17th Feb 2009 10:49
POSSIBLE OFFER FOR RAVEN MOUNT GROUP PLC
by
RAVEN RUSSIA LIMITED
The Possible Offer
The Boards of Raven Russia and Raven Mount are pleased to announce that, subject to satisfaction or waiver of the pre-conditions set out below, they have reached agreement on the terms of a possible offer by Raven Russia for the entire issued share capital of Raven Mount (the "Possible Offer").
Raven Russia also announced today that it intends to raise up to £125 million by way of a Placing of Preference Shares and Warrants (together "Units") of which £75 million has already been placed.
It is intended that, if made, the Possible Offer will be on the following basis:
for each Raven Mount Share held 0.525 Units (each Unit comprising 1 Preference Share and 1
Warrant)
Based on the issue price of £1.00 for each Unit pursuant to the Placing, the Possible Offer would value each Raven Mount Share at 52.5 pence and the entire issued share capital of Raven Mount at £57 million.
The Possible Offer value (based on the issue price of £1.00 for each Unit pursuant to the Placing) would represent a premium of 156 per cent. to Raven Mount's closing mid price of 20.5 pence as at the close of business on 16 February 2009, the day before this announcement.
Dividends will be payable on the Preference Shares quarterly in arrears at the rate of 12 per cent. Each Warrant will entitle the holder to subscribe for one Raven Russia Ordinary Share at the price of 25 pence. Further summarised terms of the Preference Shares and Warrants are set out below.
Raven Mount's four largest shareholders, comprising Anton Bilton, Bim Sandhu (who are both directors of Raven Mount), Schroder Investment Management and Laxey Partners, who in aggregate have an interest in 74.8 per cent. of Raven Mount's existing issued ordinary share capital, are also all major shareholders in Raven Russia, owning in aggregate 17.8 per cent. of Raven Russia's existing issued ordinary share capital. They are all supportive of the Possible Offer and together Raven Russia has received an irrevocable commitment and letters of intent to accept the Possible Offer in respect of 69.6 million Raven Mount Shares, representing approximately 64.1 per cent. of the existing issued Raven Mount share capital. Further details of this irrevocable commitment and letters of intent are set out below.
In addition, Raven Russia has also received irrevocable commitments and a letter of intent from Raven Russia directors and shareholders, representing approximately 41.7 per cent. of the existing issued Raven Russia share capital, to vote in favour of the Placing, including the resolutions required to issue the Units. Further details of these irrevocable commitments and letter of intent are set out below.
Raven Russia has based its offer value on the unaudited net assets of Raven Mount as at 31 December 2008 as adjusted by an up-to-date valuation of Raven Mount's major property assets which has been carried out by an independent valuer on behalf of Raven Russia. The Offer Document would include a combined valuation report on behalf of Raven Russia on Raven Mount's major property assets as required by Rule 29 of the City Code.
In connection with the Possible Offer and subject to the Possible Offer becoming or being declared unconditional in all respects (i) Raven Mount executives have agreed to surrender their existing options over 5,590,000 Raven Mount shares (with an exercise price of 30 pence) in return for nil cost options over 1,257,750 Units. These Units represent the "in the money" value of the existing Raven Mount options in the context of the Possible Offer; and (ii) the £8.1 million bonus accrual in Raven Mount's 2008 year end balance sheet in respect of Raven Mount bonuses payable for the year ended 31 December 2008 will be discharged by Raven Russia by the issue by Raven Russia of 8.1 million Units to the trustee of the existing Raven Mount Employee Benefit Trust. Further details of both arrangements are set out below.
Raven Russia also announced today that it intends to raise up to £125 million by way of a Placing of Units, of which £75 million has already been placed with Invesco Perpetual, the largest shareholder in Raven Russia with a holding of approximately 19.4 per cent. Further details on the Placing are set out in a separate announcement issued by Raven Russia today.
