28 May 2010 14:21
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION | |
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Announcement for Immediate Release | |
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28 May 2010 | |
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BLUEGEM GAMMA LIMITED | |
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Posting of Offer Document for | |
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LIBERTY PLC | |
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On 19 May 2010, BlueGem Gamma Limited ("BGL") and Liberty Plc ("Liberty" or the "Company") announced the terms of a recommended cash offer for Liberty (the "Offer"). | |
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BGL is today posting to the Company's shareholders and, for information only to Liberty Option Holders and Liberty Preference Shareholders, a document (the "Offer Document") containing full terms and conditions of the Offer, together with the relevant Form of Acceptance. | |
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The Offer is open for acceptances until 1:00pm (London time) on 22 June 2010. | |
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Shareholders owning Liberty Shares in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Liberty Shares, should complete, sign and return the Form of Acceptance (which is being sent to shareholders together with the Offer Document) in accordance with the instructions thereon and in the Offer Document, along with their valid share certificate(s) and/or any other relevant document(s) of title, as soon as possible and, in any event, so as to be received by Capita Registrars no later than 1:00pm (London time) on 22 June 2010. | |
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Shareholders owning Liberty Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those Liberty Shares, should follow the procedures for Electronic Acceptance set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, no later than 1:00pm (London time) on 22 June 2010. Shareholders owning Liberty Shares as a CREST sponsored member, should refer acceptance of the Offer to their CREST sponsor as only CREST sponsors will be able to send the necessary TTE instruction to Euroclear. | |
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A copy of the Offer Document is also available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Liberty's website at www.liberty.co.uk/fcp/content/investorinformation/content while the Offer remains open for acceptances. | |
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Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meanings given to them in the Offer Document. | |
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Enquiries: | |
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BlueGem Capital Partners LLP Marco Capello | Tel: +44 (0)20 7647 9710 |
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Hawkpoint Partners Limited (financial adviser to BGL) Christopher Darlington Vinay Ghai | Tel: +44 (0)20 7665 4500 |
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Liberty plc Richard Balfour-Lynn, Chairman | Tel: +44 (0)20 7706 2121 |
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Cavendish Corporate Finance LLP (financial adviser to Liberty) Jonathan Buxton | Tel: +44 (0)20 7908 6000 |
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Global Leisure Partners LLP (financial adviser to Liberty) Mervyn Metcalf | Tel: +44 (0)20 7016 8050 |
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Hawkpoint Partners Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively for BGL and no one else in connection with the Offer and will not be responsible to anyone other than BGL for providing the protections afforded to the clients of Hawkpoint Partners Limited nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. | |
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Cavendish Corporate Finance LLP, which is authorised and regulated in the UK by the FSA, is acting exclusively for Liberty and for no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than Liberty for providing the protections afforded to the clients of Cavendish Corporate Finance LLP nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. | |
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Global Leisure Partners LLP, which is authorised and regulated in the UK by the FSA, is acting exclusively for Liberty and for no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than Liberty for providing the protections afforded to the clients of Global Leisure Partners LLP nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. | |
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This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. | |
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This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. | |
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Overseas Shareholders | |
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The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to Liberty Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the UK or Liberty Shareholders who are not resident in the UK will therefore need to inform themselves about, and observe, any applicable requirements. | |
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The Offer is not being, and will not be, made, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. | |
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Dealing Disclosure Requirements | |
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Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30pm on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. | |
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Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror, must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm on the business day following the date of the relevant dealing. | |
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If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. | |
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Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. | |
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Online availability of this announcement | |
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A copy of this announcement will be available subject to certain restrictions relating to persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction, on Liberty's website (http://www.liberty.co.uk/fcp/content/ investorinformation/content) from the date of this announcement. |