Last checked at 29 Sep 2009 07:30
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 Appendix I to this announcement.
Dolphin Capital Investors Ltd
("DCI" or the "Company")
Hallmark Investors Ltd ("BidCo")
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
Summary
BidCo hereby announces a tender offer to acquire, on the terms and subject to the conditions to be set out in the Tender Offer Document and in the Tender Form, 120,000,000 DCI Shares as follows:
| For each DCI Share | at six Tender Offer Prices between 34 pence and 44 pence in cash |
Each DCI Shareholder can elect the Tender Offer Price it wishes to tender its DCI Shares for purchase under the Tender Offer. The Tender Offer Prices are 34p, 36p, 38p, 40p, 42p and 44p per DCI Share.
If more than 120,000,000 DCI Shares are either validly tendered for purchase under the Tender Offer or otherwise acquired prior to the Closing Date, BidCo will accept DCI Shares tendered at the Lowest Tender Offer Price in priority to all other tenders and thereafter BidCo will accept tenders made at increasing Tender Offer Prices until the Target DCI Shares have been accepted under the Tender Offer.
The directors of BidCo are Miltos Kambourides, Pierre Charalambides, Theodoros Aristodemou and Roula Aristodemou. 85 per cent. of the issued shares of BidCo are owned by Everblue (a company, directly or indirectly, owned by Miltos Kambourides, Pierre Charalambides, and Theodoros Aristodemou) and 15 per cent. are owned in aggregate by Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC (collectively, "FPF"). Miltos Kambourides and Pierre Charalambides are the founders and sole indirect shareholders of Dolphin Capital Partners Limited ("DCP"), which manages DCI as investment manager. As at the date of this announcement, Theodoros Aristodemou is, indirectly, the largest shareholder in DCI with a shareholding of approximately 35.44 per cent.
In the event that 120,000,000 DCI Shares are tendered for purchase under the Tender Offer and are accepted by BidCo for purchase and/or acquired under Subsequent Acquisition(s), BidCo and its Concert Parties will be interested in 419,615,778 DCI Shares which would represent approximately 66.84 per cent. of the issued shares of DCI on the date of this announcement. *
Further information relating to the terms and conditions of the Tender Offer is set out in Appendix I to this announcement.
Tender Offer Prices
Based on the Closing Price of 38.75 pence per DCI Share on 28 September 2009, being the last Business Day prior to the date of this announcement, 34 pence (the Lowest Tender Offer Price) represents a discount of approximately 12.26 per cent. to such Closing Price and 44 pence (the Highest Tender Offer Price) represents a premium of approximately 13.55 per cent. to such Closing Price.
Also:
the Lowest Tender Offer Price represents a discount of approximately 9.12 per cent. to the average Closing Price of 37.41 pence per DCI Share for the three-month period to 28 September 2009 and the Highest Tender Offer Price represents a premium of approximately 17.62 per cent. to the average Closing Price of 37.41 pence per DCI Share for the three-month period to 28 September 2009;
the Lowest Tender Offer Price represents a discount of approximately 8.74 per cent. to the average Closing Price of 37.26 pence per DCI Share for the six-month period to 28 September 2009 and the Highest Tender Offer Price represents a premium of approximately 18.09 per cent. to the average Closing Price of 37.26 pence per DCI Share for the six-month period to 28 September 2009; and
the Lowest Tender Offer Price represents a premium of approximately 18.26 per cent. to the lowest Closing Price of 28.75 pence per DCI Share in the twelve-month period to 28 September 2009 and the Highest Tender Offer Price represents a premium of approximately 53.00 per cent. to the lowest Closing Price of 28.75 pence in the twelve-month period to 28 September 2009.
Conditions
The Tender Offer is conditional, inter alia, on BidCo obtaining tenders representing such number of DCI Shares as represents 66.84 per cent. of the issued and to be issued shares of DCI (on a fully diluted basis) when aggregated with the DCI Shares held by BidCo and its Concert Parties on the Closing Date (or such lower percentage as BidCo may decide and announce via a Regulatory Information Service).
As at the date of this announcement, BidCo and its Concert Parties hold 299,615,778 DCI Shares, representing approximately 47.73 per cent. of the issued shares of DCI (on a fully diluted basis) as at such date.
