15th Apr 2008 07:30
Raven Mount plc15 April 2008 Raven Mount plc (the "Company" or "Raven Mount") 15 April 2008 Notice of Annual General Meeting ("AGM") Proposed approval of Panel Waiver to be granted by the Panel on Takeovers and Mergers The Board of Raven Mount announces that a circular (the "Circular") has beenposted to shareholders yesterday convening the Company's AGM to be held at 10a.m. on 12 May 2008. The purpose of the Circular is to give details toShareholders regarding the special business to be considered at the AGMincluding, a share purchase authority (the "Share Purchase Authority") to allowthe Company to purchase its own shares in the market and a Panel waiverresolution in relation to the possible exercise by the Company of the SharePurchase Authority (together, being the "Waiver Resolution" or the "Proposal"). The Circular also sets out the reasons why the independent directors (being, thedirectors of the Company other than Anton Bilton and Bim Sandhu (the "Independent Directors")), who have been so advised by Shore Capital, considerthe Proposal to be in the best interests of the Company and its Shareholders asa whole and unanimously recommend that independent shareholders vote in favourof the Waiver Resolution as they intend to do in respect of their ownshareholdings of 979,666 Ordinary Shares, representing approximately 0.87 percent. of the Ordinary Shares in issue at today's date. The Company's annual report and accounts for 2007 was also posted toShareholders yesterday. Background to and reasons for the Panel Waiver Rule 9 of the City Code on Takeovers and Mergers ("Rule 9" or the "City Code",as appropriate) stipulates, inter alia, that if (a) a person acquires, whetherby a series of transactions over a period of time or not, an interest in shareswhich (taken together with shares in which persons acting in concert with himare interested) carry 30 per cent. or more of the voting rights of a companywhich is subject to the City Code; or (b) a person, together with persons actingin concert with him, is interested in shares which in the aggregate carry notless than 30 per cent. of the voting rights of such a company but does not holdshares carrying more than 50 per cent. of such voting rights and such person, orany person acting in concert with him, acquires an interest in any other shareswhich increases the percentage of the voting rights in which he is interested;such person will normally be required by the Panel to make a general offer toshareholders of that company to acquire the balance of the equity share capitalof that company not held by such person or group of persons acting in concertwith him. An offer under Rule 9 must be in cash and at the highest price paid bythe person required to make the offer or any person acting in concert with himfor any interest in shares in the company during the twelve months prior to theannouncement of the offer. Under Rule 37 of the City Code, when a company purchases its own voting shares,any resulting increase in the percentage of shares carrying voting rights inwhich a person or group of persons acting in concert is interested will betreated as an acquisition for the purpose of Rule 9 (although a shareholder whois neither a director nor deemed to be acting in concert with a director willnot normally incur an obligation to make an offer under Rule 9). The City Code states that persons are acting in concert if, inter alia, theyco-operate, pursuant to an agreement or understanding (whether formal orinformal) to obtain or consolidate control of a company. A person and each ofits affiliated persons will be deemed to be acting in concert all with eachother. The Panel on Takeovers and Mergers (the "Panel") considers that for thesepurposes, Anton Bilton and Bim Sandhu, members of their immediate families andcertain trusts and entities related to them and members of their immediatefamilies are acting in concert (the "Concert Party"). Full details of theconstituent members of the Concert Party are set out in the Circular. Current shareholding of the Concert Party The aggregate shareholding interest of the Concert Party in the Company as at 11April 2008, being the last practicable date prior to the posting of theCircular, was 51,265,984 Ordinary Shares, representing 45.76 per cent. of theissued share capital of the Company. In addition, the Concert Party's aggregateshareholdings could be increased as a result of: . the conversion of the existing convertible ordinary shares (created inNovember 2003 when Raven Mount was formed to bid for Swan Hill Group plc) intonew Ordinary Shares; . the exercise of Concert Party options; and . the potential purchase by the Company of its own voting shares. Convertible ordinary shares As part of the initial structuring of Raven Mount, 6,000 Convertible OrdinaryShares were issued to the Trust. At the time Anton Bilton and Bim Sandhu wereinterested in those shares in their capacity as potential beneficiaries underthe Trust. This continues to be the case. The Convertible Ordinary Sharesconvert into Ordinary Shares at the election of the holder by reference to aformula set out in the articles of association of the Company. The rate ofconversion is dependent on the share price performance of the Ordinary Sharesand/or the amount of distributions to shareholders in the period following thedate the Swan Hill Offer was declared unconditional in all respects (the "OfferDate"). An indicative range for the number of new Ordinary Shares that could be issuedpursuant to conversion of the Convertible Ordinary Shares, based on the lasttwelve month's high and low closing middle market prices as at 11 April 2008being the last practicable date prior to the issue of the Circular (70.25 penceand 161 pence) of the Company's shares and based on an aggregate dividenddistribution by the Company since the Offer Date of 9.9 pence per OrdinaryShare, is 2,376,000 and 5,601,456 new Ordinary Shares respectively. The Panel agreed in December 2003 to waive any obligation of the Concert Partyto make a general offer to Shareholders under rule 9 of the City Code arising asa result of the conversion of the Convertible Ordinary Shares into