13th Aug 2007 07:01
Harvard Bidco13 August 2007 13 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR ANY OTHER RESTRICTED JURISDICTION Announcement For Immediate Release Recommended Final* Cash Offer by Harvard Bidco Limited for Premier Asset Management PLC Level of Acceptances and Extension of the Final Offer On 20 July 2007, Harvard Bidco Limited ("Harvard Bidco") made a recommendedfinal* cash offer for the entire issued and to be issued share capital ofPremier Asset Management plc ("Premier"), other than Premier Shares whichHarvard Bidco has conditionally agreed to acquire under the Exchange andSubscription Agreement. As at 1.00 p.m. (London time) on 10 August 2007, being the first closing date ofthe Final Offer, valid acceptances of the Final Offer had been received inrespect of a total of 6,217,032 Premier Shares, representing approximately 40.47 per cent. of the existing issued share capital of Premier ("ValidAcceptances"). Of the Valid Acceptances, acceptances relating to an aggregate of 122,500Premier Shares, representing approximately 0.80 per cent. of the existing issuedshare capital of Premier, had been received from persons acting in concert withHarvard Bidco. On the basis of information available from acceptances, and confirmationsreceived by Harvard Bidco from those Premier Shareholders who gave irrevocableundertakings, or a letter of intent, to accept the Final Offer: • of the Valid Acceptances, an aggregate of 4,478,304 Premier Shares, representing approximately 29.15 per cent. of the existing issued share capital of Premier, were subject to irrevocable undertakings to accept the Final Offer procured by Harvard Bidco prior to the announcement of the Final Offer; and • of the Valid Acceptances, 550,000 Premier Shares, representing approximately 3.58 per cent. of the existing issued share capital of Premier, were subject to a non-binding letter of intent to accept the Final Offerprocured by Harvard Bidco prior to the announcement of the Final Offer. Full details of the irrevocable commitments procured by Harvard Bidco were setout in the Offer Document dated 20 July 2007. Harvard Bidco has an outstanding irrevocable commitment in respect of 2,120Premier Shares, representing approximately 0.01 per cent. of Premier's existingissued share capital. As at 1.00 p.m. (London time) on 10 August 2007, Harvard Bidco held 310,000Premier Shares representing 2.02 per cent. of the existing issued share capitalof Premier, being shares acquired by Harvard Bidco on 30 and 31 July 2007.Harvard Bidco purchased an additional 160,000 Premier Shares representing 1.04per cent. of the existing share capital of Premier which is to be settledshortly. Accordingly, as at 1.00 p.m. (London time) on 10 August 2007, Harvard Bidcoheld, or had conditionally agreed to acquire, or had received Valid Acceptancesin respect of, an aggregate of 8,785,537 Premier Shares, representingapproximately 57.20 per cent. of the existing issued share capital of Premier. The Final Offer has been extended and will remain open for acceptance until 1.00p.m. on 24 August 2007. Details of the interests in Premier Shares of persons acting in concert withHarvard Bidco are set out in the Appendix to this announcement. Save as set outin this announcement (including the Appendix), neither Harvard Bidco nor, so faras Harvard Bidco is aware, any person acting or deemed to be acting in concertwith Harvard Bidco has any interest in any Premier Shares or in any securitiesconvertible or exchangeable into Premier Shares ("Relevant Premier Securities")or has any rights to subscribe for Relevant Premier Securities or holds anyshort position in relation to Relevant Premier Securities (whether conditionalor absolute and whether in the money or otherwise), including any short positionunder a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery, or has borrowed or lent anyRelevant Premier Securities (save for borrowed Premier Shares which have beeneither on-lent or sold). Premier Shareholders who wish to accept the Final Offer, but have not yet doneso, are strongly encouraged (in the case of Premier Shares which are not held inCREST) to complete and return a Form of Acceptance or (in the case of PremierShares held in uncertificated form (that is, held in CREST)) to take the actionset out in paragraph 17 of Part 2 of the Offer Document, in each case as soon aspossible and, in any event, by no later than 1.00 p.m. on 24 August 2007. *Harvard Bidco reserves the right to increase or otherwise amend the Final