In addition, DCI Shareholders should note that the Tender Offer is subject to the financing condition described in Appendix I to this announcement and to be set out in the Tender Offer Document, and to the other conditions to be set out in the Tender Offer Document.
Delisting and Squeeze-Out
If the Investors and their Concert Parties obtain an interest in DCI Shares in an amount which they consider appropriate, the Investors and their Concert Parties may consider, although there is no current firm intention to do so, requesting that DCI applies to the London Stock Exchange for the cancellation of the admission of the DCI Shares to trading on AIM and seeks approval from the DCI Shareholders for such actions. Such cancellation would require the consent of not less than 75 per cent. of votes cast by DCI Shareholders at a general meeting of DCI.
As indicated above, in the event that the Tender Offer becomes or is declared wholly unconditional and that 120,000,000 DCI Shares are tendered for purchase under the Tender Offer and are accepted by BidCo for purchase and/or acquired under Subsequent Acquisition(s), BidCo and its Concert Parties would be interested in 419,615,778 DCI Shares, which would represent approximately 66.84 per cent. of the issued share capital of DCI on the date of this announcement. *
Further, if at any point in the future, following the Tender Offer, BidCo and its Concert Parties hold 90 per cent. or more of the votes of outstanding shares of DCI, and sufficient funds are available, at any point in the future they may consider instructing DCI to effect a redemption of the remaining DCI Shares in accordance with the relevant provisions of the BVI Act.
Timing
Subject to the Tender Offer Document being sent to DCI Shareholders on 2 October 2009 and to the satisfaction or waiver of the conditions to the Tender Offer, the Board intends for the Tender Offer to be closed at 1 p.m. on 23 October 2009. Tenders received after such date will only be accepted either in BidCo's absolute discretion or if there is an extension of the Tender Offer.
BidCo may (in its absolute discretion) elect within two Business Days of the Closing Date to acquire any of the DCI Shares which have been unsuccessfully and validly tendered under the Tender Offer at their respective Tender Offer Prices.
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.
* In addition, five individuals who hold senior management positions within entities affiliated with FPF have beneficial interests in DCI Shares which amount to 8,021,200 DCI Shares in aggregate, representing approximately 1.3 per cent. of the issued share capital of DCI on the date of this announcement. However, these individuals are not regarded by BidCo or any of the Investors as its or their Concert Parties for the purposes of the Tender Offer or the future control of DCI.
APPENDIX I
Terms and conditions of the Tender Offer
The terms and conditions of the Tender Offer will be set out in the Tender Offer Document and in the accompanying Tender Form, together with the procedure for tendering shares for purchase under the Tender Offer. The Tender Offer Document will be sent to DCI Shareholders (other than those DCI Shareholders in Restricted Jurisdictions) on or around 2 October 2009. The Tender Offer will be available to DCI Shareholders on the Register at 5.00 p.m. on the Business Day immediately prior to the Closing Date.
DCI Shareholders are encouraged to read the Tender Offer Document and the Tender Form carefully and in full when received, and to carefully consider the information contained in such documents, including, without limitation, the terms and conditions of the Tender Offer and the risks relating to the Tender Offer.
Procedure for acceptance
The procedure for accepting the Tender Offer will be set out in the Tender Offer Document and the Tender Form.
Any DCI Shareholder that wishes to tender its DCI Shares should take the action required to ensure that their tender is received by Computershare on or before the Initial Closing Date. Subject to the Tender Offer Document being sent to DCI Shareholders on 2 October 2009, the Initial Closing Date will be 23 October 2009. BidCo may, in its absolute discretion, extend the period for the Tender Offer to any date subsequent to the Initial Closing Date provided that the Tender Offer is not extended any later than the Final Closing Date. BidCo does not currently intend to extend the period for the Tender Offer but if it does, any extension will be announced via a Regulatory Information Service.
DCI Shares successfully tendered under the Tender Offer will be sold to and acquired by BidCo with full title guarantee, fully paid up and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to all dividends and other distributions (if any) declared, made or paid after the date of the Tender Offer Document and the right to attend and vote at any general meeting of DCI after the Closing Date.
