Pacific Global Regulatory News (PCH)

Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

RECOMMENDED CASH offer by

Middlewich LIMITED

FOR

Pochin's PLC

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 12 June 2014, Middlewich announced a recommended cash offer for the entire issued and to be issued share capital of Pochin's.

The full terms and conditions of the Offer and the procedure for acceptance were set out in the Offer Document dated and posted to Pochin's Shareholders on 12 June 2014 (the "Offer Document").

On 7 July 2014, Pochin's announced that the Resolution, the passing of which was a condition of the Offer, had been duly passed on a poll at the Extraordinary General Meeting of Independent Shareholders held earlier that day.

On 8 July 2014, Middlewich announced that the Offer had become unconditional as to acceptances.

Offer Unconditional in all respects

Middlewich is pleased to announce that each of the conditions to the Offer, as set out in the Offer Document, has been satisfied or waived and accordingly the Offer is now declared unconditional in all respects.

As noted in the announcement made by Middlewich on 8 July 2014, the Offer will remain open for acceptances until further notice, upon the terms set out in the Offer Document, and at least 14 days notice will be given by an announcement before the Offer is closed.

Pochin's Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

In order to accept the Offer, Pochin's Shareholders who hold their Pochin's Shares in certificated form (that is, not in CREST) should complete, in accordance with the instructions printed on it, sign and return the Form of Acceptance (together with their share certificate(s) and any other documents of title) as soon as possible to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen B63 3DA. The procedure for acceptance of the Offer in respect of certificated Pochin's Shares is set out in paragraph 15(a) of the letter from Middlewich which forms Part 2 of the Offer Document and Section C of Appendix I to the Offer Document and in the Form of Acceptance.

In order to accept the Offer, Pochin's Shareholders who hold their Pochin's Shares in uncertificated form (that is, in CREST), should make their acceptance electronically through CREST so that the TTE instruction(s) settle(s) as soon as possible. CREST sponsored member(s) should refer to their CREST sponsor before taking any action since only the CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to Pochin's Shares in uncertificated form. The procedure for acceptance of the Offer in respect of uncertificated Pochin's Shares is set out in paragraph 15(b) of the letter from Middlewich which forms Part 2 of Offer Document and Section D of Appendix I to the Offer Document.

Settlement of consideration

Settlement of the relevant consideration due under the Offer will be despatched on or before 24 July 2014 in respect of Pochin's Shares for which acceptances of the Offer, valid and complete in all respects, have already been received as at the date of this announcement. In the case of acceptances received valid and complete in all respects, after today's date and while the Offer remains open for acceptance, settlement of such consideration will be despatched within 14 days of receipt of such acceptance. 

Compulsory Acquisition Notices, Delisting and Cancellation of trading in Pochin's Shares

As set out in the announcement made by Middlewich on 8 July 2014, as at 1.00 p.m. on 7 July 2014 Middlewich had received valid acceptances in respect of, in aggregate 19,046,112 Pochin's Shares, representing approximately 91.6 per cent. of the existing issued share capital of Pochin's. Accordingly, with the Offer having now been declared unconditional in all respects, compulsory acquisition notices will be despatched in due course to Pochin's Shareholders who have not accepted the Offer.

Middlewich confirms that, having now acquired more than 75 per cent. of the existing issued share capital of Pochin's, it has requested that the directors of Pochin's apply to the UK Listing Authority for the cancellation of the listing of Pochin's Shares on the premium listing segment of the Official List and to the London Stock Exchange for the cancellation of the trading in Pochin's Shares on the main market of the London Stock Exchange. It is expected that cancellation of listing and of trading will take effect no earlier than 20 business days following the date of this announcement.

Further Information 

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

Enquiries

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Middlewich, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Middlewich for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance. Neither BDO LLP nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO LLP in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to buy or invitation to sell or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer is being made solely through the Offer Document and, in the case of certificated Pochin's Shares, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of certificated Pochin's Shares, the Form of Acceptance.

Overseas jurisdictions

The Offer is not being made, directly or indirectly, and securities of Pochin's are not being accepted for purchase from or on behalf of any Pochin's Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Document.

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Pochin's Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular the Offer is not being made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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 B Shares have not been, and will not be, listed on any stock exchange or registered under the US Securities Act or under the securities laws of any jurisdiction of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to the B Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no steps have been, or will be, taken to enable the B Shares to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of any Restricted Jurisdiction or any other country or jurisdiction outside the United Kingdom. Accordingly, the B Shares are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from any Restricted Jurisdiction or to, or for the account or benefit of, any US person (as defined in the US Securities Act) or any resident, citizen or national of any Restricted Jurisdiction.

Publication on websites

A copy of this announcement will be available for inspection free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Middlewich's website at www.middlewichlimited.co.uk and Pochin's website at www.pochins.plc.uk during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement or the Offer Document.