Joint Announcement From Holowent Limited And Nr Nordic & Russia Properties Limited
(Thomson Reuters ONE) -
JOINT ANNOUNCEMENT
This is a joint announcement by Holowent Limited, a company ultimately owned by
Ian Livingstone and Richard Livingstone (the "Offeror" or "Holowent") and the
Independent Directors (the "Independent Directors") of NR Nordic & Russia
Properties Limited ("NR Nordic") pursuant to the provisions of Section 10
paragraph 3 of the Dutch Decree on public offers Wft (Besluit openbare biedingen
Wft) ("Dutch Takeover Decree") in connection with the public offer by Holowent
for the entire issued and to be issued Share capital of NR Nordic (other than
any NR Nordic Shares held by members of the Offeror Group) as set out in the
Offer Document (as defined below). Defined terms used but not defined in this
announcement shall have the meaning attributed to them in the Offer Document (as
defined below).
This announcement does not constitute an offer for NR Nordic. The Offer is being
made only by means of the Offer Document (as defined below).
This announcement is not for release, publication or distribution, in whole or
in part, in or into directly or indirectly the United States, Canada, Australia
and Japan or any Restricted Jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
CASH OFFER BY HOLOWENT LIMITED FOR NR NORDIC & RUSSIA PROPERTIES LIMITED
On 25 January 2010 Holowent and the Independent Directors of NR Nordic announced
the terms of a cash offer (the "Offer") to be made by the Offeror in respect of
NR Nordic.
The Offeror and NR Nordic hereby announce that the offer document containing the
terms and conditions of the Offer (the "Offer Document") is publicly available
as of today as set out below.
The Offeror is making a fully funded, public cash offer for the entire issued
and to be issued Share capital of NR Nordic (other than any NR Nordic Shares
held by members of the Offeror Group) at an offer price of EUR 0.24 in cash per
NR Nordic Share.
Highlights:
1. The Offer is a fully funded cash offer for all the NR Nordic Shares
(other than any NR Nordic Shares already held by members of the Offeror Group)
with an Offer Price of EUR 0.24 in cash per Share.
2. The Independent Directors are not making any recommendation to
Shareholders in relation to the Offer. The Independent Directors views on the
terms of the Offer are set out in the Offer Document.
3. The Offer represents a premium of approximately 26.3 per cent. over the
average Closing Price of EUR 0.19 per Share on 28 September 2009, the last
Business Day prior to the announcement on 29 September 2009 by the Offeror that
it was considering a possible offer for NR Nordic.
4. The Offer represents a premium of approximately 35.3 per cent. over the
average Closing Price of EUR 0.18 per Share over the three months prior to the
announcement on 29 September 2009 by the Offeror that it was considering a
possible offer for NR Nordic.
5. The Offer represents a premium of approximately 18.3 per cent. over the
average Closing Price of EUR 0.20 per NR Nordic Share over the twelve months
prior to the announcement on 29 September 2009 by the Offeror that it was
considering a possible offer for NR Nordic.
6. The Offer represents a discount of approximately 47.6 per cent. to the
Adjusted NAV of EUR 0.458 per Share.
7. The Offer is open for acceptance from 09.00 hours CET (08.00 hours London
time), on 23 February 2010 and, unless extended, expires at 14.00 hours CET
(13.00 hours London time), on 23 March 2010 (the "First Closing Date").
8. The Offer is subject to the fulfillment of the conditions contained in
the Offer Document, including but not limited to, the Offeror and/or any member
of the Offeror Group having acquired or agreed to acquire (whether pursuant to
the Offer or otherwise), directly or indirectly, NR Nordic Shares carrying, in
aggregate, over 50 per cent. of the voting rights then exercisable at general
meetings of NR Nordic by no later than the Acceptance Closing Date.
9. The Offeror, through its subsidiary, LR Swedish Holdings No. 1 AB, is
interested in 24.65 per cent. of the existing issued Share capital of NR Nordic.
