Last checked at 23 Jun 2010 07:50
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
FOR IMMEDIATE RELEASE
23 June 2010
RECOMMENDED CASH OFFER BY BLUEGEM GAMMA LIMITED ("BGL") FOR LIBERTY PLC ("LIBERTY")
OFFER UNCONDITIONAL AS TO ACCEPTANCES
On 28 May 2010, BGL made a recommended cash offer for the entire existing issued ordinary share capital of Liberty.
Level of acceptances
BGL is pleased to announce that, as at 1.00 p.m. (London time) on 22 June 2010, being the first closing date of the Offer, BGL had received valid acceptances of the Offer in respect of a total of 21,923,363 Liberty Shares, representing approximately 96.99 per cent of the existing issued ordinary share capital of Liberty, which BGL may count towards the satisfaction of the acceptance condition to the Offer. So far as BGL is aware, none of these acceptances had been received from persons acting in concert with BGL.
On 28 May 2010, the BGL Board announced that it had received irrevocable undertakings to accept the Offer in respect of 20,460,127 Liberty Shares, representing approximately 90.52 per cent of the existing issued ordinary share capital of Liberty. Valid acceptances have been received in respect of all of these Liberty Shares.
Accordingly, BGL confirms that the Offer is unconditional as to acceptances.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document and the Form of Acceptance, has been extended and will remain open for acceptance until further notice.
The Liberty Shareholders who have not yet accepted the Offer and who hold Liberty Shares in certificated form are urged to complete, sign and return the Form(s) of Acceptance by hand (during normal business hours) or by post as soon as possible to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars, by telephoning 0870 162 3121 or, if calling from outside the UK, on +44 208 639 3399. If you hold your Liberty Shares in uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE Instructions as soon as possible.
Interests in relevant securities
Save as disclosed above, neither BGL nor any person acting in concert with BGL for the purposes of the Offer is interested in or has any rights to subscribe for any Liberty Shares nor does any such person have any short position or any arrangement in relation to Liberty Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, Liberty Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Liberty Shares which may be an inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices or securities and a person is 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 used in this announcement shall have the meaning given to them in the Offer Document dated 28 May 2010, unless the context requires otherwise.
Enquiries:
For further information please contact:
| BlueGem Capital Partners LLP Marco Capello | Tel: +44 (0)20 7647 9710 |
|
|
|
| Hawkpoint Partners Limited (financial adviser to BGL) Christopher Darlington Vinay Ghai | Tel: +44 (0)20 7665 4500 |
|
|
|
| Liberty plc Richard Balfour-Lynn, Chairman | Tel: +44 (0)20 7706 2121 |
|
|
|
| Cavendish Corporate Finance LLP (financial adviser to Liberty) Jonathan Buxton | Tel: +44 (0)20 7908 6000 |
|
|
|
| Global Leisure Partners LLP (financial adviser to Liberty) Mervyn Metcalf | Tel: +44 (0)20 7016 8050 |
Hawkpoint Partners Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively for BlueGem Gamma Limited and no one else in connection with the Offer and will not be responsible to anyone other than BlueGem Gamma Limited 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.
Cavendish Corporate Finance LLP, which is authorised and regulated in the UK by the FSA, is acting exclusively for Liberty and no one else in connection with the Offer and will not 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.
Global Leisure Partners LLP, which is authorised and regulated in the UK by the FSA, is acting exclusively for Liberty and no one else in connection with the Offer and will not 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.
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 is being made solely by the Offer Document, when issued, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.
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.
Overseas Shareholders
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.
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.
Dealing Disclosure Requirements
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.
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.
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.
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.
Online availability of this announcement
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.