Last checked at 15 Jan 2009 07:00
OFFER FOR FABIAN ROMANIA LIMITED
EMBARGOED FOR RELEASE at 7 AM
15 January 2009
Recommended Mandatory Cash Offer by
Black Sea Global Properties Limited ("BSGP")
for
Fabian Romania Limited ("Fabian Romania")
Offer update
On 19 December 2008, BSGP made a recommended cash offer for the entire issued share capital of Fabian Romania, other than Fabian Romania Shares already owned by BSGP or contracted to be acquired by BSGP (the "Offer").
On 9 January, the Board of BSGP announced that the Condition to the Offer, as set out in the Offer Document dated 24 December 2008, had been satisfied and accordingly the Offer had become wholly unconditional.
As at 3.00 p.m. (London time) on 14 January 2009, the First Closing Date, valid acceptances of the Offer had been received in respect of a total of 17,493,506 Fabian Romania Shares, representing approximately 34.4 per cent. of the existing issued share capital of Fabian Romania.
BSGP has also acquired 29,753,462 Fabian Romania Shares, representing a total of approximately 58.5 per cent. of the existing issued ordinary share capital of Fabian Romania.
Accordingly, BSGP either owns, or has received valid acceptances in respect of, a total of 47,246,968 Fabian Romania Shares, all of which may be counted towards satisfaction of the Condition, representing, in aggregate, approximately 92.9 per cent. of the existing issued ordinary share capital of Fabian Romania.
In its Announcement of 19 December 2008, BSGP announced that it had received an irrevocable undertaking to accept the Offer within ten Business Days of the posting date of the Offer Document in respect of 500,000 Fabian Romania Shares, representing approximately 1.0 per cent. of the existing issued ordinary share capital of Fabian Romania. A valid acceptance has been received in respect of the Fabian Romania Shares subject to that undertaking.
The Offer has been extended until 3.00 p.m. on 28 January 2009, on which date the Offer may be closed for further acceptance.
Fabian Romania Shareholders who have not yet accepted the Offer are reminded to complete and return their Forms of Acceptance (if their Fabian Romania Shares are held in certificated form) as soon as possible and so as to be received by post or (during normal business hours) by hand by Computershare Investor Services (Channel Islands) Limited, PO Box 83, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW by no later than 3.00 p.m. on 28 January 2009.
Consideration under the Offer will be despatched by 28 January 2009 to Fabian Romania Shareholders who had, by 3.00 p.m. on 14 January 2009, provided valid acceptances under the Offer. Consideration in respect of valid acceptances received after 3.00 p.m. on 14 January 2009 will be despatched to accepting Fabian Romania Shareholders within 14 days of such receipt.
Words and expressions defined in the Offer Document dated 24 December 2008 shall, unless the context otherwise requires, have the same meanings when used in this announcement.
For further information contact:
BSGP
Obie Moore Telephone: +41 787 390 238
PricewaterhouseCoopers LLP - Financial adviser to BSGP
Simon Boadle Telephone: +44 (0) 20 7583 5000
Jon Raggett
BGR Gabara - Public relations adviser to BSGP
Ivo Ilic Gabara Telephone: +44 (0) 20 3178 8055
Financial Dynamics - Public relations adviser to BSGP in the UK
Jonathon Brill Telephone: +44 (0) 20 7831 3113
Richard Sunderland
Ed Westropp
Fabian Romania
Fabian Capital Limited - Investment Manager to Fabian Romania
Mark Holdsworth Telephone: +44 (0) 20 7499 9988
Lazard & Co., Limited - Financial Adviser to Fabian Romania
Patrick Long Telephone: +44 (0) 20 7187 2000
Deloitte Corporate Finance - Nominated Adviser to Fabian Romania
Jonathan Hinton Telephone: +44 (0) 20 7936 3000
Shore Capital Stockbrokers Limited - Joint Broker to Fabian Romania
Dru Danford Telephone: +44 (0) 20 7408 4090
Monument PR - Public relations adviser to Fabian Romania
Toby Moore Telephone: +44 (0) 20 7953 3800
This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely on the basis of the Offer Document and, in the case of Fabian Romania Shares held in certificated form, the Form of Acceptance, which will together contain the full details, terms and conditions of the Offer. Any response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of Fabian Romania Shares held in certificated form, the Form of Acceptance. Those Fabian Romania Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to BSGP and no one else in connection with the Offer and will not be responsible to anyone other than BSGP for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Lazard & Co., Limited is acting for Fabian Romania in connection with the Offer and no-one else and will not be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the Offer.
Deloitte Corporate Finance is acting as Nominated Adviser and Co-Promoter to Fabian Romania and no one else in connection with the Offer and will not regard any other person as its client or be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Deloitte Corporate Finance. Deloitte Corporate Finance's responsibilities as Fabian Romania's Nominated Adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to Fabian Romania or to any Director or to any other person. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.
Shore Capital Stockbrokers Limited is acting for Fabian Romania in connection with the Offer and no-one else and will not be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Shore Capital Stockbrokers Limited or for providing advice in relation to the Offer.
Unless otherwise determined by BSGP and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement and any documents relating to the Offer are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.