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TGE Marine AG (TGE)

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Monday 26 October, 2009

TGE Marine AG

Tender Offer From Caledonia I

RNS Number : 3556B
TGE Marine AG
26 October 2009
 



TGE MARINE AG


("TGE" or the "Company")


Tender offer from Caledonia Investments plc, Gas Fin Investments S.A. and gas fin s.a.


Mildred Scheel Str 1

Bonn

53175

Germany

Directors    

Supervisory Board

Michael Richard Alexander (Chairman)

Hermann Alexander Alfred Thyll 


Management Board

Dr. Manfred Karl Emil Kuever 

Steffen Schober  

Ulrich Ottmar Menninghaus 

Dr. Klaus-Dieter Gerdsmeyer



Response to the offer from Caledonia Investments plc, Gas Fin Investments S.A. and Gas Fin S.A. (the "Offerors").


Background


On 2 October 2009 the Offerors announced that they had that day acquired 141,937 Registered Shares of TGE, representing 11.66 per cent of the Company from certain institutional shareholders (the "Initial Share Purchase"), taking the Offerors' combined shareholding in the Company, together with those of Gas Fin GbR, to 76.21 per cent in aggregate. The price agreed for the Initial Share Purchase was £37.50 per Registered Share, which represented a premium of 14.05 per cent over the closing mid-market price of a TGE Registered Share on 1 October 2009. 


The Offerors further announced that they believed that there was no significant benefit to the Company in retaining a quotation on AIM and that they intended to take the necessary steps to procure the cancellation of admission to AIM of TGE's shares.

 

However, the Offerors also declared that they believed it was appropriate to offer all other Shareholders and Depository Interest Holders in TGE the opportunity to sell their Registered Shares or Depository Interests at the same price as in the Initial Share Purchase, being £37.50 per Registered Share or Depository Interest. This offer was made by way of a Tender Offer.


On 13 October 2009 the Offerors issued an offer document setting out the terms of the proposed Tender Offer (the "Offer Document").  


The Board's comment on the Offer 


As noted in TGE's interim financial results issued on Wednesday 23 September 2009, the financial crisis of late 2008 has severely affected the shipbuilding market in general. In TGE's core markets, analysts predict that the drop in activity will continue in 2009 although the Board stated in those interim results that it expects the market to recover in 2010/2011. Although the Company has now won its first contract for over a year, details of which are contained in the announcement issued on 22 October 2009, the Board does not believe that the market is materially improving yet and there can be no guarantee for shareholders that any additional new contracts will be awarded to TGE in the short term.


The TGE Board are also mindful that despite its hopes for 2010/2011 there is no guarantee that the market will recover at that time and in particular any recovery will be dependent upon the major ship financing banks opening new facilities for shipping loans. So, whilst the Board is optimistic that market activity will return, the pace and the extent of that recovery will depend on the improvements in the global economy and the availability of bank financing. 


The price offered in the Tender Offer represents a premium of 14.1 per cent over the closing mid-market price of a TGE Registered Share on 1 October 2009, the day before announcement of the Tender Offer. However, it also represents a discount of 71.2 per cent from the closing mid-market price of a TGE Registered Share on 15 May 2008, the day on which the Company listed on the AIM market of the London Stock Exchange. 


Nonetheless, following discussions with the Offerors and notwithstanding the new contract announced on 22 October 2009, the TGE Board does not believe that there is likely to be any increase in the price offered to investors by the Offerors.


Important factors for TGE Shareholders to consider 


The TGE Board is mindful that as at the date of the Offer, the Offerors hold 76.21 per cent of TGE's Registered Shares and believe that TGE Shareholders should consider the following matters when considering whether to accept the Offer:


i)
The Offerors have stated in the Offer Document that they intend to procure the cancellation of the listing and admission to trading of the TGE Shares on the AIM market of the London Stock Exchange, which would be conditional upon the consent of not less than 75 per cent of the votes actually cast by TGE Shareholders at a general meeting. 
 
 
ii)
The TGE Board believes that, should such cancellation of the listing and admission to trading of TGE Shares on the AIM market of the London Stock Exchange be completed, the liquidity and marketability of the TGE Shares would reduce substantially. If TGE Shareholders do not accept the Offer, there can be no guarantee that they will be able to sell their TGE Shares at a price equivalent to that under the Offer for some time, if ever. In addition, according to the German Stock Corporation Act, minority shareholders can not impose the purchase of their shares on any majority shareholder(s) in consideration for appropriate compensation. A compensation claim of minority shareholders against a majority shareholder could only arise in connection with certain structural measures pursuant to the AktG or the Reorganisation of Companies Act (UmwG) (for example, profit and loss pooling agreements between the Company and a majority shareholder). Therefore in the absence of any significant structural corporate activities the Offerors will not be obliged to buy the shares of any Minority Shareholders at any price following the delisting.
 
 
iii)
In addition, should such delisting take place, TGE Shareholders who do not accept the Offer would no longer benefit from the shareholder protections provided by the rules applicable to companies listed and admitted to trading on the AIM market of the London Stock Exchange (for instance, the Company will be under no obligation to make public announcements regarding changes in its financial condition).
 
 
iv)
Following the delisting of TGE from AIM, the German Takeover Act will not apply since the shares of TGE should not be listed in any other regulated market in Germany or the European Economic Area (so, for instance, there will be no rules governing the levels of consideration to be offered under any takeover of the Company).



 

Conclusion


The TGE Board, having been so advised by Singer Capital Markets, believe that the key factors for TGE Shareholders when considering whether to accept the Offer are the matters referred to above in the section "Important factors for TGE Shareholders to consider". Under those circumstances, the TGE Board would see little alternative for Shareholders who do not want to hold a minority stake in a potentially unlisted company other than to accept the Offer. 


Unless otherwise specifically defined in this announcement, terms defined in the Offer Document shall have the same meanings when used in this announcement.


For further information, please contact: 

 

Singer Capital Markets Limited               +44 (0)20 3205 7500

Jos Trusted

James Maxwell


Pelham Public Relations                           +44(0)20 7337 1500 

Mark Antelme

Henry Lerwill


This information is provided by RNS
The company news service from the London Stock Exchange
 
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