9th Aug 2007 15:23
Inland PLC09 August 2007 immediate release 9 August 2007 OFFER FOR POOLE INVESTMENTS PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Inland PLC Recommended £11.1 million Cash Offer by Inland plc for Poole Investments plc Offer Summary • The Inland Board and the Poole Investments Board are pleased toannounce a recommended cash offer to be made by Inland, to acquire the entireissued and to be issued ordinary share capital of Poole Investments not alreadyowned by Inland at a price of 6 pence per PI Share. • The Offer will be made on the basis of 6 pence for each PI Share and values the entire issued share capital of Poole Investments at approximately £11.1 million, and represents a premium of approximately 37 per cent. to the Closing Price of 4.38 pence per PI Share on 2 July 2007, being the last Business Day prior to the announcement of an approach to Poole Investments and a premium of approximately 76 per cent. to the average Closing Price of 3.42 pence per PI Share for the 12 months to 2 July 2007, being the 12 months up to the last Business Day prior to the announcement of Inland's approach to Poole Investments. • Inland has acquired 15,821,500 PI Shares, amounting to approximately8.6 per cent of the issued ordinary share capital of Poole Investments. • Inland has received irrevocable undertakings to accept or to procure the acceptance of the Offer from each of the Poole Investments Directors (other than David Cicurel, whose connected trust has given the relevant undertaking) who have beneficial holdings in PI Shares, in respect of their entire holdings. These holdings amount to, in aggregate, 7,652,854 PI Shares representing approximately 4.1 per cent. of the existing issued ordinary share capital of Poole Investments. • Irrevocable undertakings have also been received from Judges Capital plc in respect of 5,700,000 PI Shares (3.1 per cent. of the PI Shares in issue) and Starlight Investments Ltd. in respect of 14,250,000 PI Shares (7.7 per cent. of the PI Shares in issue). The Panel has ruled that Starlight Investments Ltd. is acting in concert with Dawnay Day (adviser to Inland) and is therefore deemed to be also acting in concert with Inland. • Accordingly, Inland's interests, together with the PI Shares which are the subject of the irrevocable undertakings, total, in aggregate, 43,424,354 PI Shares, representing approximately 23.5 per cent. of the existing issued share capital of Poole Investments. • Inland intends to procure that Poole Investments applies to the London Stock Exchange for the cancellation of the admission of PI Shares to trading on AIM, as soon as it is lawfully able, following the Offer becoming or being declared unconditional in all respects and to re-register Poole Investments as a private company. The cancellation of the admission of PI Shares to trading on AIM will significantly reduce the liquidity and marketability of the PI Shares not acquired by Inland. Information on Inland • The Inland Group specialises in buying 'brown field' sites, enhancing their value through obtaining planning permissions for residential or mixed-use development and selling the consented land on to developers • Prior to Inland's admission to AIM on 3 April 2007, Inland Homes acquired, obtained planning permission for, and sold, 25 building plots on two sites, producing an average annual return on equity of 122 per cent. and an average annual return on capital employed of 96 per cent. • The Inland Group's principal strategic objective is to build up a land bank which would be attractive to a major trade buyer. This will take a few years, during which time it will continue to sell certain sites where it can obtain favourable offers. The objective is to resolve all planning and technical issues so that sites may be sold on to builders on a 'ready to build' basis • The Inland Group intends to make purchases of strategic land (that is land which may in future be suitable for development) when appropriate opportunities arise. The Inland Group will also continue its strategy of investing in quoted and unquoted companies, particularly those where the share price does not reflect the potential value of the underlying property assets • Inland raised £50 million (before expenses) by way of a placing when its shares were admitted to trading on AIM in April 2007. Since that time it has announced the sale of three sites in Buckinghamshire and Middlesex and the purchase of The West Wing at Ashford and St. Peter's Hospital. It has also acquired seven other sited representing approximately 152 residential plots and 25,000 sq ft office accommodation. Information relating to Poole Investments • Poole Investments' primary asset is a 9.5 acre plot of land in Lower Hamworthy, Dorset, upon which resides an investment property which provides a rental income to the Company. This land forms part of the area within the Poole "Full Sail Ahead" regeneration scheme. The Borough of Poole, with the aid of consultants, has been deciding how best to plan and progress the regeneration of this area. Borough representatives have agreed with Poole Investments that during the remainder of 2007, a series of meetings will take place to establish common ground that might enable the Company to support the regeneration by way of a formal planning application. Planning consent for this site has not yet been secured and the timing on securing such planning permission and the nature of any development is uncertain. • Turnover for the year ended 31 May 2007 was £335,000 (2006: £335,000, 2005: £337,000). All turnover, including prior year, comprises rental income derived in the UK from the Company's one tenant of the investment property described above. Operating profit for the year ended 31 May 2007 was £264,000 (2006: £260,000, 2005: £262,000). The net assets of Poole Investments at 31 May 2007 were £3,408,000 (2006: £3,432,000, 2005: £1,704,000). Recommendation • The Poole Investments Directors, who have been so advised by Zeus Capital, unanimously consider the terms of the Offer to be fair and reasonable so far as PI Shareholders are concerned. In providing advice to the Poole Investments Directors, Zeus Capital has taken into account the commercial assessments of the Poole Investments Directors. • Accordingly, the