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Monday 19 December, 2011

Minerva Bidco Ltd

Offer Update - Rule 9 Mandatory Cash Offer

RNS Number : 2335U
Minerva Bidco Limited
19 December 2011



19 December 2011










Jacques Vert plc ("Jacques Vert")




Minerva Bidco Limited ("Minerva Bidco")


1.             The Offer


On 19 December 2011, the Board of Minerva Bidco and the Board of Jacques Vert announced they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Jacques Vert at a price of 21 pence per Jacques Vert Share. 


The Offer Document was posted to Jacques Vert Shareholders on 19 December 2011.


Following the announcement of the Offer, Minerva Bidco has today acquired or agreed to acquire (by market purchases) 101,545,767 Jacques Vert Shares at a price of 21 pence per Jacques Vert Share, representing approximately 52.8 per cent. of the issued share capital of Jacques Vert and approximately 51.8 per cent. of Jacques Vert's fully diluted share capital.


Accordingly, as a result of the market purchases referred to above, Minerva Bidco is required to make a mandatory cash offer for the entire issued and to be issued ordinary share capital of Jacques Vert not already acquired by it, pursuant to Rule 9 of the City Code.  The provisions of Rule 9 are being complied with by Minerva Bidco waiving all the conditions to the Offer other than the acceptance condition set out in paragraph 1 of Part A of Appendix I to the Offer Document which, in accordance with the terms of the Offer, is to be amended to read as follows:


"The Offer is conditional upon valid acceptances being received (and not, where permitted, withdrawn) by 1.00 p.m. on 9 January 2012 (or such later time(s) and/or dates as Minerva Bidco may, subject to the rules of the City Code, decide) in respect of Jacques Vert Shares which, together with Jacques Vert Shares acquired or agreed to be acquired before or during the Offer, will result in Minerva Bidco and any person acting in concert with it holding Jacques Vert Shares carrying more than 50 per cent. of the voting rights attaching to the Jacques Vert Shares."


2.             Acceptances


With the market purchases referred to above, Minerva Bidco has acquired, pursuant to the Offer or otherwise, 52.8 per cent. of Jacques Vert's existing issued ordinary share capital.


The Jacques Vert Directors irrevocably undertook to accept (or procure the acceptance of) the Offer, in respect of Jacques Vert Shares held by them (and persons connected with them within the meaning of section 252 of the Companies Act). The Jacques Vert Directors and their connected parties own 2,383,465 Jacques Vert Shares, representing approximately 1.2 per cent. of Jacques Vert's existing issued ordinary share capital.


3.             Settlement


Settlement of the consideration to which any Jacques Vert Shareholder is entitled under the Offer will be despatched  (in the manner set out in, and subject to the provisions of, paragraph 13 of Part II of the Offer Document) to validly accepting Jacques Vert Shareholders or credited to CREST accounts as appropriate (i) in the case of acceptances received, valid and complete in all respects, by the date on which the Offer becomes or is declared wholly unconditional, within 14 days of the later of such date and 9 January 2011, or (ii) in the case of acceptances received, valid and complete in all respects, after such date but while the Offer remains open for acceptance, within 14 days of such receipt.


A letter to Jacques Vert Shareholders, containing further details of the mandatory cash offer, will be sent to Jacques Vert Shareholders as soon as practicable.


Terms defined in the Offer Document have the same meanings in this announcement.


Zeus Capital Limited

(Financial Adviser to Minerva Bidco)

Richard Hughes

Tel: 0161 831 1512

Nick Cowles

Andrew Jones



Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva Bidco and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Minerva Bidco for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.


This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.


This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the Offer Document.  The proposal for the Offer is being made solely through the Offer Document (as amended by this announcement) and the accompanying Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how to accept the Offer.  Please read carefully the Offer Document in its entirety before making a decision with regards to the Offer.  Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.


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. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) 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(s), 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. (London time) 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 Takeover Panel's website at, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.


Overseas Jurisdictions


The release, publication or 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.


This announcement has been prepared for the purposes of complying with English law and the City 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 and regulations of any jurisdiction outside of England.


In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.


Publication on website


A copy of this announcement will be available free of charge on Jacques Vert's website at by no later than 1.00 p.m. (London time) on 20 December 2011.


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

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