Cash Offer For Nr Nordic & Russia Properties Limited By Holowent Limited No Increase In Offer Price And Extension Of Acceptance Period
(Thomson Reuters ONE) -
24 March 2010
This announcement is not for release, publication or distribution in whole or in
part in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
CASH OFFER FOR
NR NORDIC & RUSSIA PROPERTIES LIMITED
BY
HOLOWENT LIMITED
NO INCREASE IN OFFER PRICE AND EXTENSION OF ACCEPTANCE PERIOD
This announcement is being made pursuant to Rule 17.1 of the City Code and
Section 15(2) juncto 15(1) of the Dutch Takeover Decree.
On 25 January 2010, Holowent Limited, a company ultimately owned by Ian
Livingstone and Richard Livingstone, (the "Offeror" or "Holowent") announced the
terms of a cash offer (the "Offer") to be made by the Offeror in respect of NR
Nordic & Russia Properties Limited ("NR Nordic"). The offer document containing
the terms and conditions of the Offer (the "Offer Document") was posted to NR
Nordic Shareholders on 22 February 2010. Capitalised terms used but not defined
in this announcement shall have the meaning given to them in the Offer Document.
Level of acceptances
Holowent announces that as at 14.00 hours CET (13.00 hours London time) on 23
March 2010, being the First Closing Date of the Offer, valid acceptances of the
Offer had been received from NR Nordic Shareholders in respect of a total of
11,510,452 NR Nordic Shares, representing approximately 2.4 per cent. of the
existing issued Share capital of NR Nordic and a total value of EUR 2,762,508.
None of the acceptances referred to above were received from persons acting in
concert with the Offeror or in respect of NR Nordic Shares which were subject to
an irrevocable commitment or a letter of intent procured by the Offeror or any
of its associates.
In addition, the Offeror, through its subsidiary, LR Swedish Holdings No.1 AB,
is interested in 24.65 per cent. of the issued Share capital of NR Nordic.
Further details of the interests of the Offeror in relevant NR Nordic securities
and dealings in such securities are contained in the Appendix to this
announcement.
Extension of Acceptance Period
The Offer is conditional,inter alia, upon 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.
As at the First Closing Date the Offeror and/or members of the Offeror Group had
acquired or agreed to acquire (pursuant to the Offer or otherwise) NR Nordic
Shares carrying, in aggregate 27.1 per cent. of the voting rights then
exercisable at general meetings of NR Nordic, each of which count towards the
satisfaction of the acceptance condition under the Offer.
Accordingly the Offeror announces that the Offer is not unconditional (niet
gestand wordt gedaan), but that the Offer, which remains subject to the terms
and conditions set out in the Offer Document, is being extended and will remain
open for acceptances until 17.30 hours CET (16.30 hours London time) on 6 April
2010. Purported acceptances of the Offer which have been received since 14.00
hours CET (13.00 hours London time) on 23 March 2010 will be treated as valid
acceptances of the Offer provided that such acceptances are otherwise valid or
are deemed to be valid in accordance with the terms of the Offer. Under the
rules of the Dutch Takeover Decree, in the absence of a competing bid for NR
Nordic, any additional extension of the Acceptance Period shall require the
consent of the AFM which will only be provided in exceptional circumstances. If
the Acceptance Period is extended, the Offeror will make an appropriate
announcement through a Regulatory Information Service.
Further acceptance
NR Nordic Shareholders who wish to accept the Offer, but have not yet done so,
are strongly encouraged (in the case of NR Nordic Shares held in certificated
form) to complete and return a Form of Acceptance or (in the case of NR Nordic
Share held in uncertificated form) to follow the procedures set out in paragraph
12 of the letter from the Offeror in Part II of the Offer Document, in each case
as soon as possible.
No Increase in Offer Price
In establishing the Offer Price, the Offeror has carefully considered the
history and prospects of NR Nordic and continues to believe that the Offer Price
is fair.
The Offer Price represents:
* a premium of approximately 26.3 per cent. over the average Closing Price of
EUR 0.19 per NR Nordic 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; and
* a premium of approximately 35.3 per cent. over the average Closing Price of
EUR 0.18 per NR Nordic 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.
Ian Livingstone and Richard Livingstone, commenting on behalf of the Offeror,
said:
"NR Nordic Shares are extremely illiquid and we continue to believe that our
offer represents the only sure route to liquidity for NR Nordic Shareholders who
wish to sell their Shares at a fair price."
Holowent hereby confirms that the Offer of EUR 0.24 in cash for each NR Nordic
Share is final and will not be increased. However Holowent reserves the right,
pursuant to Rule 32.2 of the City Code on Takeovers and Mergers, not to be bound
by its "no increase statement" and to increase the Offer in the event of either
a competitive situation arising or otherwise with the consent of the Panel.
General
Lazard & Co., Limited ("Lazard") is acting as financial adviser to the Offeror.
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
A copy of this announcement will be published on the website of
Holowent(www.holowent.com
Further Information
This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer is being made solely by the Offer Document and the Form of
Acceptance accompanying the Offer Document, which contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted. Any
acceptance or other response to the Offer should be on the basis of the
information in the Offer Document and the Form of Acceptance.
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.
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) 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.
APPENDIX
SHAREHOLDINGS AND DEALINGS
As at 14.00 hours CET (13.00 hours London time) on 23 March 2010, being the
First Closing Date of the Offer, the Offeror and persons with whom it is acting
in concert were interested in the following NR Nordic relevant securities:
Name Number of NR Nordic NR Nordic Shares Number of NR Nordic
Shares as per cent. of Convertible Loan
existing issued Notes
share capital
Holowent 11,510,452 2.4% -
Swedish Holdco* 117,299,200 24.7% 64,788,224
LR REAM** - - 5,500,000
----------------------------------------------------------------
Total 128,809,652 27.1% 70,288,224
----------------------------------------------------------------
* Swedish Holdco is a subsidiary of the Offeror
** Ian Livingstone and Richard Livingstone are interested in LR REAM
Swedish Holdco and LR REAM together hold 100% of the NR Nordic Convertible Loan
Notes in issue and such Convertible Loan Notes if exercised entitle Swedish
Holdco and LR REAM to subscribe for NR Nordic Shares, which when aggregated with
the NR Nordic Shares currently held by Swedish Holdco represent approximately
34.34 per cent of the fully diluted Share capital of NR Nordic (assuming full
conversion of the NR Nordic Convertible Notes and the exercise of all NR Nordic
Share Options).
Save as disclosed above, as at 14.00 hours CET (13.00 hours London time) on 23
March 2010, neither the Offeror nor any persons with whom it is acting in
concert had any interest in orright to subscribe for, or any short position
(whether conditional or absolute and whether in money or otherwise), including
any short position under a derivative, any agreement to sell or delivery
obligation or right to require another person to purchase or take delivery of,
any relevant NR Nordic securities and nor had such person borrowed or lent any
relevant NR Nordic securities, save for any borrowed shares which have been
either on-lent or sold. There are no NR Nordic relevant securities in respect of
which the Offeror or any of its associates has an outstanding irrevocable
commitment or letter of intent.
[HUG#1396956]
No Increase In Offer Price And Extension Of Acceptance Period_Holowent: http://hugin.info/142917/R/1396956/353033.pdf
Unternehmensinformation / Kurzprofil:
Datum: 24.03.2010 - 08:00 Uhr
Sprache: Deutsch
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