OrdinaryShares. Concert Party Options On 8 December 2005, 1,550,000 Unapproved Options (each over an Ordinary Share)were granted to each of Anton Bilton and Bim Sandhu with an exercise price of 80pence per Ordinary Share. The Unapproved Options were granted under theUnapproved Plan. Under the terms of the Unapproved Plan, one third of theUnapproved Options granted are generally exercisable following each of thethird, fourth and fifth anniversaries of the date of grant respectively and alsoconditional in each case upon the satisfaction of a performance condition. On 28 April 2006, 28,571 Approved Options (each over an Ordinary Share) weregranted to each of Anton Bilton and Bim Sandhu with an exercise price of 105pence per Ordinary Share. The Approved Options were granted under the ApprovedPlan. Under the terms of the Approved Plan, Approved Options are generallyexercisable following the third anniversary of the date of grant and are alsoconditional upon the satisfaction of a performance condition. The Panel agreed, following a vote by the Independent Shareholders, in October2007 to waive any obligation of the Concert Party to make a general offer toShareholders under Rule 9 of the City Code arising as a result of the issue ofOrdinary Shares to the Concert Party pursuant to the exercise of the ConcertParty Options. Potential purchase by the Company of its own voting shares As outlined in the Circular, a resolution will be put to the Annual GeneralMeeting on 12 May 2008 which, if passed, will authorise the Company to purchasein the market up to 24,539,590 Ordinary Shares. If the Company was to exercisethe Share Purchase Authority (subject to the granting of a waiver), then theresulting reduction in the Company's share capital would increase the percentagevoting rights of the Concert Party. Dispensation from Rule 9 of the City Code in relation to the Share PurchaseAuthority If the Company makes a share purchase permitted by the Share Purchase Authority,the percentage increase in the combined interests in the Company of the ConcertParty and/or members of the Concert Party as a result of such purchases couldoblige the Concert Party and/or any members of the Concert Party to make ageneral offer to all Shareholders pursuant to Rule 9 of the City Code. Panel Waiver Following an application by the Independent Directors, the Panel has agreed,subject to the approval of the Waiver Resolution on a poll by IndependentShareholders at the AGM, to grant the Panel Waiver. The effect of the PanelWaiver, if approved by Independent Shareholders, would be that the Concert Partywould not be required to make a general offer under Rule 9 of the City Code thatwould otherwise arise due to the increase in the aggregate holding of theConcert Party resulting from the purchase by the Company of its own OrdinaryShares pursuant to the Share Purchase Authority. The Waiver Resolution to approve the Panel Waiver is subject to the approval ofthe Independent Shareholders on a poll and each Independent Shareholder will beentitled to one vote for each Ordinary Share held. The Independent Shareholdersare the Shareholders other than members of the Concert Party. AGM The AGM of the Company will be held at Berwin Leighton Paisner LLP, AdelaideHouse, London Bridge, London EC4R 9HA on 12 May 2008 at 10.00 a.m. Document availability An electronic copy of the shareholder circular can be accessed at the Company'swebsite: www.ravenmount.co.uk Enquiries:Mark Kirkland, Finance Director, Raven Mount plc - 01784 464351 Pascal Keane, Nominated Adviser, Shore Capital and Corporate Limited- 020 7408 4090 Notes for Editors: Raven Mount is an AIM quoted company whose principal areas of operation areproperty fund management, property development and the development and operationof Independent Living facilities. Raven Mount was founded in November 2003 by Anton Bilton (Executive Chairman),Bim Sandhu (Chief Executive) and Glyn Hirsch (Executive Deputy Chairman) andtook control of Swan Hill Group PLC, the housebuilder, in December 2003 in ahostile takeover supported by Swan Hill's four largest shareholders. In December 2004, shareholders approved the reversal of Anton Bilton and BimSandhu's private residential development group, Raven Property Holdings plc, fora total consideration of up to £39.9 million payable in Raven Mount shares andbegan a strategic reinvention of the business. In July 2005, Raven Mount subscribed £10 million towards the £153 millionflotation of Raven Russia Limited ('Raven Russia') on AIM. Raven Russia wasformed at Raven Mount's instigation as a vehicle for institutional shareholdersto invest in the Russian property market with an initial focus on the Warehouseproperty market in the Moscow and St Petersburg regions. Raven Mount's whollyowned subsidiary, Raven Russia Property Management Limited, acts as the propertyadviser to Raven Russia. In April 2006, Raven Russia raised a further £310million through the placing of 270 million shares at £1.15 per share. Raven Mount is actively involved in the development and management ofIndependent Living facilities for the elderly through its Audley brand in whichit has a 75% interest with the remaining 25% being owned by the management team. Audley has commenced development on four separate schemes, representing a totalof 408 individual units, at St. Elphins (Matlock, 127 units), Mote House(Maidstone, 87 units), Inglewood (Berkshire, 96 units), and Ilkley (Yorkshire,98 units). Audley owns and manages existing facilities at Willicombe Park(Tunbridge Wells, 67 units), Flete House (Devon, 30 units) and manages HollinsHall (Harrogate, 71 units), totalling 168 units under management. In addition, Raven Mount continues to investigate suitable resort/second homeopportunities, both in the UK and internationally. Raven Mount has outlineplanning consent, in a joint venture with John Hitchcox and Yoo Limited,comprising a hotel and 160 second homes in 650 acres at Coln in the Cotswolds,of which it currently has detailed consent for 52 units.www.theravengroup.co.uk www.audleylife.co.uk www.thelakesbyyoo.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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