The Offer
The terms and conditions of the Offer are contained in the Offer Document. The
Offer Document has been published today. Copies of the Offer Document are
available on the website of the Offeror (www.holowent.com
The Offeror's and NR Nordic's websites do not constitute a part of, and are not
incorporated by reference into, the Offer Document. Copies of the Offer Document
are furthermore available free of charge at the offices of NR Nordic, the
Receiving Agent and the Exchange Agent at the addresses mentioned below.
Shareholders should refer to the Offer Document for all terms of, and conditions
and restrictions to, the Offer.
The Offer Document also contains further information regarding NR Nordic and the
Offeror.
NR Nordic intends to announce its preliminary results for the 12 months ended
31 December 2009 on or around 12 March 2010, ahead of the First Closing Date of
the Offer.
Subject to the Offer being declared unconditional, the Offer Price will be EUR
0.24 in cash per NR Nordic Share validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and delivered
(geleverd). The NR Nordic Shares will be acquired pursuant to the Offer by the
Offeror fully paid up and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and other third party interests and rights
of whatsoever nature and together with all rights attaching thereto on or after
25 January 2010, including voting rights and the right to receive and retain all
dividends and other distributions (if any) declared, made or paid by NR Nordic
on or after such date.
Overview of Offeror
The Offeror is a newly-incorporated company which has been formed for the
purposes of making the Offer. The Offeror is a wholly-owned subsidiary of
Spirastrella which is wholly owned by Ian Livingstone and Richard Livingstone in
equal shares. Neither the Offeror nor Spirastrella has traded since
incorporation nor have they entered into any obligations other than in
connection with the Offer and the financing of the Offer. The sole director of
the Offeror is CCY Management Limited.
NR Nordic Share Options and NR Nordic Convertible Notes
The Offer is being extended to any NR Nordic Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) during the
Acceptance Period, including any NR Nordic Shares issued pursuant to the
exercise of NR Nordic Share Options, the exercise of NR Nordic Convertible Notes
or otherwise, but for the avoidance of doubt excluding any NR Nordic Shares held
by members of the Offeror Group.
In view of the fact that the exercise prices of the NR Nordic Share Options and
the NR Nordic Convertible Notes exceed the Offer Price, the Panel has confirmed
that, should the Offer be declared unconditional, the Offeror will not be
required to make a proposal to the holders of NR Nordic Share Options and NR
Nordic Convertible Notes (to the extent such options or convertible notes have
not been exercised or lapsed following the Offer being declared unconditional).
Owned Shares
The Offeror, through its subsidiary, LR Swedish Holdings No. 1 AB, is interested
in 24.65 per cent. of the existing issued Share capital of NR Nordic.
Acceptance Period
The Offer is open for acceptance from 09.00 hours CET (08.00 hours London time),
on 23 February 2010 and, unless extended, expires at 14.00 hours CET (13.00
hours London time), on 23 March 2010 (the "First Closing Date").
Acceptance of the Offer must be made in the manner specified in the Offer
Document.
Shares tendered for acceptance may not be withdrawn other than in the
circumstances set out in paragraph 4 of Part B of Appendix I to the Offer
Document.
Please read carefully the procedures for acceptance contained in paragraph 12 of
the letter from the Offeror set out in Part II of the Offer Document which
contains specific provisions for Shares held in certificated form and Shares
held in uncertificated form (in Crest or through an Admitted Institution).
If you are in any doubt about the Offer or the action you should take, you are
recommended to seek immediately your own independent financial advice from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser. If you hold your NR Nordic Shares in
uncertificated form through an Admitted Institution, you are recommended to
contact your bank or stockbroker as soon as possible in relation to the action
you should take.
Extension
The Offeror may extend the period for acceptance of the Offer beyond the First
Closing Date once, at its discretion, if one or more of the conditions to the
Offer is not fulfilled by the First Closing Date. In addition, the Offeror may
extend the period for acceptance of the Offer in the event of a competing bid.
Any additional extensions shall require the approval of the AFM which will only
be provided in exceptional circumstances. If the Acceptance Period is extended,
a public announcement to that effect shall be made in accordance with article
15 of the Dutch Takeover Decree and the Offeror shall give written or oral
notice of such extension to the Receiving Agent and the Exchange Agent.