Poole Investments Directors unanimously recommend that PI Shareholders accept the Offer, as the Poole Investments Directors who have beneficial holdings in PI Shares have (other than David Cicurel whose connected trust has) irrevocably undertaken to do (or to take steps within their power to cause acceptance of the Offer) in respect of their own beneficial holdings of PI Shares amounting to, in aggregate, 7,652,854 PI Shares, which represent approximately 4.1 per cent. of the existing issued ordinary share capital of Poole Investments. Enquiries: Inland plc Tel: (01923) 713 600 Stephen Wicks, Chief Executive Dawnay, Day Corporate Finance Limited Tel: (020) 7509 4570David FloydAlex Stanbury Poole Investments plc Tel: (07973) 820 492David Booth Zeus Capital Limited Tel: (0161) 831 1512Kevin WilsonNick Cowles Buchanan Communications Tel: (020) 7466 5000Jeremy Garcia / Susanna Gale This summary should be read in conjunction with the full text of thisannouncement set out below. Appendix I sets out the conditions and furtherprincipal terms of the Offer. Appendix II of this announcement contains thesources and bases of certain information used in this summary and in thefollowing announcement. Appendix III contains definitions of certain terms usedin this summary and the following announcement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 9 August 2007 INLAND PLC Recommended Cash Offer by Inland plc for Poole Investments plc 1. Introduction The Inland Directors and the Poole Investments Directors are pleased to announcea recommended cash offer, to be made by Inland, to acquire the entire issued andto be issued ordinary share capital of Poole Investments not already owned byInland at a price of 6 pence per PI Share. 2. The Recommended Cash Offer The Offer, which is made on the terms and subject to the conditions set outbelow or referred to in Appendix I to this announcement and subject to the fullterms to be set out in the Offer Document and, in the case of certificated PIShares, in the form of acceptance, is being made on the following basis: for each PI Share 6 pence in cash The Offer is final and will not be increased. The Offer values the entire issuedshare capital of Poole Investments at approximately £11.1 million and representsa premium of approximately 37 per cent. to the Closing Price of 4.38 pence perPI Share on 2 July 2007, being the last Business Day prior to the commencementof the Offer Period. The Offer also represents a premium of approximately 9 per cent. to the ClosingPrice of 5.5 pence per PI Share on 8 August 2007 (being the last Business Dayprior to the date of this announcement). The Offer extends to all PI Shares unconditionally allotted or issued and fullypaid (or credited as fully paid) on the date of the Offer and any PI Shareswhich are unconditionally allotted or issued and fully paid whilst the Offerremains open for acceptance or by such earlier date as Inland may, subject tothe City Code, decide, not being earlier than the date on which the Offerbecomes unconditional as to acceptances, other than the PI Shares already ownedby Inland. The PI Shares to which the Offer relates will be acquired by Inland fully paid,or credited as fully paid, and free from all liens, equitable interests,mortgages, charges, encumbrances, rights of pre-emption and other third partyrights or interests of any nature whatsoever and together with all rights now orhereafter attaching to them, including all voting rights and the right toreceive and retain all dividends and other distributions (if any) declared, madeor paid on or after the date of this document. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable legal or regulatory requirements. 3. Information relating to Inland The Inland Group specialises in buying 'brown field' sites, enhancing theirvalue through obtaining planning permissions for residential or mixed-usedevelopment and selling the consented land on to developers. Prior to Inland'sadmission to AIM on 3 April 2007, Inland Homes acquired, obtained planningpermission for, and sold, 25 building plots on two sites, producing an averageannual return on equity of 122 per cent. and an average annual return on capitalemployed of 96 per cent. The Inland Group's principal strategic objective is tobuild up a land bank which would be attractive to a major trade buyer. This willtake a few years, during which time it will continue to sell certain sites whereit can obtain favourable offers. The Inland Group will continue to invest insites varying in size and value, concentrating its activities on areas of highdemand (for example, where there are good transport links or attractiveresidential environments) and seeking planning consents that are appropriate forthe location and desirable to house builders. The objective is to resolve allplanning and technical issues so that sites may be sold on to builders on a'ready to build' basis. The Inland Group intends to make purchases of strategicland (that is land which may in future be suitable for development) whenappropriate opportunities arise. The Inland Group will also continue itsstrategy of investing in quoted and unquoted companies, particularly those wherethe share price does not reflect the potential value of the underlying propertyassets. It also invests in companies where the Inland Directors believe they canadd value or benefit from a strategic relationship. The Company currently hasinterests in quoted securities and a 10 per cent. interest in a private housebuilding company, Howarth Homes. Inland raised £50 million (before expenses) byway of a placing when its shares were admitted to trading on AIM in April 2007.Since that time it has announced the sale of three sites in Buckinghamshire andMiddlesex and the purchase of The West Wing at Ashford and St. Peter's Hospitalfor which Inland intends to submit a detailed planning application for 170apartments. It has also acquired seven other sited representing approximately152 residential plots and 25,000 sq ft office accommodation. A planningapplication for 399 residential units and 95,000 sq ft of commercial space hasbeen submitted for Inland's site in Farnborough. 