Statement re strategic review

RNS Number : 0418H

Carpathian PLC

30 October 2008

 

PRESS ANNOUNCEMENT
IMMEDIATE RELEASE
30 October 2008
Carpathian PLC ('Carpathian', the 'Group' or the 'Company')
UPDATE FOLLOWING STRATEGIC REVIEW ANNOUNCEMENT
Following the announcement by the Company on 22 October 2008 of a strategic review, the Board of Carpathian confirms that it has received a number of preliminary indications of interest from third parties seeking to pursue a range of possible options.

These options include, inter alia, the possibility of a third party:
-	making an offer to acquire the entire issued share capital of the Company; or
-	making an offer to acquire specific assets or subsidiaries owned by the Company; or
-	purchasing a significant shareholding from existing shareholders.
There can be no certainty that these approaches will lead to an offer for the Company being made or any other transaction.
As stated within the Company's interim results announcement, the Board continues actively to pursue the appointment of further Non-executive Directors.
The Board expects to provide a further update in respect of the strategic review and the appointment of further Non-executive Directors shortly.
In view of the strategic review announcement and current market conditions, the Board has decided not to pursue its previously announced intention to move to the Official List.

Enquiries:
Carpathian PLC	Via Redleaf Communications
Rupert Cottrell (Non-executive Chairman) Philip Scales (Non-executive Director)
Carpathian Asset Management Limited	020 3178 2892
Paul Rogers Balazs Csepregi Simon Killick
Collins Stewart Europe Limited	020 7523 8000
Bruce Garrow
Hawkpoint Partners Limited	020 7665 4500
Edward Arkus
Redleaf Communications	020 7566 6700
Emma Kane Adam Leviton	[e-mail]

Notes to Editors:

-	Carpathian was created in 2005 for the purpose of investing in Central and Eastern European commercial real estate.
-	Carpathian's primary focus is on shopping centres, supermarkets and retail warehousing in several target countries in Central and Eastern Europe including Croatia, the Czech Republic, Hungary, Bulgaria, Poland, Romania, Slovakia and the Baltics.
-	Carpathian's principal objective is to provide shareholders with a regular and significant dividend income, derived from rental income. In addition, there is potential for capital appreciation from the sale, redevelopment and refinancing of its properties.
-	Carpathian listed on AIM in July 2005 and has acquired a substantial property portfolio of approximately £650 million (approximately €810 million).
-	Carpathian Asset Management Limited ('CAM') is the Property Investment Adviser to Carpathian. It is responsible for identifying acquisition targets, managing transactions and portfolios within Central and Eastern Europe.  The Company holds a 50 per cent. interest in CAM, the remaining 50 per cent. of which is held by UK Real Estate Management Limited (a company wholly owned by Paul Rogers and Massimo Marcovecchio).
-	Carpathian is represented on the Board of CAM by the Non-executive Chairman, Rupert Cottrell, who as Carpathian's representative on the Board of CAM is able to exercise Carpathian's 50 per cent. voting rights on any CAM Board resolution.
-	Recent references in the national press to the Chairman of Carpathian being part of the management buyout team of CAM were inaccurate. The Chairman has no personal shareholding in CAM. Rupert Cottrell has been appointed by Carpathian as a Director of CAM to represent Carpathian's interest in CAM.
Hawkpoint Partners Limited ('Hawkpoint'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carpathian and no one else in connection with any possible offer or other transaction and will not be responsible to anyone other than Carpathian for providing the protections afforded to customers of Hawkpoint, or for providing advice to any other person in relation to any possible offer or other transaction.
Collins Stewart Europe Limited ('Collins Stewart'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carpathian and no one else in connection with any possible offer or other transaction and will not be responsible to anyone other than Carpathian for providing the protections afforded to customers of Collins Stewart, or for providing advice to any other person in relation to any possible offer or other transaction.
Dealing Disclosure Requirements  Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Carpathian, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Carpathian, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the offeror or of Carpathian by the offeror or Carpathian, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

 

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