Declaring the Offer Unconditional (gestanddoening)
The Offer shall be subject to the fulfillment of the conditions mentioned in the
Offer Document, including but not limited to, the condition that the Offeror
and/or any member of the Offeror Group having acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or indirectly, Shares
carrying, in aggregate, over 50 per cent. of the voting rights then exercisable
at general meetings of NR Nordic) not later than the Acceptance Closing Date.
The Offeror has the right, but not the obligation, to waive certain Offer
conditions, with the exception of, amongst others, the condition containing the
50 per cent. acceptance threshold, as further described in the Offer Document.
By 09.00 hours CET (08.00 hours London time) on the next London Business Day
following the First Closing Date, the Offeror will determine whether the Offer
conditions have been fulfilled or are to be waived. In addition, the Offeror
will announce on that date, in accordance with Article 16, paragraph 1 of the
Dutch Takeover Decree, one of the following: (i) the Offer has been declared
unconditional (gestand wordt gedaan), such date being the Unconditional Date or
(ii) the Offer will be extended in accordance with Article 15 of the Dutch
Takeover Decree, or (iii) the Offer is terminated as a result of the Offer
Conditions not having been fulfilled or waived by the Offeror.
Settlement
In the event that the Offeror announces that the Offer is declared unconditional
(gestand wordt gedaan), the Shareholders, who have tendered their Shares for
acceptance will receive, no later than on the Settlement Date, the Offer Price
in respect of each Share validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) and delivered (geleverd) on the
terms and subject to the conditions and restrictions of the Offer as set forth
in the Offer Document.
Post -Closing Acceptance Period
If the Offeror declares the Offer unconditional, it will simultaneously announce
the commencement of the Post-Closing Acceptance Period, during which the Offer
shall remain open for acceptance until the date falling 14 calendar days
following the Unconditional Date.
Compulsory acquisition and delisting
Shareholders should carefully read paragraph 9 of Part II of the Offer Document
regarding the circumstances in which the Offeror may compulsorily acquire NR
Nordic Shares and procure an application by NR Nordic to Euronext Amsterdam for
the termination of the listing of NR Nordic Shares on Euronext Amsterdam.
Announcements
Any further announcements declaring whether the Offer is declared unconditional
(gestand wordt gedaan) and announcements in relation to an extension of the
Acceptance Period will be issued by press release and, unless otherwise agreed
by the Panel, will be notified to a Regulatory Information Service and be posted
on the websites of the Offeror and NR Nordic. Subject to any applicable
requirements of the Dutch Takeover Decree and the City Code and without limiting
the manner in which the Offeror may choose to make any public announcement, the
Offeror will have no obligation to communicate any public announcement other
than as described above.
Offer Document
The information set out in this announcement should be read in conjunction with
the full text of the Offer Document to which it refers. NR Nordic Shareholders
should read the whole document and, in particular, the letter from the
Independent Directors set out in Part I of the Offer Document and the letter
from the sole Director of the Offeror set out in Part II of the Offer Document.
Shareholders should not rely solely on the information set out in this
announcement.
If you are in any doubt about the Offer or the action you should take, you are
recommended to seek immediately your own independent financial advice from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser. If you hold your NR Nordic Shares in
uncertificated form through an Admitted Institution, you are recommended to
contact your bank or stockbroker as soon as possible in relation to the action
you should take.
Addresses
The Offeror The Company
Holowent Limited NR Nordic & Russia Properties Limited
48, Themistokli Dervi 13 Castle Street,
Centennial Building St Helier
Office 701 Jersey
1066, Nicosia Channel Islands
Cyprus JE4 5UT
The Receiving Agent The Exchange Agent
Capita Registrars
Corporate Actions ING Bank N.V.
The Registry Van Heenvlietlaan 220
34 Beckenham Road 1083 CN Amsterdam
Beckenham The Netherlands
Kent BR3 4TU
Lazard & Co., Limited ("Lazard") is acting as financial adviser to the Offeror.
Numis Securities Limited ("Numis") is acting as financial adviser to the
Independent Directors of NR Nordic under Rule 3.1 of the City Code.
