Last checked at 23 Oct 2009 12:59
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. In particular, the City Code's normal prohibition of conditions relating to financing does NOT apply and the Tender Offer is subject to the financing condition described in paragraph 2.5 of Section A of Part 5 of the Tender Offer Document.
Dolphin Capital Investors Ltd
("DCI" or the "Company")
Hallmark Investors Ltd ("BidCo")
Extension 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 announces that it is extending its Tender Offer to acquire, on the terms and subject to the conditions set out in the Tender Offer Document and in the Tender Form, 120,000,000 DCI Shares at six Tender Offer Prices between 34 pence and 44 pence in cash, to 1.00 p.m. on 30 October 2009.
The Tender Offer had an Initial Closing Date of 1.00 p.m. on 23 October 2009. An updated "Expected Timetable of Principal Events" is set out in Appendix 1 to this announcement.
DCI Shareholders who have already tendered their DCI Shares under the Tender Offer do not need to take any further action. Any tender of DCI Shares under the Tender Offer made prior to the date of this announcement may not be withdrawn.
DCI Shareholders who hold their DCI Shares in certificated form (that is, outside of CREST) who have not yet tendered their DCI Shares for purchase under the Tender Offer and who wish to do so should ensure that their completed Tender Forms are returned either by post in the reply-paid envelope which accompanied the Tender Offer Document (for use in the UK only) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and in any event by no later than 1.00 p.m. on 30 October 2009.
DCI Shareholders who hold their DCI Shares in certificated form (that is, outside of CREST) should also return their share certificate(s) (if any) in respect of the DCI Shares tendered with their Tender Form. Additional Tender Forms are available from Computershare by telephoning 0870 707 1817 or, if telephoning from outside the UK, on +44 870 707 1817. DCI Shareholders who hold DCI Shares in uncertificated form (that is, through Depositary Interests held in CREST) who have not yet tendered their DCI Shares for purchase under the Tender Offer and who wish to do so should arrange for them to be transferred to escrow in the manner described in the Tender Offer Document as soon as possible, and in any event so that the transfer to escrow settles by no later that 1.00 p.m. on 30 October 2009.
Update on Everblue's financing
As disclosed in the Tender Offer Document, Everblue received a Commitment Letter from the Bank for the purposes of financing the Tender Offer, any Discretionary Acceptance(s) and related costs and expenses. One of the conditions of the Commitment Letter was that each of the facilities was conditional on Theodoros Aristodemou, Miltos Kambourides and Pierre Charalambides acquiring an interest in 60 per cent. of the issued and to be issued shares of DCI and together with BidCo's Concert Parties acquiring an interest in 65 per cent. of the issued and to be issued shares of DCI. Miltos Kambourides and Pierre Charalambides (through DCV), and Theodoros Aristodemou, are the direct and indirect owners of the entire issued shares of Everblue.
DCV and Theodoros Aristodemou received amended commitment letters on 22 October 2009 and 9 October 2009 respectively, each approved by the credit committee and a majority of the directors of the Bank (the "Amended Commitment Letters"). Under the Amended Commitment Letters, the facilities are no longer conditional on Theodoros Aristodemou, Miltos Kambourides and Pierre Charalambides or BidCo's Concert Parties acquiring any specific percentage interest in the issued and to be issued shares of DCI. All other terms and conditions of the Amended Commitment Letters are substantially the same as the Commitment Letter (a summary of the Commitment Letter can be found at paragraph 8 of Part 2 of the Tender Offer Document).
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
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Consequent upon the extension of the Tender Offer to 1.00 p.m. on 30 October 2009, the expected timetable of principal events in respect of the Tender Offer is now as follows:
| Event | Time/date |
| Record Date1 | 5.00 p.m. 29 October 2009
|
| Closing Date | 1.00 p.m. 30 October 2009 |
| Announcement of the results of the Tender Offer (including the number of DCI Shares tendered under the Tender Offer, the Full Acceptance Threshold Price (if any) and the details of any Discretionary Acceptances)1 | 1.00 p.m. 3 November 2009 |
| CREST account credited for revised holdings of DCI Shares (or, in the case of unsuccessful tenders, for entire holdings of DCI Shares)1 | 5 November 2009 |
| Return of share certificates (where applicable) in respect of unsuccessful tenders or balance share certificates (where applicable) for unsold DCI Shares1 | 13 November 2009 |
| Despatch of consideration with respect to DCI Shares accepted for purchase by BidCo under the Tender Offer1 | 13 November 2009 |
| Final Closing Date | 1.00 p.m. 31 December 2009 |
Note:
1 Assuming that the Closing Date is 30 October 2009.
These times and dates are indicative only.
The period during which DCI Shares may be tendered for purchase under the Tender Offer may be further extended by BidCo in certain circumstances but will not be extended later than the Final Closing Date.
If any of the above dates and/or times change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service in the UK. Unless otherwise stated, all references in this announcement to times are to London time.