RNS Number : 7289M
19 August 2011
19 August 2011
Minerva plc ("Minerva")
Jupiter Properties 2011 UK Limited ("Jupiter")
DELISTING AND BOARD CHANGES
Jupiter announced on 19 August 2011 that all the conditions to the recommended cash offer for the entire issued and to be issued ordinary share capital of Minerva had been satisfied or waived and, accordingly, the Offer was wholly unconditional. The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by Jupiter on 30 June 2011.
Jupiter also announced that at 4 pm (London time) on 18 August 2011 it had acquired, agreed to acquire or received valid acceptances in respect of 146,952,479 Minerva Shares, representing approximately 91.15 per cent. of the existing issued ordinary share capital of Minerva, or 88.33 per cent. of the existing issued ordinary share capital to which the Offer relates.
As Jupiter has informed Minerva that it has acquired, agreed to acquire or received valid acceptances of the Offer in respect of ordinary share capital carrying more than 75 per cent of the voting rights of Minerva, application has been made by Minerva to the FSA for the cancellation of Minerva's listing on the Official List of the FSA and to the London Stock Exchange for the cancellation of the admission to trading of Minerva shares on the London Stock Exchange's market for listed securities. It is anticipated that cancellation of listing and admission to trading will take effect from 19 September 2011, being 20 business days following the date of this announcement.
Such cancellation and delisting is likely to reduce significantly the liquidity and marketability of any Minerva Shares in respect of which the Offer has not been accepted.
In accordance with the information required to be disclosed under paragraph 9.6.11R of the Listing Rules, Minerva announces the following changes to the composition of its board as a result of the successful recommended Offer by Jupiter.
Oliver Whitehead has resigned as Chairman of Minerva and John Matthews, Daniel Kitchen and Martin Pexton have resigned as Non-Executive Directors of Minerva, in each case with effect from 19 August 2011.
Paul Goswell, Colin Wagman, Wilson Lamont and John Robertson have been appointed as Non-Executive Directors of Minerva, in each case with effect from 19 August 2011. There is no information that requires disclosure under paragraph 9.6.13R of the Listing Rules in respect to the new Non-Executive Directors of Minerva.
Brunswick +44 (0)20 7404 5959
(Public Relations Adviser to Minerva)
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