TAMAR EUROPEAN INDUSTRIAL FUND LTD
FOR IMMEDIATE RELEASE
3 July 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
LUX 30 STARLIGHT EUR S. à R.L. (" Lux Starlight ")
POSTING OF OFFER DOCUMENT
AND
DIRECTORS' IRREVOCABLE UNDERTAKINGS
Further to the announcement made on 16 June 2014 by Tamar European Industrial Fund Limited ("TEIF ") in connection with a recommended cash offer by Lux Starlight for the entire issued and to be issued share capital of TEIF, Lux Starlight announces that the Offer Document, which contains, inter alia , the full terms and conditions of the Offer and procedures for acceptance of the Offer, was posted to TEIF Shareholders, persons with information rights and other relevant persons, on 2 July 2014, together with the Form of Acceptance.
Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise.
The Offer will initially remain open for acceptance, subject to the terms and conditions set out in Appendix I of the Offer Document, until 1.00 p.m. (London time) on 4 August 2014 . Although no revision is envisaged, if the Offer is revised it will remain open for acceptance for a period of at least not less than the longer of 14 days and 10 US Business Days (or such other period as may be permitted by the Panel and in accordance with the US Exchange Act) from the posting of the written notification of the revision to TEIF Shareholders.
To accept the Offer in respect of TEIF Shares in certificated form (that is, NOT in CREST), the Form of Acceptance should be completed in accordance with the instructions printed thereon and returned by post or (during normal business hours only) by hand to Computershare or using the enclosed reply-paid envelope (for use in the UK only) to Computershare as soon as possible and, in any event, so as to be received by Computershare by no later than 1.00 p.m. (London time) on 4 August 2014 .
To accept the Offer in uncertificated form (that is, in CREST), the procedure for Electronic Acceptance through CREST should be followed, so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. on 4 August 2014 . Further details on the procedures for acceptance are set out in Parts B, C and D of Appendix I of the Offer Document. If you hold your TEIF Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.
A copy of the Offer Document will be available free of charge, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, for inspection on TEIF's website on www.tamareif.com and Lux Starlight's website on www.mstareurope.co.uk during the course of the Offer.
Lux Starlight has received irrevocable undertakings to accept, or to take all steps within their power to procure the acceptance of the Offer by the directors of TEIF who are also TEIF Shareholders (as set out below) in respect of their entire beneficial holdings. Those holdings amount to 461,767 TEIF Shares, representing, in aggregate, approximately 0.33 per cent. of the existing issued share capital of TEIF. These irrevocable undertakings will continue to be binding even in the event of a higher offer for TEIF.
Director | Number of TEIF Shares | Percentage of TEIF Shares in issue (%) |
CGH Weaver | 387,267 | 0.277 |
HF Green | 5,000 | 0.004 |
CP Spencer | 39,500 | 0.028 |
JRP Lipscomb | 30,000 | 0.021 |
Copies of the directors' irrevocable undertakings will be available free of charge, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, for inspection on Lux Starlight's website on www.mstareurope.co.uk during the course of the Offer.
As announced previously, Lux Starlight has also received:
(a) an irrevocable undertaking from Weiss Asset Management, L.P., in its capacity as investment manager to Brookdale International Partners, LP and Brookdale Global Opportunity Fund in respect of 19,783,541 TEIF Shares, representing 14.13 per cent. of the existing issued ordinary share capital of TEIF. The irrevocable undertaking will cease to be binding: (i) if the Offer Document is not published by the date which is 28 days following the Offer Announcement, (ii) if the Offer lapses or is withdrawn; (iii) on the later of the date the Offer closes for acceptance or becomes unconditional in all respects; or (iv) if any third party offer for the Company is announced at a price that is at least 5 per cent higher than the Offer Price and Lux Starlight does not revise its Offer within 72 hours of the making of such third party offer or Lux Starlight revises its Offer but the revised offer is not at least equal to the third party offer; and (b) a letter of intent from Laxey Partners, in respect of 41,707,825 TEIF Shares, representing 29.8 per cent. of the existing issued ordinary share capital of TEIF,In aggregate, the irrevocable undertakings and letter of intent to accept the Offer are in respect of 61,953,133 TEIF Shares, representing approximately 44.25 per cent. of the existing issued ordinary share capital of TEIF.