4. Background to and reasons for the Offer As stated above, Inland has specialist expertise in handling the many planning,environmental and technical issues which need to be resolved before buildingwork can commence on a development site. The Inland Directors believe thisexpertise can be applied to unlock the potential value of the Property over aperiod of time. As an alternative to the Offer, Inland could have acquired theProperty. The Poole Investments Board indicated their preference for the Offer(as opposed to the acquisition by Inland of the Property from Poole) becausethis would give PI Shareholders prompt cash consideration. Following detailed enquiries and negotiation of terms, Inland agreed to make theOffer on the basis set out in this announcement 5. Irrevocable undertakings and interests in PI Shares Inland has received irrevocable undertakings to accept or to procure theacceptance of the Offer from each of the Poole Investments Directors (other thanfrom David Cicurel whose connected trust has given the relevant undertaking) whohave beneficial holdings in PI Shares, in respect of their entire holdings.Those holdings amount to, in aggregate, 7,652,854 PI Shares representingapproximately 4.1 per cent. of the existing issued ordinary share capital ofPoole Investments. These irrevocable undertakings will (other than theirrevocable undertaking given by David Cicurel's connected trust, which is onthe terms outlined in the paragraph below) remain binding even where a thirdparty competing offer is made for Poole Investments at a price higher than theOffer Price. Irrevocable undertakings have also been received from Judges Capital plc inrespect of 5,700,000 PI Shares (3.1 per cent. of the PI Shares in issue) andStarlight Investments Limited in respect of 14,250,000 PI Shares (7.7 per cent.of the PI Shares in issue). The undertakings cease to be binding if a thirdparty competing offer is made for Poole Investments at a price which representsa premium in excess of 10 per cent. over the Offer Price. The Takeover Panel hasruled that Starlight Investments Ltd is acting in concert with Dawnay Day(adviser to Inland) and is therefore deemed to be also acting in concert withInland. Inland already holds 15,911,500 PI Shares representing 8.6 per cent. of the PIShares in issue. Accordingly, Inland's interests, together with the PI Shares which are thesubject of the irrevocable undertakings total, in aggregate, 43,424,354 PIShares, representing approximately 23.5 per cent. of the existing issued sharecapital of Poole Investments. 6. Information relating to Poole Investments Poole Investments' primary asset is a 9.5 acre plot of land in Lower Hamworthy,Dorset, upon which resides an investment property which provides a rental incometo the Company. This land forms part of the area within the Poole "Full SailAhead" regeneration scheme. The Borough of Poole, with the aid of consultants,has been deciding how best to plan and progress the regeneration of this area.Borough representatives have agreed with Poole Investments that during theremainder of 2007, a series of meetings will take place to establish commonground that might enable the Company to support the regeneration by way of aformal planning application. Planning consent for this site has not yet beensecured and the timing on securing such planning permission and the nature ofany development is uncertain. 7. Financing the Offer Inland proposes to finance the whole of the consideration payable pursuant tothe Offer from its existing cash balances. Accordingly, the payment of intereston, repayment of or security for any liability (contingent or otherwise) willnot depend to any significant extent on the business of Poole Investments. Dawnay Day, which is acting for Inland in connection with the Offer, issatisfied that the necessary financial resources are available to Inland tosatisfy full acceptance of the Offer. 8. Future intentions If the Offer becomes, or is declared, wholly unconditional, Inland will becomethe holding company of Poole Investments. Inland intends to continue efforts tosecure planning consents and promote the value of Poole Investments' propertyassets over a period of time. Inland is able to bring relevant expertise andexperience to bear on the process. Poole Investments currently has limited cashresources and income, which hinders its ability to finance certain costs andexpenses in relation to the progress of its property value. Furthermore, as andwhen the Offer becomes unconditional, Poole Investments will have to payprofessional and other costs amounting to over £600,000. As a well-fundedcompany, Inland will be able to subscribe for new PI Shares or make financeavailable in other ways (on arms' length terms) to enable it to finance suchcosts. Upon the Offer being declared or becoming unconditional in all respects, DavidBooth, David Cicurel and Tony Palmer have each agreed to step down from thePoole Investments Board. 9. Offer timetable and postal delays Due to the threatened postal strikes the Panel has requested that the firstclosing date of the Offer will be 28 days after the Offer Document is posted,and acceptances will not be capable of withdrawal until 49 days after the OfferDocument is posted (subject to the Offer becoming unconditional earlier). Copies of the Offer Document will be available from the offices of Dawnay, DayCorporate Finance Limited at 17 Grosvenor Gardens, London SW1W 0BD and fromInland's website at www.inlandplc.com following the posting of the OfferDocument to PI Shareholders. 10. Inducement fee Inland and Poole Investments have entered into an inducement fee agreement.Under this agreement, as an inducement for Inland to make the Offer, PooleInvestments has agreed to pay £100,000 (inclusive of VAT, if payable) to Inlandin certain circumstances. These circumstances are, broadly, where a third partymakes an offer for Poole Investments which subsequently becomes or is declaredwholly unconditional or where Poole Investments disposes of the Property or ifthe recommendation of the Offer by the Poole Investments Directors is withdrawnor otherwise adversely modified. The Poole Investments Directors, who have been so advised by Zeus Capital, aresatisfied that these inducement fee arrangements are in the best interests of PIShareholders taken as a whole. 