Conditions of the Tender Offer
The offer is conditional upon, inter alia:
(a) BidCo obtaining tenders representing such number of DCI Shares as represents 66.84 per cent. of the issued and to be issued shares (on a fully diluted basis) when aggregated with the DCI Shares held by BidCo and its Concert Parties on the Closing Date (or such lower percentage as BidCo may decide and announce via a Regulatory Information Service). At the date of this announcement, BidCo and its Concert Parties hold 299,615,778 DCI Shares, which represent approximately 47.73 per cent. of the issued shares of DCI (on a fully diluted basis) as at such date; and *
(b) the commitment from the Bank to lend €60 million to finance the Tender Offer, any Discretionary Acceptance(s) and related costs and expenses, pursuant to the Commitment Letter having (i) not been withdrawn, terminated or materially varied; (ii) Everblue, the Everblue Shareholders or a controlled entity of Theodoros Aristodemou, or Pierre Charalambides and Miltos Kambourides, having entered into legally binding finance and related agreement(s) with the Bank to lend €60 million to provide such finance, and such agreements not having been terminated in accordance with their terms and no event of default having occurred under such agreements; and (iii) the Bank having duly provided such funds.
Whilst BidCo and its Directors believe that the Bank will provide the finance referred to in the Commitment Letter, an unconditional loan commitment from the Bank to provide this finance has not been obtained as at the date of this announcement. The Commitment Letter is 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. In the event that the Bank does not provide the finance set out in its Commitment Letter, Everblue will consider drawing on a number of alternative sources of finance including the direct or indirect sources of wealth of the Everblue Shareholders. Furthermore, in those circumstances the financing condition referred to above and to be set out in the Tender Offer Document may not become or may cease to be capable of satisfaction, in which case the Tender Offer will lapse.
In the event that BidCo lowers the percentage of the issued and to be issued shares of DCI (on a fully diluted basis) required to satisfy the acceptance condition set out at paragraph (a) above, subject to available finance if such percentage is lowered below 65 per cent., BidCo in its absolute discretion may decide which DCI Shares are accepted for purchase by BidCo under the Tender Offer. The Full Acceptance Procedure will not be applied and BidCo may accept some or all of the DCI Shares which have been validly tendered for purchase under the Tender Offer.
Full Acceptance Procedure
If the number of DCI Shares that have been tendered under the Tender Offer on or prior to the Closing Date are in excess of 120,000,000 (less any DCI Shares acquired under a Subsequent Acquisition), BidCo shall use the "Full Acceptance Procedure" to determine which DCI Shares are accepted for purchase by BidCo under the Tender Offer and which DCI Shares are not accepted for purchase by BidCo under the Tender Offer.
Under the Full Acceptance Procedure, BidCo will accept tenders as determined by the Tender Offer Price. BidCo will accept DCI Shares tendered at the Lowest Tender Offer Price in priority to all other tenders and thereafter BidCo will accept tenders made at increasing Tender Offer Prices until 120,00,000 DCI Shares have been accepted under the Tender Offer or acquired under any Subsequent Acquisition(s).
DCI Shareholders who elect to receive the highest Tender Offer Price which is accepted for purchase under the Full Acceptance Procedure may be partially successful in their tenders.
DCI Shareholders are encouraged to read carefully the further description of the Full Acceptance Procedure which will be set out in the Tender Offer Document.
Subsequent Acquisition(s)
BidCo may elect to acquire DCI Shares through on-market or off-market purchases of DCI Shares at any time prior to the Closing Date. Any Subsequent Acquisition will be notified to DCI (if required) in accordance with paragraph 19 of DCI's articles of association and will reduce the total number of DCI Shares which may be successfully tendered under the Tender Offer.
Discretionary Acceptance(s)
In the event that in excess of the Target DCI Shares are validly tendered for purchase under the Tender Offer, BidCo shall use the Full Acceptance Procedure to determine which DCI Shares are accepted for purchase by BidCo under the Tender Offer. Thereafter, BidCo may (in its absolute discretion) elect within two Business Days of the Closing Date to acquire any of the DCI Shares which have been unsuccessfully and validly tendered under the Tender Offer at their respective Tender Offer Prices.