Oriel Securities Limited (Financial Adviser to Lux Starlight ) Tel: +44 (0)20 7710 7600
Roger Clarke
Tara Morrison
This announcement does not constitute, or form part of, an offer to buy or invitation to sell 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, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer will be made solely through the Offer Document and, in the case of certificated TEIF Shares, the Form of Acceptance accompanying the Offer Document, which will 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 in the Offer Document and, in the case of certificated TEIF Shares, the Form of Acceptance. TEIF Shareholders are advised to read the formal documentation in relation to the Offer carefully.
Please be aware that addresses, electronic addresses and certain other information provided by TEIF Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from TEIF may be provided to Lux Starlight during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lux Starlight in relation to the Offer and no-one else and will not be responsible to anyone other than Lux Starlight for providing the protections offered to clients of Oriel Securities or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. Oriel Securities does not accept any responsibility whatsoever to any person other than Lux Starlight for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Oriel Securities accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to TEIF in relation to the Offer and no-one else and will not be responsible to anyone other than TEIF for providing the protections offered to clients of J.P. Morgan Cazenove or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein.
BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TEIF, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than TEIF for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein. Neither BDO LLP nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO LLP in connection with this announcement, any statement contained herein or otherwise.
There are no agreements or arrangements to which Lux Starlight is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer.
There are no inducement fees or similar arrangements between TEIF and Lux Starlight.
This announcement has been made by Lux Starlight.
The contents of MStar Europe's website and TEIF's website are not incorporated into and do not form part of this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Lux Starlight or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
It is important for U.S. holders of TEIF Shares to be aware that the Offer and this announcement are subject to disclosure and takeover laws and regulations that are different from those in the United States.
The Offer is made pursuant to the tender offer rules and securities laws applicable to companies incorporated in Guernsey whose shares are traded on the main market of the London Stock Exchange, namely in accordance with the requirements of the City Code, and otherwise in accordance with the Listing Rules. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with United States procedures and law. However, to the extent applicable, Lux Starlight will comply with Regulation 14E under the US Exchange Act in connection with the Offer.
It may be difficult for U.S. holders of TEIF Shares to enforce their rights or to bring a claim arising out of the United States federal securities laws because Lux Starlight and TEIF are located in non- U.S. jurisdictions and all of their officers and directors are residents of non-U.S. jurisdictions. U.S. holders of TEIF Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the judgement of a U.S. court.
Pursuant to an exemption from Rule 14e-5 under the US Exchange Act, in accordance with the City Code and normal UK market practice, Lux Starlight and certain of its representatives (including Oriel Securities) may, from time to time, purchase or make arrangement to purchase TEIF Shares outside the Offer from the date of the Offer Announcement until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case outside of the United States and to the extent permitted under applicable United Kingdom and Guernsey laws and regulations, the Listing Rules and the applicable rules of the London Stock Exchange. Any such purchases will not be made at prices higher than the price of the Offer provided in the Offer Document unless the price of the Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases will be disclosed through a regulatory information service to the extent required by City Code and the UK Listing Authority's Disclosure and Transparency Rules (as applicable) and, if so disclosed, will also be disclosed in the United States and will be available on the London Stock Exchange website at www.londonstockexchange.com .
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY UNITED STATES STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT AND THE OFFER DOCUMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT AND THE OFFER DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, on www.mstareurope.co.uk by no later than 12 noon on 4 July 2014.
The contents of TEIF's website, MStar Europe's website nor the contents of any website accessible from hyperlinks on any such websites (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.
The Offer is subject to the provision of the City Code. In accordance with Rule 30.4 of the City Code, a copy of this announcement will be published on MStar Europe's website at www.mstareurope.co.uk .
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