29 May 2012 09:30
SPEYMILL MACAU PROPERTY COMPANY PLC
29 May 2012
Result of Tender Offer and update on the Restructuring
Further to the announcement of the result of the Extraordinary General Meeting on 24 May 2012, the Board of Speymill Macau Property Company plc (the "Company") announces that the Tender Offer for the purchase of Ordinary Shares at US$0.835 per Ordinary Share closed at 1.00 p.m. on Monday 28 May 2012. A total of 36,896,674 Ordinary Shares (comprising 34.44 per cent. of the Ordinary Shares outstanding and in issue) were validly tendered. Accordingly, all valid tender applications will be satisfied in full and the condition for implementation of the Restructuring relating to the Tender Offer not being terminated by the Company has now been satisfied. It is expected that CREST settlement of the Tender Offer will take place on 31 May 2012 and cheques and balance share certificates will be despatched in respect of certificated holdings during the week commencing 4 June 2012.
Furthermore, as set out in the circular dated 30 April 2012 (the "Circular"), Howard Golden, Yarden Mariuma and Harald Wengust's resignation from the Board has become unconditional as did the appointment of Dirk Van den Broeck and Ian Dungate as the Company's new non-executive Chairman and non-executive Director, respectively. Further information on the new directors is set out below. The Restructuring, as described in the Circular, (including the adoption of the new investment policy, the appointment of Terra Partners Asset Management as the Company's external investment manager, the amendment to the Directors' Incentive Plan and the change of the Company's name to Terra Capital Plc) has also become unconditional.
Capitalised terms used and not defined in this announcement bear the same meaning given to them in the Circular.
Further information on Dirk Ernestus Jozef Van den Broeck (aged 54)
Dirk Van den Broeck was an executive director of Petercam S.A., a Belgian investment bank, until the end of 2010. He had been a director of Petercam since 1988 and managing director since 1994 and was latterly responsible for its real estate and private equity activities. Dirk started his career at Petercam in 1982 and was registered as an Agent de Change in 1989. Holding dual degrees in law and economics from the University of Louvain, Dirk is a board member of several Belgian and international companies of which two are listed in Belgium (WDP and Service Flats Invest) and one is listed on AIM (Reconstruction Capital II).
Other current directorships/partnerships:
Patrimmonia Fund Europe SA
Reconstruction Capital II Ltd
Asia Maritime (LPG) Investments Limited
Radiomatix N.V.
Warehouses de Pauw Comm. VA
AMP Ltd
Serviceflats Invest NV
Urselia NV
Wilma Project Development NV
WPD Holding NV Winprover
De Pauw NV
Former directorships/partnerships within the past five years:
Petercam & Associés SCRL
Petercam Capital UK Ltd
Petercam Management Ireland Ltd
Petercam Management Services NV
Petercam SA
Petercam Services SA
3P (L) SARL
3P Air Freighters Ltd
3P Air Freighters Belgium SA
ASL Aviation Group Limted
Beaulieulaan NV
Belgian European Properties SA
Distri-Invest NV
EQM Funds Plc
ALINSO NV
Financiére Sainte Gudule CVBA
German Residential Property SA
Immobiliére de la Place Sainte Gudule SA
Immo-Régence SA
Meli NV
New Paragon Investments Limited
New Phoenix Investments Limited
Omega Preservation Fund Luxembourg
PAM Alternative Investments PLC
Park De Haan NV
Promotus BVBA
QAT Investments SA
QAT II Investments SA
QAT ARKIV SA
Mr Van den Broeck was a director at the time of or within the twelve months preceding the following
voluntary liquidations:
NIBC Petercam Derivatives N.V.
Peterbroeck, Van Campenhout & Co CVA
Rond Point Schuman N.V.
Leopold III Laan N.V.
Fonciere Tour Louise N.V.
Certifimmo II N.V.
Certifimmo III N.V.
All of these cases concern voluntary liquidations following a termination of activities. In all but two
cases, the companies were special purpose vehicles that had voluntarily disposed of all their assets
and returned the equity to their shareholders. In the cases of Peterbroeck, Van Campenhout & Co,
CVA and NIBC Petercam Derivatives N.V. the voluntary liquidation was approved by the Belgian
Banking Commission after all outstanding liabilities were met in full. In addition, Mr Van den Broeck
was formerly a non-executive director of New Paragon Investments Limited, a company
incorporated in Hong Kong. Mr Van den Broeck resigned from the board of New Paragon
Investments Limited on 16 May 2011, the day the company was placed into a creditors' voluntary
Liquidation.
Mr Van den Broeck does not hold any Ordinary Shares of the Company directly, but has an interest through his holding of 598,800 shares in Worldwide Opportunity Fund (Cayman) Limited which holds 14,253,593 Ordinary Shares.
Further information on Ian John Dungate (aged 48)
Ian Dungate is a qualified chartered accountant and a graduate of the University of the West of England. Ian is a director of Galileo Fund Services Limited, the Company's Administrator, and has worked in the fund administration industry for over 20 years, at CIBC and Bank of America in the Cayman Islands and Abacus Financial Services Limited and Anglo Irish Fund Services Limited in the Isle of Man. Ian was instrumental in the development of the fund business at Abacus before joining Anglo Irish Fund Services Limited as Fund Administration Manager in April 2005. In May 2007 Ian formed a part of the management team which undertook a management buyout of Anglo Irish Fund Services Limited, now renamed Galileo Fund Services Limited.
Other current directorships/partnerships:
RBID Holdings Limited
Galileo Fund Services Limited
Columbus Nominees One Limited
Galileo Secretarial Services Limited
PME Locomotives (Mauritius) Limited
PME RSACO (Mauritius) Limited
PME Tanco (Mauritius) Limited
PME Uganco (Mauritius) Limited
Former directorships/partnerships within the past five years:
PME (Burco) Mauritius Limited
Mr Dungate does not hold any Ordinary Shares of the Company.
Save as set out above, there are no further matters to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies.
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For more information, please visit www.speymillmacau.com or contact:
Terra Partners Asset Management
Howard Golden
+ 9725 2601 7615
Galileo Fund Services Limited
Ian Dungate
+44 (0)1624 692600
Matrix Corporate Capital LLP
(Nominated adviser and corporate broker)
Paul Fincham
Jonathan Becher
+44 (0)20 3206 7000