11. Compulsory acquisition and cancellation of trading on AIM If Inland receives acceptances under the Offer in respect of, and/or otherwiseacquires, in aggregate both 90 per cent. or more in value of the PI Shares towhich the Offer relates and 90 per cent. or more of the voting rights carried bythose shares, Inland intends to apply the procedures set out in sections 979 to982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remainingPI Shares on the same terms as the Offer. Following the Offer becoming or being declared unconditional in all respects, ifInland acquires or agrees to acquire, by virtue of its shareholding andacceptances of the Offer, issued share capital carrying 75 per cent. or more ofthe voting rights of Poole Investments and subject to any applicablerequirements of the London Stock Exchange, Inland intends to procure that PooleInvestments applies to the London Stock Exchange for the cancellation of PIShares from trading on AIM. It is anticipated that such cancellation will takeeffect no earlier than 20 Business Days after the Offer becomes or is declaredunconditional in all respects. The cancellation of trading of PI Shares willsignificantly reduce the liquidity and marketability of any PI Shares notacquired by Inland. It is also proposed that, following the Offer becoming or being declaredunconditional in all respects, Poole Investments will be re-registered as aprivate company. 12. Recommendation The Poole Investments Directors, who have been so advised by Zeus Capital,unanimously consider the terms of the Offer to be fair and reasonable so far asPI Shareholders are concerned. In providing advice to the Poole InvestmentsDirectors, Zeus Capital has taken into account the commercial assessments of thePoole Investments Directors. Accordingly, the Poole Investments Directors unanimously recommend that PIShareholders accept the Offer, as the Poole Investments Directors who havebeneficial holdings in PI Shares have (other than David Cicurel whose connectedtrust has) irrevocably undertaken to do (or to take steps within their power tocause acceptance of the Offer) in respect of their own beneficial holdings of PIShares amounting to, in aggregate, 7,652,854 PI Shares, which representapproximately 4.1 per cent. of the existing issued ordinary share capital ofPoole Investments. 13. General The Offer Document, containing the full terms of the Offer, will be posted to PIShareholders today, but in any event, within 28 days of today's date. Theconditions to the Offer are set out in Appendix I to this announcement and,together with certain further terms of the Offer, will also be set out in fullin the Offer Document and, in the case of certificated PI Shares, in the relatedform of acceptance. The availability of the Offer to PI Shareholders not resident in and citizens ofthe United Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are citizens or in which they are resident. Such persons shouldinform themselves about and observe any applicable legal or regulatoryrequirements of any such relevant jurisdiction. In particular, the Offer is not being made, directly or indirectly, in, into orfrom or by the use of the mails of or any means or instrumentality (including,without limitation, by means of facsimile transmission, telex, telephone,internet or other forms of electronic communication) of interstate or foreigncommerce of, or by any facility of a national, state or other securitiesexchange of, any Restricted Jurisdiction, and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facility from or withinany Restricted Jurisdiction where to do so would constitute a breach of anyrelevant securities laws of that Restricted Jurisdiction. Accordingly, copies ofthis announcement are not being, and must not be, mailed or otherwisedistributed or sent in or into or from any Restricted Jurisdiction where to doso would constitute a breach of any relevant securities laws of that RestrictedJurisdiction. Persons receiving this announcement (including without limitation,custodians, nominees and trustees) must not distribute or send it into or fromany Restricted Jurisdiction where to do so would constitute a breach of anyrelevant securities laws of that Restricted Jurisdiction. Any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom should inform themselves about, and observe any applicable legalor regulatory requirements. Further information in relation to OverseasShareholders will be set out in the Offer Document. Enquiries: Inland plc Tel: (01923) 713 600 Stephen Wicks, Chief Executive Dawnay, Day Corporate Finance Limited Tel: (020) 7509 4570David FloydAlex Stanbury Poole Investments plc Tel: (07973) 820 492David Booth Zeus Capital Limited Tel: (0161) 831 1512Kevin WilsonNick Cowles Buchanan Communications Tel: (020) 7466 5000Jeremy Garcia / Susanna Gale This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. The Offer will be made by way of the OfferDocument and, where appropriate, the related form of acceptance. The full terms and the condition of the Offer (including details of how theOffer may be accepted) will be set out in the Offer Document and, whereappropriate, the related form of acceptance. PI Shareholders who accept theOffer may only rely on the Offer Document and, where appropriate, the relatedform of acceptance for all the terms and the condition of the Offer. In decidingwhether or not to accept the Offer in relation to their PI Shares, PooleInvestments Shareholders should rely only on the information contained, andprocedures described, in the Offer Document and, where appropriate, the relatedform of acceptance. Poole Investments Shareholders are strongly advised to readthe Offer Document being posted to them shortly, or in any event within 28 daysof this announcement, which contains important information. Dawnay, Day, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, has authorised this announcement for the purposesof section 21 of the Financial Services and Markets Act 2000. The principalplace of business of Dawnay, Day Corporate Finance is 17 Grosvenor Gardens,London SW1W 0BD. Dawnay, Day Corporate Finance is acting exclusively for Inlandand no one else in connection with the Offer and will not be responsible toanyone other than Inland for providing the protections afforded to customers ofDawnay, Day Corporate Finance or for providing advice in relation to the Offeror any other matter referred