18 Jan 2013 07:00
Not for release, publication or distribution in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.
17 January 2013
RECOMMENDED MANDATORY CASH OFFERbySPADILLE LIMITEDforNORTHACRE PLC
Introduction
On 17 January 2013, the board of Spadille and the Independent Directors announced that they have reached agreement on the terms of a recommended cash offer, with a loan note alternative, to be made by Spadille for the whole of the issued and to be issued ordinary share capital of Northacre not already owned by Spadille (the "2.7 Announcement").
This Mandatory Cash Offer should be read in conjunction with the 2.7 Announcement and all capitalised terms used within the 2.7 Announcement shall have the same meaning in this Mandatory Cash Offer.
Rule 9 Mandatory Cash Offer
Spadille, on 16 January 2013, acquired 7,850,000 shares in Northacre from MAR Investments Limited and it has contractually agreed to acquire a further 135,000 shares from one of the existing directors of Northacre, Mohammed AlRafi, subject to his shares being dematerialised into certificated form. Such shares represent 29.9 per cent of the total issued shares of Northacre.
On 17 January 2013, Spadille acquired a further 5,000,000 Northacre Shares from another existing director of Northacre, Klas Nilsson. These shares represent 18.7 per cent of the existing issued ordinary share capital of Northacre.
Taking into account the acquisitions detailed above, Spadille now has an interest in or commitments over a total of 12,985,000 Northacre Shares representing approximately 48.6 per cent of the issued share capital of Northacre.
Accordingly Spadille is now obliged to make a mandatory cash offer for the remaining shares of Northacre. The Offer will be made in accordance with Rule 9 of the Takeover Code and will, subject to the further terms listed below, be conditional only upon Spadille receiving acceptances which will result in Spadille, and anyone acting in concert with Spadille, holding more than 50 per cent of the Northacre Shares (the "Mandatory Cash Offer").
The 2.7 Announcement shall remain in full effect in relation to the Offer subject with the exception that the Conditions and Further Terms contained in Appendix 1 of the 2.7 Announcement shall be replaced in its entirety with the Condition, as set out below, and Further Terms detailed in this Mandatory Cash Offer.
Condition
The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by 3.00 pm on the first closing date of the Offer (or such later time(s) and/or date(s) as Spadille may (subject to the Takeover Code) decide) in respect of such number of Northacre Shares which, together with Northacre Shares that Spadille shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, will result in Spadille, or any person acting in concert with Spadille, holding Northacre Shares carrying in aggregate more than 50 per cent of the voting rights then normally exercisable at general meetings of Northacre (including for this purpose to the extent, if any, required by the Panel, any votes attributable to Northacre Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise).
For the purpose of this condition, Northacre Shares which have been unconditionally allotted but not issued shall be deemed to carry the votes which they will carry upon issue.
Certain further terms of the Mandatory Cash Offer
1 The Offer will comply with the Takeover Code and will be governed by and construed in accordance with English law. The English courts will have exclusive jurisdiction for determining any matter which may arise under or in connection with any such contract.
2 The Northacre Shares will be acquired free from all liens, charges, equitable interests and encumbrances and third-party rights and together with all rights attaching to them, including the right to all dividends or other distributions declared, made or paid after the date of this announcement.
3 The Offer will lapse if, before 3.00 pm on the first closing date or before the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later, the acquisition by Spadille of Northacre is either referred to the Competition Commission or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under article 6(1)(c) or making a referral to a competent authority of the United Kingdom under article 9(1). In such circumstances, the Offer will cease to become capable of further acceptance and accepting Northacre Shareholders and Spadille shall cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.
4 The availability of the Loan Note Alternative will be conditional upon the consent of the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended, to the issue by Spadille of the Loan Notes and the consent of the Jersey Registrar of Companies pursuant to the Companies (General Provisions) (Jersey) Order 2002, to the circulation of the Offer Document.
Enquiries:
ADCM
Mustafa Kheriba +9712 639 0099
finnCap Ltd (Financial Adviser to ADCM)
Stuart Andrews +44 20 7220 0500
Henrik Persson +44 20 7220 0500
A copy of this announcement will be available at www.adcm.ae. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.