PAM.L Regulatory News (PAM)

30 Jul 2007 18:20

Premier Asset Management PLC30 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR ANY OTHER RESTRICTED JURISDICTION FOR IMMEDIATE RELEASE 30 July 2007 Premier Asset Management plc ("Premier" or the "Company") Recommended Final* Cash Offer by Harvard Bidco Limited Response to Water Hall Group plc's announcement The Independent Directors of Premier have noted the announcement made by WaterHall Group plc ("Water Hall") on 30 July 2007 and its associated letter toPremier's shareholders in relation to the recommended final cash offer byHarvard Bidco Limited (the "Final Offer"). The Independent Directors havepreviously spoken to Water Hall's chairman and have subsequently considered thecomments made in the announcement and the letter to Premier's shareholders. Notwithstanding these comments, the Independent Directors, who have been soadvised by Altium, continue to consider the terms of the Final Offer to be fairand reasonable for the reasons stated on page 6 of the offer document posted toPremier shareholders on 20 July 2007 (the "Offer Document") under the heading"Background to and reasons for recommending the Final Offer". In providingadvice to the Independent Directors, Altium has taken into account theIndependent Directors' commercial assessments. The full text of the relevantsection of the Offer Document is set out below: "The Independent Directors believe that Premier has established itself as asuccessful independent asset manager in the UK in its chosen niche markets.While it continues to grow its assets under management both organically and byacquisition, it still lacks the desired critical mass to compete effectively inweak as well as strong markets against many of its competitors. The IndependentDirectors also believe that further opportunities exist for consolidation aswell as entry into complementary markets through selected acquisitions. However,recent evidence has shown that the prices of available acquisition targets andthe competition to acquire such targets have risen to levels which are notalways consistent with the returns reasonably expected by Premier Shareholders. Whilst the Independent Directors are confident that the prospects for thebusiness as an independent company remain strong, they believe that the businessmay have greater opportunities to develop and expand away from a quotedenvironment. In addition, they also recognise that the Final Offer represents anopportunity for Premier Shareholders to realise their entire investment inPremier at an attractive price, in cash. In considering whether to recommend the Final Offer, the Independent Directorshave taken into account a number of factors, including the following: - the Final Offer provides Premier Shareholders with an opportunity to realise their investment for cash at a significant premium to the current share price. The Final Offer represents a premium of 42.4 per cent. to the average Closing Price of 200.1 pence per Premier Share for the 12 month period prior to 13 July 2007; a premium of 25.6 per cent. to the average Closing Price of 227 pence per Premier Share for the three month period prior to 13 July 2007, the last business day prior to the date of the Announcement; and a premium of 28.7 per cent. to the Closing Price of 221.5 pence per Premier Share on 13 July 2007, being the last business day prior to the date of the Announcement; - the Final Offer provides certainty of value to Premier Shareholders, realisable in cash; and - the Management Team are backing Harvard Bidco and have a collective shareholding of 2,260,625 Premier Shares, representing 14.7 per cent. of the existing issued share capital of Premier. In addition, the Management Team have 2,059,857 options and/or interests in 9,590 Premier Shares under the SIP Scheme. Taking into account the collective shareholding and interest of the Management Team under the Premier Share Schemes, this represents 23.8 per cent. of the fully diluted share capital of Premier." Accordingly, the Independent Directors continue to unanimously recommend thatPremier Shareholders accept the Final Offer, and that those Premier Shareholderswhich are entitled to vote on such resolutions vote in favour of the resolutionsto be proposed at the Extraordinary General Meeting on 6 August 2007, as theyhave irrevocably undertaken to do in respect of their entire holdings, which, inaggregate, amount to 385,000 Premier Shares, representing 2.5 per cent. of theexisting issued share capital of Premier and approximately 3 per cent. of thePremier Shares held by Independent Shareholders. In accordance with Rule 27.1 of the City Code on Takeovers and Mergers, Premier also discloses the following acquisitions of ordinary shares in Premier by Harvard Bidco Limited since 20 July 2007 (being the date that the Offer Document was posted): Number of Date of Purchase price Percentage ofPremier shares purchase per Premier existing issued purchased share share capital 100,000 30 July 2007 285p 0.65% 112,500 30 July 2007 285p 0.73% 30,000 30 July 2007 285p 0.20% 50,000 30 July 2007 285p 0.33%-------------- ------------- 292,500 1.90% There are no other disclosures to be made in accordance with Rule 27.1 of theCity Code on Takeovers and Mergers. Enquiries: Premier Asset Management plc Tel: 01483 30 60 90Roger Wood (Chairman) Altium Capital Limited Tel: 020 7484 4040Ben ThorneNick Tulloch * Harvard Bidco Limited reserves the right to increase or otherwise amend theFinal Offer should a competitive situation arise. This information is provided by RNS The company news service from the London Stock Exchange