to herein. Zeus Capital which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Poole Investments and noone else in connection with the Offer and will not be responsible to anyoneother than Poole Investments for providing the protections afforded to customersof Zeus Capital or for providing advice in relation to the Offer or any othermatter referred to herein. The Inland Directors accept responsibility for the information contained in thisannouncement other than the information for which the Poole InvestmentsDirectors accept responsibility. Subject as aforesaid, to the best of theknowledge and belief of the Inland Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this announcementfor which they accept responsibility is in accordance with the facts and doesnot omit anything likely to affect the import of such information. The Poole Investments Directors accept responsibility for the informationcontained in this announcement relating to Poole Investments, themselves, theirimmediate families, related trusts and persons connected with them (save in eachcase for information on Inland's future plans for Poole Investments). Subject asaforesaid, to the best of the knowledge and belief of the Poole InvestmentsDirectors (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information This announcement contains certain forward-looking statements with respect to(amongst other things) the financial condition, results of operations andbusiness of the Poole Investments and certain plans and objectives of theDirectors of Poole Investments and Inland. These forward-looking statements,without limitation, can be identified by the fact that they do not relate onlyto historical or current facts. Forward-looking statements often use words suchas "anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "will", "may", "should", "would", "could" or other words of similarmeaning. These statements are based on assumptions and assessments made by theDirectors of Poole Investments or Inland in light of their experience and theirperception of historical trends, current conditions, expected futuredevelopments and other factors they believe appropriate. By their nature,forward-looking statements involve risk and uncertainty, and the factorsdescribed in the context of such forward-looking statements in this announcementcould cause actual results and developments to differ materially from thoseexpressed in or implied by such forward-looking statements, which are notguarantees of future performance. Should one or more of these risks or uncertainties materialise, or shouldunderlying assumptions prove incorrect, actual results may vary materially fromthose described in this announcement. Poole Investments and Inland assume noobligation to update or correct the information contained in this announcement,whether as a result of new information, future events or otherwise, except tothe extent legally required. The statements contained in this announcement are made as at the date of thisannouncement, unless some other time is specified in relation to them, andservice of this announcement shall not give rise to any implication that therehas been no change in the facts set out in this announcement since such date.Nothing contained in this announcement shall be deemed to be a forecast,projection or estimate of the future financial performance of Poole Investmentsexcept where expressly stated. The attention of Poole Investments Shareholders is drawn to the fact that underthe Code there are certain UK dealing disclosure requirements in respect ofrelevant securities during an offer period. An Offer Period was deemed to havecommenced on (and including) 3 July 2007 when the Poole Investments Boardannounced it had received an approach in relation to a possible offer. The disclosure requirements are set out in more detail in Rule 8 of the Code. Inparticular, under the provisions of Rule 8.3 of the Code, if any person is, orbecomes, "interested" (directly or indirectly) in one per cent. or more of anyclass of "relevant securities" of Poole Investments, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the BusinessDay following the date of the relevant transaction. This requirement willcontinue until the date on which the Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe Offer Period otherwise ends. If two or more persons act together pursuant toan agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Poole Investments, they will be deemed tobe a single person for the purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Poole Investments by Inland or Poole Investments, or by any oftheir respective "associates" (within the meaning of the Code), must also bedisclosed by no later than 12.00 p.m. (London time) on the Business Dayfollowing the date of the relevant transaction. A disclosure table giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 72367013. This announcement does not constitute, or form part of, an offer or invitationto purchase any securities. APPENDIX I Conditions and certain further terms of the Offer The Offer will comply with the rules and regulations of the London StockExchange and the provisions of the City Code. The Offer and any acceptancesunder it will be governed by English law and be subject to the jurisdiction ofthe courts of England. The Offer, which will be made by Inland, will be subject to the terms andcondition to be set out in full in the Offer Document and, where appropriate,the form of acceptance, including: Conditions of the OfferThe Offer is subject to the following conditions (none of which shall apply toenvironmental matters): 1. valid acceptances being received (and not, where permitted, withdrawn) by1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) asInland may, subject to the rules of the Code or with the consent of the Panel,decide), in respect of not less than 90 per cent. in nominal value (or suchlesser percentage as Inland may decide) of the PI Shares to which the Offerrelates, provided that this condition shall not be satisfied unless Inland and/or its wholly owned subsidiaries shall have acquired or agreed to acquire,whether pursuant to the Offer or otherwise, PI Shares carrying, in aggregate,more than 50 per cent. of the voting rights normally exercisable at generalmeetings of the