Information on BidCo and its Concert Parties
BidCo
BidCo was incorporated in the BVI and is being used by the Investors solely for the purpose of making the Tender Offer and any Subsequent Acquisition(s). Since its incorporation, BidCo has not entered into any obligations other than in connection with the Tender Offer and the financing thereof.
BidCo, Everblue, DCP and FPF entered into an Investment Agreement on 29 September 2009, pursuant to which they have agreed to cooperate on the Tender Offer and on any Subsequent Acquisition(s), with the aim of acquiring 120,000,000 DCI Shares. FPF, Everblue, DCV, Miltos Kambourides, Pierre Charalambides and Theodoros Aristodemou have each undertaken to enter into the Shareholders' Agreement and as soon as practicable after the Closing Date transfer the Transaction Shares held by BidCo to Everblue and FPF in accordance with their respective entitlements under the Investment Agreement and wind up BidCo.
85 per cent. of the issued shares of BidCo are owned by Everblue and the remaining 15 per cent. are owned by FPF.
Everblue
Everblue was incorporated in the BVI and its issued shares are held 50 per cent. by DCV and 50 per cent. by Theodoros Aristodemou. The directors of Everblue are Miltos Kambourides, Pierre Charalambides, Theodoros Aristodemou and Roula Aristodemou. As at the date of this announcement, Theodoros Aristodemou is, indirectly, the largest shareholder in DCI. Miltos Kambourides owns 75 per cent. of the issued shares of DCV, and the other 25 per cent. of the issued shares are owned by Pierre Charalambides. Miltos Kambourides and Pierre Charalambides are the founders and sole indirect shareholders of DCP, an independent private equity firm specialising in land and real estate investments in South-East Europe, the Caribbean and Latin America. DCP is the investment manager of DCI.
In addition to being a director of BidCo and a shareholder of DCV, Miltos Kambourides is also a director of DCI. Due to this conflict of interest, Miltos Kambourides will not be a party to any proceedings of the board of directors of DCI with respect to the Tender Offer.
FPF
Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC are limited liability companies organised in Delaware, United States and are subsidiaries of certain private investment funds managed by an investment advisory affiliate of Fortress Investment Group LLC, a global alternative asset management firm headquartered in New York City.
* In addition, five individuals who hold senior management positions within entities affiliated with FPF have beneficial interests in DCI Shares which amount to 8,021,200 DCI Shares in aggregate, representing approximately 1.3 per cent. of the issued share capital of DCI on the date of this announcement. However, these individuals are not regarded by BidCo or any of the Investors as its or their Concert Parties for the purposes of the Tender Offer or the future control of DCI.
Appendix II
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
| “Bank” | an established European regional bank with a BBB+ credit rating |
| "BidCo" | Hallmark Investors Ltd, a company incorporated in the BVI with registered number 1509199 |
| "Board" or "Directors" | the directors of BidCo as at the date of this announcement |
| "Business Day" | a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London |
| "BVI" | British Virgin Islands |
| "BVI Act" | the BVI Business Companies Act 2004 of the BVI (as amended) |
| "Canada" | Canada, its provinces, possessions and all areas subject to its jurisdiction and any political sub-division thereof |
| "City Code" | The City Code on Takeovers and Mergers |
| "Closing Date" | the date on which the Tender Offer becomes or is declared unconditional in all respects, being the Initial Closing Date or such later date as BidCo, in its absolute discretion, may determine, provided that such date is not later than the Final Closing Date |
| "Closing Price" | the closing market quotation of a DCI Share as derived from the website of the London Stock Exchange |
| "Commitment Letter" | the letter dated 25 September 2009 from the Bank to Everblue in relation to the provision of finance for the purposes of the Tender Offer |
| "Computershare" | Computershare Investor Services PLC |
| "Concert Parties" | persons acting in concert who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company |
| "CREST" | the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by Euroclear in accordance with the Regulations |
| "DCI" | Dolphin Capital Investors Ltd, a company incorporated in the BVI with registered number 660270 |
| "DCI Shareholder" | a holder of DCI Shares |
| "DCI Shares" or "Shares" | common shares of €0.01 each of DCI, and save where the context requires otherwise, Depositary Interests representing such shares |
