Offer Declared Unconditional
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
7 July 2010
RECOMMENDED CASH OFFER
for Braemar Group plc
by Brooks Macdonald Group plc
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
On 8 June 2010, Braemar Management, the Braemar Independent Directors and the Board of Brooks Macdonald announced the terms of a recommended cash offer to be made by Brooks Macdonald, to acquire the entire issued and to be issued share capital of Braemar not subject to the Management Share Purchase Agreement. The Offer price is 2.25 pence in cash for each Ordinary Share. The full terms of, and conditions to, the Offer and the procedure for acceptance are set out in the Offer Document issued by Brooks Macdonald on 15 June 2010.
Brooks Macdonald announces that all of the conditions of the Offer have been satisfied or waived and the Offer is now unconditional in all respects.
Brooks Macdonald announces that, as at 1.00 p.m. on 6 July 2010 (being the First Closing Date of the Offer), valid acceptances had been received in respect of a total of 119,052,527 Ordinary Shares, representing approximately 65.0 per cent. of the existing issued Ordinary Shares and 88.3 per cent. of the Ordinary Shares to which the Offer relates. This total includes acceptances received in respect of 69,041,665 Ordinary Shares (representing approximately 37.7 per cent. of the existing issued Ordinary Shares and 51.2 per cent. of the Ordinary Shares to which the Offer relates) which were subject to irrevocable commitments procured by Brooks Macdonald.
As at 1.00 p.m. on 6 July 2010, Brooks Macdonald and those persons acting in concert with it had interests in or rights to subscribe for Braemar relevant securities as follows:
|
Name |
Nature of interest |
Number of relevant securities |
Percentage of existing issued Ordinary Shares |
Percentage of Ordinary Shares to which the Offer relates |
|
Brooks Macdonald |
Shares owned |
8,969,638 |
4.9 per cent. |
6.7 per cent. |
As at 1.00 p.m. on 6 July 2010, there were no Ordinary Shares in respect of which Brooks Macdonald had outstanding irrevocable commitments or letters of intent.
As at 1.00 p.m. on 6 July 2010, Brooks Macdonald may count 128,022,165 Ordinary Shares (representing approximately 69.9 per cent. of the existing issued Ordinary Shares and 95.0 per cent. of the Ordinary Shares to which the Offer relates) towards satisfaction of the acceptance condition to the Offer (which Brooks Macdonald declares is now satisfied).
The Offer will remain open for acceptance until 1.00 p.m. on 20 July 2010.
Braemar Shareholders who have not already accepted the Offer are urged to do so as soon as possible.
To accept the Offer for Ordinary Shares held in certificated form, Braemar Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.
To accept the Offer for Ordinary Shares held in uncertificated form (that is, in CREST), Braemar Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.
The consideration due to accepting Braemar Shareholders is expected to be despatched either on or before 20 July 2010, in respect of acceptances complete in all respects and received not later than 1.00 p.m. on 6 July 2010, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.
As anticipated in the Offer Document, Brooks Macdonald will seek to acquire compulsorily the Ordinary Shares for which it has not received valid acceptances of the Offer or otherwise acquired, in each case pursuant to Chapter 3 of Part 28 of the Companies Act 2006.
As Brooks Macdonald has attained the required 75 per cent. of the voting rights attaching to the Ordinary Shares, Brooks Macdonald is taking steps to procure the cancellation of admission to trading on AIM of the Ordinary Shares. It is anticipated that cancellation of listing and trading will take effect no earlier than 4 August 2010.
In accordance with Rule 19.11 of the City Code, a copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection while the Offer remains open for acceptance on the Brooks Macdonald Group's website at www.brooksmacdonald.com.
Capitalised terms used but not defined in this announcement have the same meaning given to them in the Offer Document.
Enquiries
Brooks Macdonald Group plc
Tel: +44(0)20 7499 6424
Chris Macdonald (Chief Executive)
Simon Jackson (Finance Director)
Collins Stewart Europe Limited
Financial adviser, Nomad and broker to Brooks Macdonald
Tel: +44(0)20 7523 8350
Bruce Garrow
Mark Connelly
Bankside Consultants
Financial PR adviser to Brooks Macdonald
Tel: +44(0)20 7367 8888
Simon Rothschild
Oliver Winters
This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase 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. The Offer is made solely through the Offer Document and, in the case of certificated Ordinary Shares, the Form of Acceptance, which together contain 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 contained in the Offer Document and, in the case of certificated Ordinary Shares, the Form of Acceptance.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Unless otherwise determined by Brooks Macdonald, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Brooks Macdonald, copies of this announcement and any other documentation relating to the Offer (including, without limitation, the Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Form of Acceptance (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. It is the responsibility of each Overseas Shareholder to inform himself, herself or itself about and observe any applicable legal requirements.
No Overseas Shareholder receiving a copy of this announcement and/or the Form of Acceptance and/or any other documentation relating to the Offer in a Restricted Jurisdiction may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement and/or the Form of Acceptance and/or any other documentation relating to the Offer are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of this announcement and/or the Form of Acceptance and/or any other documentation relating to the Offer in any jurisdiction outside the United Kingdom who wishes to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of that jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with any other necessary formalities which need to be observed and the payment of any transfer or other taxes or duties that may be or become due under the laws of such jurisdiction. Any such Overseas Shareholder will be responsible for any such transfer or other taxes or duties by whomsoever payable and Brooks Macdonald (and any person acting on behalf of Brooks Macdonald) shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or duties or other requisite payments as Brooks Macdonald (and any person acting on behalf of Brooks Macdonald) may be required to pay.
This announcement has been prepared for the purpose 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 England.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
The directors of Brooks Macdonald accept responsibility for the information contained in this announcement other than that relating to Braemar. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This information is provided by RNS
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