Subject to the Possible Offer being made, the Preference Shares and Warrants which make up the Units to be issued to Raven Mount Shareholders would rank pari passu in all respects with the Preference Shares and the Warrants to be issued pursuant to the Placing. The principal terms of the Preference Shares and Warrants are set out in the Placing Announcement and their key terms are summarised below.
The Preference Shares and Warrants will be freely transferable. Application would be made to London Stock Exchange plc for the Preference Shares and the Warrants to be issued pursuant to the Possible Offer to be admitted to trading on AIM and they would be separately tradable. As it is expected that the Preference Shares and Warrants to be issued pursuant to the Placing will be admitted to trading on AIM before the Possible Offer completes, there can be no certainty of the price at which such instruments will each trade, and therefore what the monetary value of the Possible Offer will equate to on consummation of the Possible Offer.
This announcement does NOT constitute an announcement of a firm intention to make an offer under Rule 2.5 of the City Code. Raven Russia would like to emphasise that there can be no certainty that an offer for Raven Mount will be forthcoming and no certainty as to whether any offer will be made on the terms described herein even if the pre-conditions set out herein are satisfied or waived. A further announcement will be made in due course as appropriate.
Background to and reasons for the Possible Offer
The Raven Russia Group is in a stable position with a portfolio of high quality Warehouse and office buildings and continues to trade in line with the Raven Russia Board's expectations. However, the turmoil in the world's financial markets has hampered the Raven Russia Group's ability to raise further bank debt and will have an effect on the valuation of the Raven Russia Group's completed investment property assets.
This background leads the Raven Russia Board to take a cautious approach which underpins the rationale for the Placing and the Possible Offer.
As at 31 December 2008, Raven Mount, excluding debt in joint ventures1, had cash on its balance sheet of £37.5 million, and debt of £15.1 million1, and owned approximately 29 million Raven Russia Ordinary Shares as well as a number of residential properties based in the UK, development projects and a strategic land bank of owned and optioned sites. This cash, which, following repayment of all debt excluding debt in joint ventures, amounted to approximately £20.8 million on 16 February 2009, the day before this announcement, together with the net proceeds from the separate Placing announced by Raven Russia today, will put the Raven Russia Group in a strong financial position. It will provide additional working capital should the letting market deteriorate or properties stand vacant longer than anticipated. It will also provide the Enlarged Group with further resources to take advantage of opportunities in a distressed market.
The 29 million Raven Russia Ordinary Shares could be cancelled, which would be enhancing to the NAV per ordinary share of Raven Russia, thereby benefiting Raven Russia's shareholders, or they could also be used by Raven Russia to satisfy awards under its employee incentive plans.
In addition, the Possible Offer for Raven Mount would mean that the interests of Raven Russia's management would be further aligned with its shareholders, as Anton Bilton, currently Executive Deputy Chairman of Raven Russia and Executive Chairman of Raven Mount, and Glyn Hirsch, currently Chief Executive Officer of Raven Russia and a director of Raven Mount, would both devote all of their time to Raven Russia.
1. This excludes debt in joint ventures amounting to £7.0 million at 31 December 2008, of which £2.25 million is guaranteed by Raven Mount. Joint venture debt was £7.5 million at 16 February 2009, of which £2.25 million is guaranteed by Raven Mount
Rationale for Raven Mount recommending the Possible Offer
The Independent Raven Mount Board Committee, which comprises the directors of Raven Mount with the exception of Anton Bilton and Glyn Hirsch (both of whom are also directors of Raven Russia), believes that the consideration under the Possible Offer, the value (based on the issue price of £1.00 for each Unit pursuant to the Placing) of which is at a significant premium of 156 per cent. to the Raven Mount closing share price of 20.5 pence on 16 February 2009, being the day before this announcement, provides Raven Mount shareholders with an opportunity for:
regular dividend payments, through the quoted Preference Share element, at a relatively high yield, fairly reflecting the risks associated with such securities, in the current low interest rate environment;
participation, through the quoted Warrant element, in any future increase in Raven Russia's share price following the injection of funds provided by the Placing and the Possible Offer, and the financial stability and opportunities that are expected to be created as a result; and
participation generally in a larger, more liquid company with an exciting strategy and growth potential that has announced its intention to move to the Official List this year.