Enquiries:
Lazard (Financial adviser to the Offeror)
Patrick Long +44(0)207 187 2000
Kreab Gavin Anderson (PR adviser to the Offeror)
Tom Poston +44(0)207 074 1800
Numis (Financial adviser to NR Nordic)
Nick Westlake +44(0)207 260 1000
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the websites of NR Nordic (http://www.nr-properties.co.uk
Further Information
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Offeror as financial adviser
within the meaning of the Rules of the Financial Services Authority and for no
one else in connection with the Offer. Lazard 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 the Offeror for providing the protections
afforded to clients of Lazard, 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.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for NR Nordic as financial adviser
within the meaning of the Rules of the Financial Services Authority and for no
one else in connection with the Offer. Numis 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 NR Nordic for providing the protections
afforded to clients of Numis, 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.
Overseas Jurisdictions
The availability of the Offer to persons who are not resident in the United
Kingdom or the Netherlands may be affected by the laws of the relevant
jurisdictions. Persons who are not so resident should inform themselves about,
and observe, any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. This announcement has been prepared for
the purpose of complying with English law, the City Code and with Dutch law and
the Dutch Takeover Decree (Besluit openbare biedingen Wft) and the Dutch
Financial Supervision Act (wet op het Financieel Toezicht) ("Dutch Act") 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/or regulations of jurisdictions outside the United Kingdom and the
Netherlands.
Any person (including without limitation, any custodian, nominee or trustee) who
would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement, the Offer Document, the Form of
Acceptance and/or any related document to any jurisdiction outside the United
Kingdom and the Netherlands, should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Further
details in relation to Overseas Shareholders will be contained in the Offer
Document.
Forward-looking statements
This document contains statements about NR Nordic, the Offer and the Offeror
that are or may be forward-looking statements. All statements other than
statements of historical facts included in this document may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends',
'will', 'may', 'anticipates', 'estimates', 'projects', or words or terms of
similar substance or the negative thereof identify forward-looking statements.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the expansion
and growth of NR Nordic's and the Offeror's operations.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of NR Nordic or the Offeror. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to NR Nordic or the Offeror or any of
their members or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. All forward-looking statements
included in this document are based on information available to the relevant
parties on the date hereof. Investors should not place undue reliance on such
forward-looking statements, and neither NR Nordic or the Offeror nor their
respective directors undertakes any obligation in respect of, and do not intend
to update or revise any forward-looking statements except as required by the
City Code, the Dutch Takeover Decree or pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of NR Nordic, all "dealings" in any "relevant securities"
of NR Nordic (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer is declared unconditional or is declared not to be unconditional
and lapses. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of NR Nordic, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of NR Nordic by the Offeror, or NR Nordic or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Pursuant to article 13, paragraph 1 of the Dutch Takeover Decree between the
moment that the Offer is made and the date on which the Offer is declared
unconditional or is declared not to be unconditional and lapses, the Offeror and
NR Nordic must notify the AFM of any transactions they each conduct in relation
to the NR Nordic Shares to which the Offer relates, or else of any agreements
they conclude in connection with those transactions, with the exception of
transactions concluded as part of the regular trade on markets for financial
instruments. Such notifications shall state the quality and category or class of
the NR Nordic Shares, the conditions that apply, including the price or exchange
ratio, and the volume of the existing direct or indirect capital participation
between the parties. All such notifications must be made without delay after the
transaction or agreement has been effected or concluded, however notifications
may be made once per day. Exceptions apply in case notifications have been made
under sections 38, 40 or 60 paragraph (i), Part 5 of the Dutch Act.
[HUG#1387039]
JOINT ANNOUNCEMENT: http://hugin.info/142917/R/1387039/345453.pdf
Unternehmensinformation / Kurzprofil:
Datum: 22.02.2010 - 12:59 Uhr
Sprache: Deutsch
News-ID 12804
Anzahl Zeichen: 0
contact information:
Town:
Nicosia
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 321 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Joint Announcement From Holowent Limited And Nr Nordic & Russia Properties Limited"
steht unter der journalistisch-redaktionellen Verantwortung von
Holowent Limited (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
