NTA.L Regulatory News (NTA)

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RECOMMENDED MANDATORY CASH OFFERbySPADILLE LIMITED ("SPADILLE")forNORTHACRE PLC ("NORTHACRE")

First and Final Closing Date

On 17 January 2013, Spadille announced a mandatory cash offer to acquire the entire issued and to be issued share capital of Northacre, the full terms and conditions of which and the procedures for acceptance were set out in the offer document posted to Northacre Shareholders on 7 February 2013 ("Offer Document"). On 15 February 2013, Spadille announced that the Offer was wholly unconditional.

Spadille is now pleased to announce that, as at 1.00 p.m. on 28 February 2013 (being the first closing date of the Offer), Spadille had received valid acceptances of the Offer in respect of 3,972,998 Northacre Shares (representing approximately 14.86 per cent. of the existing issued share capital of Northacre), all of which Spadille may count towards the satisfaction of the acceptance condition to the Offer. Together with the 13,365,000 Northacre Shares already acquired, these represent 64.88 per cent. of Northacre's issued share capital.

The Offer is wholly unconditional and has been since 15 February 2013 and therefore the Offer will now only remain open for acceptances until 1.00 p.m. (London time) on 14 March 2013. Northacre Shareholders who have not yet accepted the Offer are, therefore, encouraged to do so without delay.

Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document. In the case of Northacre Shares held in certificated form, the Form of Acceptance should be completed and returned. If you are a holder of Northacre Shares in uncertificated form (that is in CREST), you should ensure that your TTE Instruction is settled.

If you are in any doubt about the Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

Save as set out above, on 27 February 2013 (being the last practicable date prior to the publication of this announcement), neither Spadille, nor any person acting in concert with Spadille has any interest in or right to subscribe for any relevant securities of Northacre nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Northacre. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Northacre and any borrowing or lending of any relevant securities of Northacre which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to the Northacre Shares.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

ENQUIRIES

For further information contact:

finnCap Ltd, which is authorised and regulated in the UK by the FSA, is acting exclusively for Spadille and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Spadille for providing the protections afforded to clients of finnCap Ltd nor for providing advice in connection with the Offer or any matter referred to herein. 

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise.

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 United Kingdom.

The directors of Spadille accept responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.