25 Nov 2009 07:00
Hansteen Holdings plc
("Hansteen" or "the Company")
Issue of Equity for a stake in Kenmore European Industrial Fund Limited ("KEIF") and statement re possible offer for KEIF
Hansteen announces that it will be applying for the admission of 4,148,149 new Ordinary Shares of 10p each in the capital of the Company ("Ordinary Shares") to the Official List and to trading on London Stock Exchange plc's Main Market (together "Admission"). The new Ordinary Shares have been issued as part consideration for the acquisition of 16.8 million ordinary shares, representing a stake of approximately 12.0 per cent. in the capital of Kenmore European Industrial Fund Ltd ("KEIF") which have been acquired (subject to Admission) from Knowe Properties Limited and parties connected to Knowe Properties Limited, (together "Knowe Properties") on 24 November 2009.
The total consideration payable by Hansteen to Knowe Properties comprises £3.36 million in cash and 4,148,149 new Hansteen shares, which is equivalent to 20p in cash and 0.2469 new Hansteen shares for each KEIF share. Based on the Hansteen share price of 83.25p as at the close of business on 24 November, the aggregate consideration is £6.81 million which equates to approximately 40.6p per KEIF share.
Admission of the new Hansteen shares is expected to occur on 30 November 2009. Following Admission, the issued share capital of the Company and the total number of voting rights in the Company will be 453,648,064.
Hansteen confirms that an approach has been made to the Board of KEIF in relation to a potential offer by Hansteen for the remaining issued and to be issued ordinary share capital of KEIF. The potential offer comprises 20p in cash and 0.2469 new Hansteen shares for each KEIF share, which equates to a value of approximately 40.6p per KEIF share and values the issued share capital of KEIF at approximately £56.8 million, based on the Hansteen share price of 83.25p as at the close of business on 24 November.
Hansteen believes that this potential acquisition is an excellent opportunity to buy high yielding assets which would complement and extend its existing European portfolio. It would also further capitalise on the asset management expertise already developed by Hansteen in Europe. Furthermore, Hansteen believes that an offer at the level indicated would be in the interests of KEIF shareholders.
Discussions with the board of KEIF are at a very preliminary stage. Any offer would be subject to certain pre-conditions including due diligence on key commercial and financial matters. There can be no certainty that any offer to acquire KEIF shares will be made, even if the pre-conditions to any such offer, which are waivable, are satisfied or waived. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code. A further announcement will be made when appropriate.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company also confirms that it currently has in issue 449,499,915 shares of 10p each. The International Securities Identification Number for the ordinary shares is GB00B0PPFY88.
For further information:
| Hansteen Holdings plc Ian Watson/Morgan Jones Tel: 020 7016 8820 |
| PricewaterhouseCoopers Corporate Finance - Financial Adviser Simon Boadle/Marc Titmus Mather/ Gerry Young Tel: 020 7583 5000 |
| KBC Peel Hunt - Broker David Davies/Matt Goode Tel: 020 7418 8900 |
| Tavistock Communications Jeremy Carey/Gemma Bradley Tel: 020 7920 3150 |
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves and observe any applicable requirements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Hansteen Holdings plc or of Kenmore European Industrial Fund Ltd, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Hansteen Holdings plc or of Kenmore European Industrial Fund Ltd, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Hansteen Holdings plc or of Kenmore European Industrial Fund Ltd by Hansteen Holdings plc or Kenmore European Industrial Fund Ltd, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
PricewaterhouseCoopers and KBC Peel Hunt Limited ("KBC Peel Hunt"), which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Hansteen and no one else in connection with the matters set out in this announcement and are not advising any other person and accordingly will not be responsible to any person other than Hansteen for providing the protections afforded to clients of PricewaterhouseCoopers and KBC Peel Hunt or for providing advice in relation to the matters described in this announcement.