| "DCP" | Dolphin Capital Partners Limited, a company incorporated under the laws of the BVI with registered number 643505 |
| "DCV" | Dolphin Capital Ventures Limited, a company incorporated under the laws of the BVI with registered number 642397 |
| "Depositary" | Computershare |
| "Depositary Interests" | independent securities issued by the Depositary representing DCI Shares which may be held and transferred through CREST |
| "Discretionary Acceptances" | DCI Shares which are not accepted for purchase by BidCo under the Full Acceptance Procedure and which are subsequently accepted for purchase under the Tender Offer by BidCo in its absolute discretion |
| "Euroclear" | Euroclear UK & Ireland Limited |
| "Everblue" | Everblue Capital Holdings Limited, a company incorporated under the laws of the BVI with registered number 1449192 |
| "Everblue Shareholders" | Theodoros Aristodemou and DCV |
| "Final Closing Date" | means 1.00 p.m. on 31 December 2009 |
| "FPF" | collectively, Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC |
| "Full Acceptance" | in excess of Target DCI Shares being validly tendered for purchase by DCI Shareholders prior to the Closing Date under the Tender Offer |
| "Full Acceptance Procedure" | in the event of Full Acceptance, the procedure for determining which DCI Shares validly tendered for purchase under the Tender Offer will be accepted by BidCo under the Tender Offer |
| "Highest Tender Offer Price" | 44 pence per DCI Share |
| "Initial Closing Date" | expected to be 1.00 p.m. on 23 October 2009 |
| "Investment Agreement" | an investment agreement dated 29 September 2009 between BidCo, Everblue, DCP and FPF in relation to the Tender Offer |
| "Investors" | Theodoros Aristodemou, Miltos Kambourides, Pierre Charalambides, DCV, Everblue and FPF |
| "London Stock Exchange" | London Stock Exchange Group plc |
| "Lowest Tender Offer Price" | 34 pence per DCI Share |
| "Overseas DCI Shareholders" | DCI Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK |
| "Register" | the register of members of DCI |
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended) |
| "Regulatory Information Service" | a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list mentioned on the London Stock Exchange website |
| "Restricted Jurisdiction" | Canada, Switzerland or the United States or any other jurisdiction where the extension or tender for purchase of DCI Shares under the Tender Offer would violate the relevant laws of that jurisdiction |
| "Shareholders' Agreement" | a shareholders' agreement to be entered into following the Closing Date between the Investors |
| "Subsequent Acquisition" | an acquisition by BidCo of DCI Shares otherwise than pursuant to the Tender Offer at any time on or following the date of this announcement and prior to the Closing Date |
| "Switzerland" | the Helvetic Confederation, also known as Switzerland |
| "Target DCI Shares" | 120,000,000 DCI Shares less any DCI Shares acquired pursuant to any Subsequent Acquisition(s) |
| "tender" | means a tender of DCI Shares for purchase under the Tender Offer |
| "Tender Form" | the tender form to be issued by BidCo for use by DCI Shareholders in connection with the Tender Offer and which will accompany the Tender Offer Document |
| "Tender Offer" | the tender offer to be made by BidCo to DCI Shareholders to tender their DCI Shares on the terms and conditions to be set out in the Tender Offer Document, the Tender Form and, where the context admits, any revision or subsequent version, variation, extension or renewal thereof |
| "Tender Offer Document" | the tender offer document to be distributed to DCI Shareholders containing, inter alia, the terms and conditions of the Tender Offer |
| "Tender Offer Price" | the price per DCI Share elected (or deemed elected) by each DCI Shareholder with respect to each DCI Share tendered for purchase pursuant to the Tender Offer |
| "Transaction Shares" | DCI Shares acquired by BidCo pursuant to the Tender Offer or a Subsequent Acquisition |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
| "USA" or "United States" | the United States of America, its possessions and territories, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia |
All references to legislation in this announcement are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Any reference to the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
All references to time in this announcement are to London time.
All references in this announcement to "pounds Sterling", "pence", "£", or "p" are to the lawful currency of the United Kingdom. All references to "Euro" or "€" are to the unit of money used in all European Union countries which have adopted the single European currency.