Company, including for this purpose (to the extent, if any,required by the Panel) any such voting rights attaching to any PI Shares thatare unconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of anysubscription rights, conversion rights or otherwise. For the purposes of thiscondition: (a) the expression "PI Shares to which the Offer relates" shall be construed inaccordance with sections 978-982 (inclusive) of the Companies Act 2006; and (b) PI Shares which have been unconditionally allotted shall be deemed to carrythe voting rights which they will carry on issue; 2. no government or governmental, quasigovernmental, supranational, statutory orregulatory or investigative body (but excluding any environmental body) or anycourt (each a "Third Party"), prior to the date when the Offer becomes otherwiseunconditional in all respects, having taken, instituted or implemented, andthere not continuing to be outstanding, any action, proceeding, suit, or formalinvestigation or having enacted, made or proposed any statute, regulation ororder that would or might reasonably be expected to: (a) make the Offer or the acquisition of any PI Shares, or the acquisition byInland or members of the Inland Group of any shares in or control of PI, void,unenforceable or illegal or directly or indirectly restrict, restrain, prohibit,delay or otherwise challenge or interfere with the implementation of, or imposeadditional conditions or obligations with respect to, or otherwise challenge theOffer or the acquisition of any PI Shares or the acquisition of control of PI;or (b) require, prevent or delay a divestiture by any member of the Inland Group ofany PI Shares; or (c) impose any limitation on the ability of Inland or the Inland Group toconduct all or any material portion of its businesses or to own all or anymaterial portion of their respective assets or property to an extent which ineach case would be material; or (d) save pursuant to the Offer, require any member of the Inland Group toacquire or to offer to acquire any PI Shares owned by any third party; or (e) otherwise affect adversely the business profits or prospects of any memberof the Inland Group or any member of the Wider Poole Investments Group to anextent which is material, and all applicable waiting and other time periods during which any Third Partycould decide to take, implement or institute any such action, proceedings, suitor formal investigation under the laws of any jurisdiction having expired,lapsed or been terminated; 3. all necessary filings having been made in respect of the Offer and allrequired authorisations, orders, grants, recognitions, confirmations, consents,clearances, licences, permissions, exemptions and approvals (each an"Authorisation") necessary or reasonably appropriate or required for or inrespect of the Offer (including, without limitation, implementation andfinancing (which term includes, without limitation, any borrowing of any monies,the giving of any guarantee or security and the investment of the proceedsthereof or any other monies by any member of the Inland Group in the Wider PooleInvestments Group and Inland's investment in PI Shares)) or the proposedacquisition of any shares in, or control of, Poole Investments by Inland beingobtained on terms and in a form satisfactory to Inland (acting reasonably) fromall appropriate Third Parties with whom any member of the Inland Group or theWider Poole Investments Group has entered into contractual arrangements, wherethe absence of such would have a material adverse effect on the Inland Group orthe Wider Poole Investments Group as the case may be and all such Authorisationsremaining in full force and effect at the time at which the Offer becomesotherwise unconditional in all respects and no notice of any intention torevoke, suspend, restrict, modify or not renew any of the same having beenreceived (which in each case would have a material adverse effect on the WiderPoole Investments Group) and all necessary filings having been made and allappropriate waiting periods (including any extension thereof) under anyapplicable legislation and regulation in any jurisdiction having expired, lapsedor been terminated, in each case as may be necessary in connection with theOffer under the laws or regulations of any jurisdiction and all necessarystatutory or regulatory obligations in any jurisdiction having been compliedwith; 4. there being no provision of any agreement, arrangement, licence, permit orother instrument (each an "Arrangement") to which any member of the Wider PooleInvestments Group is a party or by or to which any such member or any of itsassets may be bound, entitled or be subject which, as a direct result of theacquisition by Inland of the PI Shares or any of them, or change in themanagement or control of Poole Investments or the acquisition of control ofPoole Investments by Inland will, or might reasonably be expected to, result in: (a) any monies borrowed by, or any other indebtedness (actual or contingent) ofany such member being or becoming repayable or capable of being declaredrepayable immediately or earlier than the repayment date stated in suchArrangement, or the ability of any such member to borrow monies or incur anyindebtedness under any such Arrangement being withdrawn or inhibited; or (b) any such Arrangement being or becoming capable of being terminated oradversely modified or affected in any material respect or any onerous obligationarising or any materially adverse action being taken or arising thereunder; or (c) the interests or business of any such member in or with any other person,firm, company or body (or any arrangements relating to such interests orbusiness) being terminated, modified or adversely affected in a materialrespect; or (d) any assets of any such member being or failing to be disposed of or chargedin any manner howsoever, or any right arising under which any such asset orinterest could be required to be disposed of or charged in any manner howsoever;or (e) the creation of any mortgage, charge or other security interest over thewhole or any part of the business, property or assets of any such member, or anysuch security (whenever arising or having arisen) becoming enforceable; or (f) the value or financial or trading prospects of any such member beingprejudiced