Consequently the current intention of the Independent Raven Mount Board Committee is that, if the Possible Offer is made and subject to the pre-conditions set out below, it would unanimously recommend the Possible Offer.
Pre-conditions and certain further terms of the Possible Offer
The making of the Possible Offer is subject to the satisfaction or waiver by Raven Russia of the following pre-conditions: (i) completion of the Placing, where such Placing has raised a minimum of £75 million; (ii) unanimous recommendation of the Possible Offer by the Independent Raven Mount Board Committee; and (iii) final approval by the Raven Russia Board of certain related party issues under Rule 13 of the AIM Rules for Companies, which it currently intends to provide. Any offer for Raven Mount would also be subject to terms and conditions customary for a recommended offer for a public company governed by the City Code.
The recommendation of the Possible Offer by the Independent Raven Mount Board Committee is subject to the satisfaction or waiver by such committee of the following pre-conditions: (i) completion of the Placing, where such Placing has raised a minimum of £75 million; and (ii) receipt of requisite tax clearances.
The Preference Shares that would be issued to Raven Mount Shareholders pursuant to the Possible Offer would be credited as fully paid. Fractions of Preference Shares or Warrants would not be issued to Raven Mount Shareholders and any fractional entitlements to Preference Shares or Warrants would be disregarded. Full acceptance of the Possible Offer by the existing ordinary shareholders of Raven Mount would result in the issue of up to 57 million Preference Shares and up to 57 million Warrants, disregarding the rounding down of fractional entitlements.
Any offer would extend, subject to the terms and conditions of such offer, to any Raven Mount Shares unconditionally allotted or issued on the date an offer is made and to any further Raven Mount Shares unconditionally allotted or issued while that offer remains open for acceptance (or such earlier date as Raven Russia may, subject to the City Code, decide).
Pursuant to Rule 2.4(c) of the City Code, Raven Russia reserves the right to make an offer for Raven Mount at a lower number of Units, or on less favourable terms, to that summarised above with the recommendation of the Independent Raven Mount Board Committee.
Raven Mount has granted options over 5,590,000 Raven Mount Shares to certain executives under the Raven Mount Group plc 2008 Share Option Plan. Subject to the Possible Offer being made and becoming or being declared unconditional in all respects, these executives have agreed to surrender their existing options and enter into arrangements with Raven Mount and Raven Russia such that they will receive the "in the money value" of those options, equal to £1,257,750 (based on the issue price of £1.00 for each Unit pursuant to the Placing), in the form of nil-cost options over 1,257,750 Units. Further details of these arrangements would be set out in any offer announcement for Raven Mount by Raven Russia under Rule 2.5 of the City Code and any subsequent Offer Document.
On 28 January 2009 and in line with the policy outlined in Raven Mount's AIM Admission document dated 31 October 2008, the Remuneration Committee of Raven Mount approved the payment of a bonus for the year ended 31 December 2008 with a value of £8.1 million to the Employee Benefit Trust of Raven Mount Limited, a wholly-owned subsidiary of Raven Mount, ("EBT"), the beneficiaries of which include the executive directors of Raven Mount, being Anton Bilton, Bim Sandhu, Glyn Hirsch and Mark Kirkland. This bonus has been accrued in Raven Mount's 2008 year end balance sheet and is payable whether the Possible Offer is made or not. Raven Mount and Raven Russia have therefore agreed that, should the Possible Offer be made and become or be declared wholly unconditional, the liability to pay the bonus to the EBT will remain with Raven Mount until immediately after such time, when it will be discharged by Raven Russia through the issue to the EBT of the same consideration and on the same terms as under the Possible Offer, namely by the issue of 8.1 million Units. The trustee of the EBT will then allocate the bonus in accordance with the terms of the EBT Trust Deed. Details of the arrangements relating to the discharge of the liability by Raven Russia would be set out in any offer announcement for Raven Mount by Raven Russia under Rule 2.5 of the City Code and any Offer Document.
