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Friday 24 July, 2009

Black Sea Glbl Prp

REVISED AND RECOMMENDED CASH

RNS Number : 2850W
Black Sea Global Properties Limited
24 July 2009
 



Not for release, publication or distribution in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan 

24 July 2009



REVISED AND RECOMMENDED CASH OFFER


BY


BLACK SEA GLOBAL PROPERTIES LIMITED


FOR


RUTLEY EUROPEAN PROPERTY LIMITED

  INCREASED OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Summary

  • The Board of Black Sea Global Properties Limited ('BSGP') announces that valid acceptances have been received in respect of 140,843,147 Rutley Shares, representing approximately 67.31 per cent. of the existing issued redeemable preference share capital of Rutley.
  • The Board of BSGP is pleased to announce that the Increased Offer is declared unconditional in all respects.
  • The Increased Offer will be extended until 3.00pm (London time) on 7 August 2009.

BSGP's Intentions

Having obtained control of Rutley, BSGP intends to:

  • retain Rutley's listing on the Daily Official List, subject to approval from the London Stock Exchange; 
  • apply its extensive financial and management resources to restructuring and recapitalising Rutley;
  • invite Rutley Shareholders, to the extent practicable, to participate in any future fundraising in proportion to their respective shareholdings at the time;
  • internalise the management of Rutley to align the interests of shareholders and the management team;
  • seek to enlarge Rutley's existing portfolio through strategic acquisitions and/or the acquisition of real estate assets from either or both of BSGP and/or Rompetrol Holding S.A.;
  • appoint Mr. Obie Moore, a director of BSGP, to the Rutley board; and
  • revise Rutley's investment policy to permit the continued growth of its property portfolio beyond 31 December 2009, by removing the provision from the articles of association of Rutley which would otherwise oblige the board to commence Rutley's winding up in 2013.

Level of Acceptances

The Board of BSGP announces that as of 3.00 p.m. (London time) on 24 July 2009, the first closing date of the Increased Offer, valid acceptances had been received in respect of 140,843,147 Rutley Shares, representing approximately 67.31 per cent. of the existing issued redeemable preference share capital of Rutley.

BSGP has acquired or agreed to acquire 150,000 Rutley Shares, representing approximately 0.07 per cent. of the existing issued redeemable preference share capital of Rutley. In addition, Finite Assets Limited, a company wholly owned by Rompetrol Holding S.A. and acting in concert with BSGP acquired 33,744,315 Rutley Shares, representing approximately 16.13 per cent. of the existing issued redeemable preference share capital of Rutley. BSGP has received valid acceptances from Finite Assets Limited in respect of all of the above shares and these acceptances are included in the total of valid acceptances referred to above.

BSGP also received letters of intent to accept or procure acceptance of the Increased Offer in respect of 20,000,000 Rutley Shares, representing approximately 9.56 per cent. of the existing issued redeemable preference share capital of Rutley. BSGP has received valid acceptances in respect of all of such Rutley Shares and these acceptances are included in the total of valid acceptances referred to above. 

Accordingly, BSGP either owns, or has received valid acceptances in respect of, a total of 140,993,147 Rutley Shares, representing, in aggregate, approximately 67.38 per cent. of the existing issued redeemable preference share capital of Rutley, all of which may be counted towards satisfaction of the acceptance condition to the Increased Offer. The Increased Offer has now become unconditional as to acceptances and unconditional in all respects.

Increased Offer Extension

The Increased Offer will remain open for acceptance until 3.00 p.m. (London time) on

7 August 2009.

Settlement

The consideration to which any Rutley Shareholder is entitled under or in consequence of the Increased Offer will be effected by the despatch of cheques or by crediting CREST accounts (as applicable) either on or before 7 August 2009 in respect of acceptances received by 3.00 p.m. (London time) on 24 July 2009 which are valid and complete, and within 14 days of the date of receipt in respect of any further acceptances which are received after such time and which are valid and complete.

General

Terms used but not defined in this announcement shall have the meaning given to them in the Increased Offer Document posted to shareholders on the 10 July 2009. 

A copy of this announcement has been published on BSGP's website and can be viewed at www.bsgproperties.com.

Enquiries

Lazard & Co., Limited (Financial Adviser to BSGP)

Patrick Long

Michael Bressler


+44 (0) 20 7187 2000

Oriel Securities Limited (Broker to BSGP)

Tom Durie

Sapna Shah


+44 (0) 20 7710 7600

Financial Dynamics (PR adviser to BSGP)

Richard Sunderland

Stephanie Highett

Rachel Drysdale


+44 (0) 20 7831 3113

Lazard & Co., Limited ('Lazard'), which is regulated by the Financial Services Authority, is acting for BSGP in connection with the Increased Offer and no-one else and will not be responsible to anyone other than BSGP for providing the protections afforded to customers of Lazard or for providing advice in relation to the Increased Offer.

Oriel Securities Limited ('Oriel'), which is regulated by the Financial Services Authority, is acting for BSGP in connection with the Increased Offer and no-one else and will not be responsible to anyone other than BSGP for providing the protections afforded to customers of Oriel or for providing advice in relation to the Increased Offer.

Overseas territories

The Increased Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States, Canada, Australia, the Republic of South Africa or Japan and subject to certain exceptions cannot be accepted by any such use, means, instrumentality or facility or from within those territories. Accordingly, copies of this announcement and any related offer documentation are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa or Japan and so doing may invalidate a purported acceptance of the Increased Offer.


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