or adversely affected in a material respect (in either case); or (g) any such member ceasing to be able to carry on business under any name underwhich it presently does so; or (h) the creation of liabilities by any such member which will or mightreasonably be expected to have a material adverse effect on the Wider PooleInvestments Group taken as a whole; in each case, which will or might reasonablybe expected to have a material adverse affect on the Wider Poole InvestmentsGroup, taken as a whole, 5. since 31 May 2007, and save as Disclosed prior to the date hereof, no memberof the Wider Poole Investments Group having: (a) issued or authorised or proposed the issue of additional shares of anyclass, or securities convertible into or exchangeable for, or rights, warrantsor options to subscribe for or acquire, any such shares or securities orredeemed, purchased or reduced any part of its share capital; or (b) recommended, declared, paid or made or proposed to declare, pay or make anybonus, dividend or other distribution in respect of the share capital of theCompany; or (c) merged with any body corporate or authorised or proposed or announced anyintention to propose any merger, demerger, acquisition, disposal, transfer,mortgage or charge of or granting of any security over assets or shares(otherwise than in the ordinary course of business); or (d) authorised or proposed or announced its intention to propose any change inits share or loan capital; or (e) announced any proposal to purchase any of its own shares or purchased anysuch shares; or (f) issued, authorised or proposed the issue of any debentures or (save in theordinary course of business) incurred or increased any indebtedness or becomesubject to any contingent liability which is material; or (g) entered into any contract or commitment (whether in respect of capitalexpenditure or otherwise) which is of a long term or unusual nature or whichinvolves or could involve an obligation of a nature or magnitude which ismaterial otherwise than in the ordinary course of business; or (h) entered into any Arrangement which would be restrictive on the business ofany member of the Wider Poole Investments Group and would have a material effecton the business of the Wider Poole Investments Group taken as a whole otherwisethan in the ordinary course of business; or (i) entered into or varied the terms of any service agreement with any of thePoole Investments Directors except as Disclosed; or (j) acquired, disposed of or transferred, mortgaged or charged or encumbered orcreated any security interest over any asset or any right, title or interest inany asset (including, without limitation, shares and trade investments) orentered into any contract, reconstruction, amalgamation, commitment or othertransaction or arrangement otherwise than in the ordinary course of business; or (k) waived or compromised any claim otherwise than in the ordinary course ofbusiness; or (l) proposed any voluntary winding up or taken any corporate action or had anyorder made for its winding up, dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any of its assets and revenues; or (m) entered into any Arrangement to, or passed any resolution with respect to,or announced any intention to, or to propose to, effect any of the transactionsor events referred to in this condition5; or 6. since 31 May 2007, and save as Disclosed: (a) no material adverse change in the business, financial or trading position orprofits or assets or business, financial or trading prospects of the Companyhaving occurred; and (b) no contingent or other liability having arisen which would or mightreasonably affect Poole Investments or any member of the Wider Poole InvestmentsGroup materially and adversely, or having increased by an amount which ismaterial to Poole Investments or the Wider Poole Investments Group taken as awhole; and (c) no litigation, arbitration proceedings, prosecution or other legalproceedings having been instituted or threatened by or against or remainingoutstanding against Poole Investments or any member of the Wider PooleInvestments Group or to which Poole Investments or any member of the Wider PooleInvestments Group is party (whether as plaintiff or defendant or otherwise) andwhich, in any case, is or might reasonably be expected to be material; and (d) no matter or matters having arisen or been disclosed (whether or notconnected) which individually does not or may not constitute an event ofsufficient materiality to constitute a breach of any one of conditions 6(a) to 6(c), but which, when taken in aggregate are material in the context of the Offeror the Wider Poole Investments Group taken as a whole; or 7. Inland not having discovered (save as Disclosed): (a) that any financial or business or other information concerning the Companywhich has been disclosed at any time, whether publicly or otherwise, ismaterially misleading, contains a material misrepresentation of fact or omits tostate a fact necessary to make the information contained therein not materiallymisleading or that any contingent liability disclosed in such information wouldor might materially and adversely affect directly or indirectly the business,profits or prospects of Poole Investments and which was not, if material,corrected by subsequent public announcement made before the date hereof; or (b) that any member of the Wider Poole Investments Group and which is not asubsidiary undertaking of Poole Investments is subject to any liability,contingent or otherwise, which is or might reasonably be expected to bematerial, and which is not and should have been disclosed in Poole Investments'annual report and accounts for the year ended 31 May 2007; or (c) any information which materially affects the import of any informationdisclosed by or on behalf of any member of the Wider Poole Investments Group toor on behalf of any member of the Wider Poole Investments Group; and, in each case, the consequence of the information subsequently discoveredwould, or would reasonably be expected to, have a material adverse effect on theWider Poole Investments Group taken as a whole or in the context of the Offer. Inland reserves the right to waive, in whole or in part, all or any of theconditions set out above apart from the condition set out in paragraph 1. IfInland is required by the Panel to make an offer for PI Shares under theprovisions of Rule 9 of the Code, Inland may made such alterations to the aboveconditions, including the condition in paragraph 1, as are necessary to complywith the provisions of that rule. APPENDIX II Bases and Sources In this announcement, unless otherwise stated or the context otherwise requires,the following bases and sources have been used: 1. General Financial information relating to Poole Investments has been extracted from therelevant published annual report and accounts of Poole Investments and/or publicstatements made by Poole Investments. 