tender Offer as set out in paragraph 2.1 of Section A of Part 5 of the Tender Offer Document from 66.84 per cent. to 50 per cent. of the issued and to be issued shares of DCI (on a fully diluted basis). Accordingly, the minimum tender condition has been satisfied.

Waiver of financing conditions

BidCo has also decided to waive in full the outstanding financing conditions under the Tender Offer as set out in paragraph 2.5 of Section A of Part 5 of the Tender Offer Document. Everblue will finance its portion of the Tender Offer from direct contributions from its shareholders.

Offer unconditional in all respects 

As such, as at 1:00 pm (London time) on 4 December 2009 (the "Closing Date"), all the conditions under the Tender Offer have now been satisfied (or, where applicable, waived) and the Tender Offer has become unconditional in all respects. 

Tenders received after the Closing Date

Under paragraph 1.1 (e) of Part 5 of the Tender Offer Document, BidCo has absolute discretion to accept tenders received after the Closing Date and, other than in BidCo's absolute discretion, at the Lowest Tender Offer Price.

Investment Agreement and Shareholders' Agreement

Each of BidCo, Everblue, DCP and FPF have agreed to amend and restate the Investment Agreement and related side letter which will result in none of Everblue, FPF, DCV, Theodoros Aristodemou, Pierre Charalambides or Miltos Kambourides entering into the Shareholders' Agreement as summarised at paragraph 4.2 of Part 6 of the Tender Offer Document.

Timetable

A timetable of principal events is set out in Appendix 1 to this announcement.

References to the "Tender Offer Document" in this announcement shall mean the tender offer document sent to DCI Shareholders dated 2 October 2009. Unless otherwise defined in this announcement, defined terms shall have the same meaning as in the Tender Offer Document.

Enquiries:

Hallmark Investors Ltd

Michael Tsirikos mtsirikos@dolphincp.com

Telephone:  +30 210 3650 160

If you are in any doubt about the contents of this announcement or the action you should take you should consult a person authorised under the Financial Services and Markets Act 2000 ("FSMA"), or if you are resident outside the UK, a person authorised by the appropriate regulator in your jurisdiction, who specialises in advising on the acquisition of shares and other securities before taking any action.

This announcement does not constitute, or form any part of, an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer is being made solely by the Tender Offer Document and the Tender Form, which contain the full terms and conditions of the Tender Offer, including details of how DCI Shares may be tendered for purchase by BidCo, and which should be read carefully and in full.

The availability of the Tender Offer to DCI Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. DCI Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdictions. The Tender Offer is not being made, and will not be made, directly or indirectly, in or into or by use of the mails or by any means or instrumentality (including, but not limited to, the post, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction (including, inter alia, Canada, Switzerland and the United States) and DCI Shares may not be tendered for purchase under the Tender Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement, the Tender Offer Document, the Tender Form and any related documents are not being, and must not be, in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.

Fisher Corporate Plc, which is authorised and regulated by the Financial Services Authority of the UK, has approved this announcement for the purposes of Section 21 of FSMA. Fisher Corporate Plc is acting for BidCo only in relation to the approval of the contents of this announcement, the Tender Offer Document and the Tender Form, for such purposes and is not acting for or advising BidCo in any other capacity or acting for or advising any other person or treating any other person as its customer in relation to such transactions and will not be responsible to any other such person for providing the protections afforded to customers of Fisher Corporate Plc.

  Appendix 1

TIMETABLE OF PRINCIPAL EVENTS

Unless otherwise stated, all references in this announcement to times are to London time.