Offershould a competitive situation arise. Enquiries: Harvard Bidco Telephone: +44 (0)14 8340 0402 Mike O'Shea Numis (financial adviser to Harvard Bidco) Telephone: +44 (0)20 7260 1000 Lee Aston, Corporate Finance Chris Wilkinson, Corporate Broking Investor Relations Telephone: +44 (0)20 7758 2230 Jo Stonier and Eleanor Mitchell of Quill Communications Premier Telephone: +44 (0)7778 213 337 Roger Wood Altium (financial adviser to Premier) Telephone: +44 (0)20 7484 4040 Ben Thorne Nick Tulloch Electra Partners LLP Telephone: +44 (0)20 7153 1530 Nick Miles of M:Communications The definitions set out in the Offer Document dated 20 July 2007 (the "OfferDocument") apply in this announcement (including the Appendix ) unless otherwiseindicated. Numis, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Harvard Bidco and no one else in connection with theFinal Offer and will not be responsible to anyone other than Harvard Bidco forproviding the protections afforded to clients of Numis nor for giving advice inrelation to the Final Offer or any matter or arrangement referred to in thisannouncement. Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Premier in connection with the Final Offer and for no oneelse in connection with the Final Offer and will not be responsible to anyoneother than Premier for providing the protections afforded to clients of Altiumor for giving advice in relation to the Final Offer or any matter or arrangementreferred to in this announcement. The distribution of this announcement in jurisdictions other than the UnitedKingdom and the availability of the Final Offer to Premier Shareholders who arenot resident in and citizens of the United Kingdom may be affected by the lawsof relevant jurisdictions in which they are located or of which they arecitizens. Therefore any persons who are subject to the laws of any jurisdictionother than the United Kingdom or Premier Shareholders who are not resident in orcitizens of the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. The Final Offer is not being, and will not be, made, directly or indirectly, inor into or by the use of the mails of, or by any other means or instrumentality(including, without limitation, electronic mail, facsimile transmission, telex,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or any facility of a national state or other securitiesexchange of any Restricted Jurisdiction and will not be capable of acceptance byany such use, means, instrumentality or facility or from within any RestrictedJurisdiction. Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed, transmitted or otherwise forwarded, distributedor sent in, into or from any Restricted Jurisdiction and persons receiving thisannouncement (including, without limitation, custodians, nominees and trustees)should observe these restrictions and must not mail or otherwise forward,distribute or send it in, into or from such jurisdiction. Doing so may renderany purported acceptance of the Final Offer invalid. Any person (including,without limitation, any custodian, nominee and trustee) who would, or otherwiseintends to, or who may have a contractual or legal obligation to, forward thisannouncement and/or the Offer Document and/or any other related document to anyjurisdiction outside the United Kingdom should read paragraph 7 of Part B ofAppendix I to the Offer Document. Appendix 1. Members of the Management Team have the following interests inPremier Shares:Name Number of Premier Shares* % of existing issued share capitalMike O'Shea 847,2611 5.52%Neil Macpherson 133,8392 0.87%David Hambidge 197,1413 1.28%Mark Friend 335,1334 2.18%Simon Weldon 167,913 1.09%Fred Fulcher 352,9975 2.30%Mike Hammond 66,825 0.44%Paul Branigan 144,516 0.94%Nigel Sidebottom 15,000 0.10% Notes: * Includes Premier Shares owned by the SIPPs Trustees 1. Of the 847,261 Premier Shares in which Mike O'Shea is interested 92,843 are held by Catriona O'Shea (Mr O'Shea's wife), 12,100 are owned by the trustee of Mrs O'Shea's self-invested pension plan and 30,000 are held in trust for Mr O'Shea's children and further 250,000 are held by TM Trustees Limited as trustee of Mike O'Shea's self-invested pension plan. 2. Of the 133,839 Premier Shares in which Neil Macpherson is interested 84,399 are held in TM Trustees Limited as trustee of Neil Macpherson's self-invested pension plan. 3. Includes 110,000 Premier Shares registered in the name of Mr Hambidge's wife. 4. Includes 61,043 Premier Shares registered in the name of Mr Friend's wife. 5. Includes 30,773 