Irrevocable commitments and letters of intent
Raven Russia has received an irrevocable commitment and letters of intent from the directors of Raven Mount and certain other Raven Mount Shareholders to accept a Possible Offer (if made). Such irrevocable commitment and letters of intent are in respect of the following Raven Mount Shares:
|
Raven Mount Shareholder (*) indicates letter of intent |
Number of Raven Mount Shares |
Percentage of existing issuedRavenMount Shares (approx) (%) |
|
Anton Bilton |
26,359,007 |
24.26 |
|
Schroder Investment Management Limited* |
17,871,445 |
16.45 |
|
Laxey Partners Limited* |
12,099,220 |
11.13 |
|
Bimaljit Sandhu* |
8,015,544 |
7.38 |
|
Sandhu Family Discretionary Settlement Trust* |
2,415,634 |
2.22 |
|
The Sandhu Charitable Foundation* |
1,150,000 |
1.06 |
|
MS Sandhu Life Interest Settlement Trust* |
726,384 |
0.67 |
|
Robert Ware* |
275,000 |
0.25 |
|
Glyn Hirsch* |
250,000 |
0.23 |
|
James Hyslop* |
222,000 |
0.20 |
|
Rory Macnamara* |
217,666 |
0.20 |
|
Mark Kirkland* |
17,000 |
0.02 |
The irrevocable commitment set out above will continue to be binding in the event that the Possible Offer is implemented by way of a scheme of arrangement and in the event of a higher competing offer for Raven Mount. The irrevocable commitment will cease to be binding if an announcement in respect of the Possible Offer pursuant to Rule 2.5 of the City Code is not made within 50 days of the date of this announcement, if the Independent Raven Mount Board Committee fails to recommend the Possible Offer, or if the Placing does not raise a minimum of £75 million.
In addition, Raven Russia has also received irrevocable commitments and a letter of intent from Raven Russia directors and shareholders, representing approximately 41.7 per cent. of the existing issued Raven Russia share capital, to vote in favour of the Placing, including the resolutions required to issue the Units. Further details of these irrevocable commitments and letter of intent are set out below:
|
Raven Russia shareholder (*) indicates letter of intent |
Number of RavenRussia Ordinary Shares |
Percentage of existing issuedRaven Russia Ordinary Shares (approx) (%) |
|
Invesco Asset Management Limited* |
99,330,832 |
19.38 |
|
Schroder Investment Management Limited |
33,017,776 |
6.44 |
|
Laxey Partners Limited |
31,043,025 |
6.06 |
|
Raven Mount |
29,035,054 |
5.66 |
|
Anton Bilton |
16,108,015 |
3.14 |
|
Bimaljit Sandhu |
4,484,075 |
0.87 |
|
Richard Jewson |
154,229 |
0.03 |
|
Glyn Hirsch |
139,863 |
0.03 |
|
David Moore |
89,564 |
0.02 |
|
Stephen Coe |
63,000 |
0.01 |
|
Christopher Sherwell |
29,000 |
0.01 |
|
Colin Smith |
11,569 |
0.00 |
For the purposes of Note 14(d) to Rule 8 of the City Code, the value (and other material terms) of the possible offer in respect of which the above irrevocable commitment and letters of intent have been procured are those of the Possible Offer.
Timetable for the Placing
It is expected that the Placing will complete in late March.
Other
Further details on the proposed Placing mentioned above are set out in a separate announcement issued by Raven Russia today.
Raven Mount also announces that the share repurchase programme announced on 29 December 2008 is hereby cancelled
Summary terms of the Preference Shares and Warrants
Subject to the Companies (Guernsey) Law, 2008, as amended, cumulative dividends on the Preference Shares will be payable quarterly in arrears at the rate of 12 per cent. of the Fixed Amount (being £1.00) per annum.