2. Value of the Offer The Offer values the entire issued ordinary issued share capital of PooleInvestments at approximately £11.1 million, based on the Offer Price of 6 pencefor each PI Share. 3. Share prices The prices of PI Shares on a particular date are derived from the Closing Pricefor that date. 4. TimeAll the times referred to in this announcement are London times. APPENDIX III Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "Act" the Companies Act 1985 (as amended)"AIM" a market operated by London Stock Exchange, otherwise known as the Alternative Investment Market"Board" as the context requires, the board of directors of Poole Investments or the board of directors of Inland and the terms "Poole Investments Board", "Board of Poole Investments", "Inland Board" and "Board of Inland" shall be construed accordingly"Business Day" any day (other than a public holiday, Saturday or Sunday) on which clearing banks in London are open for normal business"Capita a trading name of Capita IRG PlcRegistrars""certificated" or the description of a share or other security which is not in"in uncertificated form (that is, not in CREST)certificatedform""City Code" or the City Code on Takeovers and Mergers issued by the Panel"Code""Closing Price" the closing middle market quotation of an Poole Investments Share as derived from the Daily Official List"Daily Official the daily official list of the London Stock ExchangeList""Dawnay Day" Dawnay, Day Corporate Finance Limited, financial adviser to Inland incorporated and registered in England and Wales with registered"Disclosed" disclosed in the annual report and accounts of Poole Investments for the year ended 31 May 2007 or publicly announced through a RIS or otherwise disclosed in the course of the due diligence undertaken by or on behalf of Inland in relation to Poole Investments prior to the date hereof, including without limitation, the matters set out in any report prepared for Inland by any of its advisers or consultants as part of such process"Howarth Homes" Howarth Homes Limited, incorporated and registered in England and Wales with registered number 02274807"Inland the directors of Inland at the date of this documentDirectors""Inland Group" Inland and its subsidiaries"Inland Homes" Inland Homes Limited, incorporated and registered in England and Wales with registered number 05482989"London Stock London Stock Exchange plcExchange""Offer" or the recommended cash offer by Inland to acquire all of the"Recommended Cash issued and to be issued PI Shares not already owned by InlandOffer" on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and any form of acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such offer"Offer Document" the formal document setting out the full terms and condition of the Offer to be posted to Poole Investments Shareholders shortly, but in any event, within 28 days of today's date"Offer Period" the period commencing on (and including) 3 July 2007 and ending on the first closing date of the Offer or, if later, the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses"Offer Price" 6 pence per PI Share"Overseas Poole Investments Shareholders (or nominees of, or custodiansShareholders" or trustees for Poole Investments Shareholders) not resident in or citizens of the United Kingdom"Panel" or the Panel on Takeovers and Mergers"Takeover Panel""Poole Poole Investments plc, incorporated and registered in EnglandInvestments" or and Wales with registered number 02282021"PI"or the "Company""Poole Investments the directors of Poole Investments at the date of thisDirectors" or document"Directors ofPooleInvestments""PI Shareholders" holders of PI Sharesor"Shareholders""PI Shares" or the existing unconditionally allotted or issued and fully"Shares in paid (or credited as fully paid) ordinary shares of one pence each in the capital of Poole Investments and any further such shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes or, subject to the provisions of the City Code, by such earlier date or dates as Inland may determine (but excluding any such shares held or which become held in treasury)PooleInvestments""Property" a 9.5 acre plot of land in Lower Hamworthy, Poole, Dorset which is owned by the Company"Regulatory a service approved by the London Stock Exchange for theInformation distribution to the public of AIM announcements and includedService" within the list maintained on the London Stock Exchange's websiteor "RIS""Restricted any jurisdiction where extension or acceptance of the OfferJurisdiction" would violate the laws or relevant rules of that jurisdiction and, for the avoidance of doubt the United States and Japan are Restricted Jurisdictions and no E.U. country is a Restricted Jurisdiction"subsidiary" or has the meanings given to those terms in the Act;"subsidiaryundertaking""uncertificated" recorded on the relevant register of PI Shares as being heldor "in in uncertificated form in CREST and title to which, by virtueuncertificated of the CREST Regulations, may be transferred by means ofform" CREST"United Kingdom" the United Kingdom of Great Britain and Northern Irelandor "UK""United States" or the United States of America, including the states its of the"US" or "USA" United States of America and the District of Columbia and all other areas subject to its jurisdiction its territories or possessions and all areas subject to its jurisdiction"Zeus Capital" Zeus Capital Limited, of 3 Ralli Courts, West Riverside, Manchester, M3 5FT, financial adviser to Poole Investments, incorporated and registered in England and Wales with registered number 04417845 END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
INL.L