23 Jun 2017 17:43
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
INCREASED CASH OFFER
BY HANSTEEN HOLDINGS PLC
FOR
INDUSTRIAL MULTI PROPERTY TRUST PLC
23 June 2017
SQUEEZE OUT OF OUTSTANDING INDUSTRIAL MULTI PROPERTY TRUST PLC SHARES
On 19 May 2017, Hansteen Holdings PLC ("Hansteen") announced that on 23 June 2017 it would commence the procedures available to it under section 154 of the Isle of Man Companies Act 1931 (the "Act") to compulsorily acquire those IMPT Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances (the "Outstanding IMPT Shares").
Consequently, Hansteen is today implementing the procedures available to it under the Act to squeeze out all of the Outstanding IMPT Shares.
The Increased Offer will remain open for acceptance until further notice.
Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Increased Offer Document.
Enquiries:
Capita Asset Services Tel: +44 (0) 371 664 0321
(Receiving Agent to Hansteen)
Peel Hunt LLP Tel: +44 (0) 20 7418 8900
(Sole Financial Adviser and Broker to Hansteen)
Capel Irwin
James Britton
Tavistock Tel:+44 (0) 20 7920 3150
(PR Adviser to Hansteen)
Jeremy Carey
Calls to Capita Asset Services are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Important notices relating to Hansteen's financial adviser
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Hansteen and no one else in connection with the Increased Offer and will not be responsible to anyone other than Hansteen for providing the protections afforded to its clients or for providing advice in connection with the matters set out in this announcement.
Further information
This announcement is for information purposes only and is not intended to, and does not constitute, or form any part of, any offer to sell or subscribe for or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Increased Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by IMPT or Hansteen pursuant to the Increased Offer in any jurisdiction in contravention of applicable laws.
The Increased Offer will be effected solely through the Increased Offer Document and, in respect of IMPT Shares held in certificated form, the Revised Form of Acceptance, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any decision in respect of, or other response to, the Increased Offer should be made only on the basis of the information contained in those documents. IMPT Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully once it has been dispatched.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in, and the availability of the Increased Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Original Offer Document.
In particular, copies of this announcement and any formal documentation relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, any agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise determined by the offeror or required by the City Code on Takeovers and Mergers (the "Code"), and permitted by applicable law and regulation, the Increased Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Increased Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Increased Offer by IMPT Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each IMPT Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Increased Offer.
Information relating to IMPT Shareholders
Please be aware that addresses, electronic addresses and certain information provided by IMPT Shareholders, persons with information rights and other relevant persons for the receipt of communications from IMPT may be provided to Hansteen.
Publication on website
A copy of this announcement will be made available on the Hansteen website by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, neither the content of the websites referred to in this announcement, nor the content of any website accessible from hyperlinks on Hansteen's or IMPT's websites (or any other website) is incorporated into, or forms part of, this announcement.