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Offer Update

28 May 2010 17:50

RNS Number : 7841M
BlueGem Capital Partners LLP
28 May 2010
 

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

Announcement for Immediate Release

28 May 2010

BLUEGEM GAMMA LIMITED ("BGL")

Offer Update

LIBERTY PLC ("Liberty")

Earlier today, BGL announced that it was today posting a document containing full terms and conditions of the Offer (the "Offer Document"), together with the relevant Form of Acceptance to Liberty Shareholders. A copy of the Offer Document is 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.

In the Offer Document, BGL confirmed that it had received hard irrevocable undertakings to accept or to procure the acceptance of the Offer in respect of a total of 19,500,127 Liberty Shares, representing 86.27 per cent. of the existing issued ordinary share capital of Liberty.

BGL is pleased to announce that it has received an additional hard irrevocable undertaking from Dawnfield Pte Limited (now known as Montego (S) Pte. Ltd.) ("Montego") to accept or to procure the acceptance of the Offer and not to withdraw or procure the withdrawal of such acceptance, in respect of its entire beneficial holding of 960,000 Liberty Shares, representing approximately 4.25 per cent. of the existing issued ordinary share capital of Liberty.

Pursuant to this irrevocable undertaking Montego has undertaken (on its own behalf and on behalf of its associates) inter alia not to (i) sell, transfer, charge, encumber, grant any option over or otherwise dispose of any interest in any ordinary shares Montego holds in Liberty; (ii) accept any other offer in respect of its ordinary shares in Liberty; (iii) purchase, sell or otherwise deal in ordinary shares in Liberty or any interest therein; (iv) requisition any shareholder meeting of Liberty; or (v) agree to do any of the things described in (i) or (ii) above.

Until the time that the Offer becomes wholly unconditional, lapses or is withdrawn, Montego has undertaken to exercise votes (and / or any other rights) attaching to its ordinary shares in Liberty in accordance with BGL's directions in relation to the passing or proposal of any resolution necessary to implement the Offer or which, if passed, might result in any condition of the Offer not being fulfilled or which might impede or frustrate the Offer.

Accordingly, BGL has now received, in aggregate, hard irrevocable undertakings to accept or to procure the acceptance of the Offer in respect of a total of 20,460,127 Liberty Shares, representing 90.52 per cent. of the existing issued ordinary share capital of Liberty.

All of these undertakings will continue to be binding even in the event of a higher competing offer for Liberty, unless the Offer lapses or is withdrawn in accordance with the City Code.

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.

Enquiries:

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

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.

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.

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.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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