Last checked at 14 May 2010 08:48
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 May 2010
Liberty Plc ("Liberty")
POSSIBLE HIGHER OFFER FOR LIBERTY PLC BY PYRRHO INVESTMENTS LIMITED
ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE TAKEOVER CODE
THIS ANNOUNCEMENT DOES NOT AMOUNT TO A FIRM INTENTION TO MAKE AN OFFER AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE EVEN IF THE
PRE-CONDITIONS SET OUT BELOW ARE SATISFIED OR WAIVED.
Pyrrho Investments Limited announces that it has today made a proposal to Liberty's board that it wishes to make an offer for the entire issued and to be issued share capital of Liberty at a higher aggregate price than the possible offer by BlueGem Capital Partners LLP that was announced on 7 May 2010. This aggregate price will comprise both a cash offer and the payment of a special dividend by Liberty, a structure which is in line with the possible offer announced by BlueGem Capital Partners LLP on 7 May 2010.
Background
On 7 May 2010, Liberty announced a possible offer (the "Possible BlueGem Offer") by BlueGem Capital Partners LLP on behalf of BlueGem L.P. ("BlueGem") at an aggregate price of 186 pence per Liberty ordinary share which the board of Liberty had resolved to recommend once such offer has been made (the "2.4 Announcement").
Liberty later announced on the same day that it had also received an approach in relation to a possible offer from a third-party (the "Other Party"), unconnected with BlueGem, at an aggregate price of 185 pence per Liberty ordinary share (the "Possible Pyrrho Offer") which had been rejected by the board of Liberty after "due and careful consideration".
Pyrrho Investments Limited ("Pyrrho") announces that it is the "Other Party" referred to in the second announcement. It also wishes to clarify for Liberty shareholders certain events preceding the release of Liberty's announcement of the rejection of the Possible Pyrrho Offer.
In particular, Pyrrho would like to express its dissatisfaction with the bidding process for Liberty and that it was deprived of the opportunity to increase the Possible Pyrrho Offer. This is materially to the detriment of Liberty shareholders as Pyrrho would have made a further higher offer for Liberty on or before 7 May 2010 if it had been given the opportunity to do so.
Pyrrho Investments Limited
Pyrrho is the single largest shareholder with a holding of 20.38 per cent. in MWB Group Holdings Plc ("MWB"), the largest shareholder in Liberty. Pyrrho does not have any representation on the board of MWB nor does it have any participation in the day to day management of MWB.
Competing approaches for Liberty
Pyrrho wishes to clarify the events which led up to the release of the announcement of the Possible BlueGem Offer and the rejection of the Possible Pyrrho Offer:
(1) on 4 May 2010, Pyrrho made an approach to Liberty to acquire its entire issued and to be issued share capital in cash (the "Initial Proposal"). The Initial Proposal included a price range of 190 pence to 200 pence per Liberty share. The Initial Proposal was subject to standard due diligence pre-conditions and was rejected by the board of Liberty for this reason;
(2) on 6 May 2010, Pyrrho revised its bid and made the Possible Pyrrho Offer to Liberty which supersedes the Initial Proposal and was not subject to any due diligence pre-conditions. Pyrrho's new proposal included the same terms as the competing proposal from BlueGem at that time, save that the Possible Pyrrho Offer included an aggregate price per Liberty share which was higher than the aggregate price per share contained in the competing BlueGem proposal;
(3) having made a higher approach to Liberty and clearly stated Pyrrho's continuing interest, Pyrrho requested that Liberty and its advisers keep Pyrrho informed of any developments and Liberty's advisers agreed to provide updates;
(4) on 7 May 2010 at 6.47 a.m. Pyrrho was notified by email that BlueGem had improved the aggregate value of its proposal to a level which was superior to the revised Pyrrho proposal and that the board of Liberty had decided not to proceed with the proposal from Pyrrho; and
(5) the announcement of the Possible BlueGem Offer was released 13 minutes later at 7.00 a.m. on 7 May 2010.
The conduct of the process denied any opportunity for Pyrrho to respond to the Possible BlueGem Offer. In particular the failure to keep Pyrrho informed of Liberty and MWB's views on the Possible Pyrrho Offer prevented Liberty's shareholders from being able to consider the competing proposals with the benefit of sufficient time and information to enable them to reach a properly informed decision before agreeing to grant irrevocable undertakings to accept the Possible BlueGem Offer, should it be made.
Improved Proposal
Pyrrho announces that it has today made a revised proposal to Liberty's board that it wishes to make an offer for the entire issued and to be issued share capital of Liberty at a higher aggregate price than BlueGem's aggregate 186 pence per share offer.
It would be desirable and in accordance with the General Principles on which the City Code on Takeovers and Mergers is based for both Liberty shareholders and, since MWB is the majority owner of Liberty, MWB shareholders to be given a full opportunity to consider any approach from Pyrrho in a properly informed and advised manner.
For further information, please contact:
Arbuthnot Securities Limited
Nick Tulloch Tel: +44 (0) 207 012 2000
Ben Wells
Hogarth PR
Reg Hoare Tel: +44 (0) 7884 494112
Katie Hunt +44 (0) 207 357 9477
Ian Payne
Copies of this announcement are available on the London Stock Exchange website: www.londonstockexchange.com
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes, interested in 1% 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 3.30 pm (London time) 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 Takeover 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.