On a return of capital on a winding up, holders of Preference Shares shall be entitled, in priority to other shareholders, to be paid out of the assets of Raven Russia available for distribution to members, an amount in respect of each Preference Share equal to the aggregate of the Fixed Amount together with a sum equal to any arrears and accruals of the preference dividend.
Holders of Preference Shares are entitled to attend any general meeting of Raven Russia and to speak and vote at a general meeting of Raven Russia on a resolution proposing to wind up Raven Russia or to abrogate, vary or modify any of the rights or privileges of the holders of Preference Shares. Holders of Preference Shares will also have the right to speak and vote at a general meeting in respect of any matter in circumstances where the dividend payable on the Preference Shares is in arrears. Holders of the Preference Shares will have no other voting rights.
The Preference Shares benefit from certain protections that are detailed in the summary set out in Part A of Appendix 2 to the Placing Announcement.
The Preference Shares are redeemable in the limited circumstances detailed in the summary set out in Part A of Appendix 2 to the Placing Announcement; namely a takeover offer being completed for the Company and in circumstances where there are less than 35 million Preference Shares in issue and the Company (by notice) removes certain protections attaching to the Preference Shares. In such circumstances, the redemption price of each Preference Share will be an amount equal to the Fixed Amount (being £1.00) and all arrears and accruals of the preference dividend.
The Preference Shares are not convertible into Raven Russia Ordinary Shares. Further details of the rights attaching to the Preference Shares can be found in Part A of Appendix 2 to the Placing Announcement.
The Warrants will be constituted by the Warrant Instrument to be adopted by Raven Russia prior to admission of the Preference Shares and Warrants to trading on AIM. Each Warrant will entitle the holder to subscribe for one Ordinary Share at the price of 25 pence during the period commencing on such admission and ending on the tenth anniversary thereof.
Further details of the Warrants can be found in Part B of Appendix 2 to the Placing Announcement.
Enquiries
|
Raven Russia Limited |
Tel: +44 (0)1481 71 2955 |
|
Anton Bilton / Glyn Hirsch |
|
|
Bell Pottinger Corporate & Financial |
Tel: +44 (0)20 7861 3232 |
|
Mike Davies / Zoe Sanders |
|
|
Numis Securities Limited |
Tel: +44 (0)20 7260 1000 |
|
Nick Westlake (NOMAD and Financial Adviser) Rupert Krefting (Corporate Broking) |
|
|
Raven Mount Group plc |
Tel: +44 (0)20 7235 0422 |
|
Bim Sandhu / Mark Kirkland |
|
|
Oriel Securities Limited (Financial Adviser and Joint Broker) |
Tel: +44 (0)20 7710 7600 |
|
Simon Bragg / Michael Shaw / Neil Langford |
|
|
Shore Capital and Corporate Limited (NOMAD and Joint Broker) |
Tel: +44 (0)20 7408 4090 |
|
Guy Peters / Pascal Keane |
General
Numis Securities, which is regulated by the Financial Services Authority, is acting for Raven Russia in connection with the Possible Offer and no-one else and will not be responsible to anyone other than Raven Russia for providing the protections afforded to customers of Numis Securities or for providing advice in relation to the Possible Offer.
Oriel Securities, which is regulated by the Financial Services Authority, is acting for Raven Mount in connection with the Possible Offer and no-one else and will not be responsible to anyone other than Raven Mount for providing the protections afforded to customers of Oriel Securities or for providing advice in relation to the Possible Offer.
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code, Raven Mount confirms that its current issued share capital at the close of business on 16 February 2009 consists of 108,670,588 Raven Mount Shares of 0.1 pence each. Raven Russia holds no Raven Russia Ordinary Shares in treasury. Raven Russia (Guernsey) 2 Limited, a subsidiary undertaking of Raven Russia, holds 5 million Raven Russia Shares over which it has agreed to waive its voting rights. The International Securities Identification Number for Raven Russia Ordinary Shares is GB00B0D5V538.