Premier Shares registered in the name of Mr Fulcher's wife. 2. Members of the Management Team (together with Richard Muckart) have the following interests pursuant to the Premier Share Schemes: Name Premier Share Grant Date Number of Premier Exercise Price Usual exercise Scheme Shares under (pence) period commences optionMike O'Shea EMI Option Scheme 30/05/02 57,603 130.20 29/05/05 EMI Option Scheme 13/12/04 38,463 63.50 13/12/07 Unapproved Option 24/12/04 150,000 73.50 24/12/07 Scheme Unapproved Option 25/02/05 200,000 75.00 24/02/08 Scheme Unapproved Option 25/02/05 200,000 90.00 24/02/08 Scheme Unapproved Option 13/12/04 50,000 65.20 13/12/07 SchemeNeil Macpherson EMI Option Scheme 30/05/02 30,721 130.20 29/05/05 EMI Option Scheme 13/12/04 50,000 63.50 13/12/07 Unapproved Option 13/12/04 50,000 63.50 13/12/07 Scheme Unapproved Option 24/12/04 20,000 65.20 24/12/07 Scheme Unapproved Option 25/02/05 45,000 75.00 24/02/08 Scheme Unapproved Option 25/02/05 45,000 90.00 24/02/08 SchemeDavid Hambidge EMI Option Scheme 30/05/02 26,881 130.20 29/05/05 EMI Option Scheme 01/10/03 26,881 46.50 30/09/06 EMI Option Scheme 13/12/04 26,881 63.50 13/12/07 EMI Option Scheme 14/10/05 31,500 108.50 13/10/08 Unapproved Option 28/07/01 4,000 176.50 27/07/04 Scheme Unapproved Option 13/12/04 50,000 63.50 13/12/07 Scheme Unapproved Option 17/03/05 80,000 80.50 16/03/08 Scheme Unapproved Option 14/10/05 3,500 108.50 13/10/08 SchemeMark Friend EMI Option Scheme 30/05/02 26,881 130.20 29/05/05 EMI Option Scheme 01/10/03 26,881 46.50 30/09/06 EMI Option Scheme 13/12/04 26,881 63.50 13/12/07 EMI Option Scheme 14/10/05 31,500 108.50 13/10/08 Unapproved Option 28/07/01 4,000 176.50 27/07/04 Scheme Unapproved Option 13/12/04 50,000 63.50 13/12/07 Scheme Unapproved Option 14/10/05 68,500 108.50 13/10/08 SchemeSimon Weldon EMI Option Scheme 30/05/02 26,881 130.20 29/05/05 EMI Option Scheme 01/10/03 26,881 46.50 30/09/06 EMI Option Scheme 13/12/04 26,881 63.50 13/12/07 EMI Option Scheme 14/10/05 31,500 108.50 13/10/08 Unapproved Option 28/07/01 3,000 176.50 27/07/04 Scheme Unapproved Option 13/12/04 50,000 63.50 13/12/07 Scheme Unapproved Option 14/10/05 68,500 108.50 13/10/08 SchemeFred Fulcher EMI Option Scheme 23/07/02 36,804 95.10 22/07/05 EMI Option Scheme 01/10/03 36,804 46.50 30/09/06 EMI Option Scheme 13/12/04 20,000 63.50 13/12/07 Unapproved Option 13/12/04 55,410 63.50 13/12/07 SchemeRichard Muckart EMI Option Scheme 30/05/02 26,881 130.20 29/05/05 EMI Option Scheme 01/10/03 26,881 46.50 30/09/06 EMI Option Scheme 13/12/04 26,881 63.50 13/12/07 EMI Option Scheme 06/01/06 25,000 126.50 05/01/09 Unapproved Option 28/07/01 4,000 176.50 27/07/04 SchemeMike Hammond EMI Option Scheme 30/05/02 23,041 130.20 29/05/05 EMI Option Scheme 01/10/03 23,041 46.50 30/09/13 EMI Option Scheme 13/12/04 23,041 63.50 13/12/07 EMI Option Scheme 14/10/05 20,000 108.50 13/10/08 EMI Option Scheme 07/12/06 10,500 208.50 06/12/09 Unapproved Option 28/07/01 2,000 176.50 27/07/04 Scheme Unapproved Option 07/12/06 39,500 208.50 06/12/09 SchemePaul Branigan EMI Option Scheme 07/12/06 7,500 208.50 06/12/09 Unapproved Option 07/12/06 7,500 208.50 06/12/09 SchemeNigel Sidebottom EMI Option Scheme 17/12/05 20,000 119.50 16/12/08 EMI Option Scheme 24/03/06 20,000 155.50 23/03/09 Unapproved Option 17/12/05 20,000 119.50 16/12/08 Scheme Unapproved Option 06/01/06 20,000 126.50 05/01/09 Scheme Unapproved Option 24/03/06 20,000 155.50 23/03/09 Scheme Name Premier Share Scheme Award Date Number of Premier Price paid per Shares Awarded Premier Share by SIP Trustee (pence)Mike O'Shea SIP Scheme 08/03/07 1,376 218Neil Macpherson SIP Scheme 08/03/07 1,227 218David Hambidge SIP Scheme 08/03/07 1,261 218Mark Friend SIP Scheme 08/03/07 1,260 218Simon Weldon SIP Scheme 08/03/07 1,261 218Fred Fulcher SIP Scheme 08/03/07 1,051 218Richard Muckart SIP Scheme 08/03/07 1,016 218Mike Hammond SIP Scheme 08/03/07 778 218Nigel Sidebottom SIP Scheme 08/03/07 1,376 218 3. Elcot Partners is interested in 72,500 Premier Shares representing 0.5 per cent. of the existing issued share capital of Premier. 4. Richard Muckart is interested in 50,000 Premier Shares representing 0.33 per cent. of the existing issued share capital of Premier. 5. In addition, each of the executive directors of Premier together with all other employees of the Premier Group, are interested as potential beneficiaries in 23,953 Premier Shares held by the SIP Trustee. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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