In accordance with Rule 2.10 of the City Code, Raven Mount confirms that its current issued share capital at the close of business on 16 February 2009 consists of 108,670,588 Raven Mount Shares. Raven Mount holds 5,728,729 Raven Mount Shares in treasury. The International Securities Identification Number for Raven Mount Shares is GB00B3CRHN14.
Overseas territories
The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than England and Wales should inform themselves about, and observe, any applicable requirements. In particular, no offer will be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction and subject to certain exceptions no offer will be capable of acceptance by any such use, means instrumentality or facility or from within those territories. Copies of this announcement and any related offer documentation are not being, will not be, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction.
This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities nor shall there be any sale, issuance or transfer of the securities referred to in the announcement in the United States or any jurisdiction in contravention of applicable law.
The Preference Shares and Warrants have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district, province or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction. No regulatory clearances in respect of the Preference Shares or Warrants have been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, the Preference Shares and Warrants are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction or to or for the account or benefit of any resident of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdictions.
The availability of an offer to Raven Mount Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be made available in due course as appropriate.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Raven Russia or of Raven Mount, all "dealings" in any "relevant securities" of Raven Russia or Raven Mount (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Possible Offer becomes or is declared unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Raven Russia or of Raven Mount, they will deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Raven Russia or of Raven Mount, by Raven Russia or Raven Mount, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward-looking statements
This document may contain "forward-looking statements" concerning Raven Russia and Raven Mount. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as changes in general economic and business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should not be placed on such statements. Neither Raven Russia nor Raven Mount intends or assumes any obligation to update these forward-looking statements other than as required by law.
Other
Each Unit has an assumed value of £1.00 based on the issue price pursuant to the Placing. The Units are expected to be admitted to trading in due course, at which time the market price may be greater or lesser than £1.00 for each Unit. Of the assumed value of £1.00 for each Unit the Independent Raven Mount Board Committee attributes £0.99 of value to each Preference Share and £0.01 of value to each Warrant.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"AIM" means the AIM Market of the London Stock Exchange plc.
"associate" shall be construed in accordance with section 988 of the Companies Act.
"City Code" means the City Code on Takeovers and Mergers issued by the Panel.
"Companies Act" means the Companies Act 2006.
"Enlarged Group" means the Raven Russia Group as enlarged following consummation of an offer for Raven Mount.
"Independent Raven Mount Board Committee" means the committee of the directors of Raven Mount comprising the Independent Raven Mount Directors.
"Independent Raven Mount Directors" means the independent directors of Raven Mount.
"Numis Securities" means Numis Securities Limited.
"Offer Document" means the document to be sent to Raven Mount Shareholders if the Possible Offer proceeds.
"Official List" means the Official List of the UK Listing Authority.
"Oriel Securities" means Oriel Securities Limited.
"Panel" means the Panel on Takeovers and Mergers.
"Placing" means the proposed placing of Units announced by Raven Russia today.
"Placing Announcement" means the announcement issued by Raven Russia today in relation to the Placing.
"Possible Offer" means a possible offer made by Raven Russia to acquire the entire issued and to be issued share capital of Raven Mount.
"Preference Shares" means the cumulative redeemable preference shares of £0.01 each in the capital of Raven Russia, the principal terms of which are set out in the Placing Announcement.
"Raven Mount" means Raven Mount Group plc.
"Raven Mount Shareholders" means holders of Raven Mount Shares.
"Raven Mount Shares" means the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 0.1 pence each in the capital of Raven Mount.
"Raven Russia" means Raven Russia Limited.
"Raven Russia Board" means the board of directors of Raven Russia.
"Raven Russia Group" means Raven Russia and its subsidiary undertakings from time to time.
"Raven Russia Ordinary Share" means an ordinary share of £0.01 in the capital of Raven Russia.
"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Raven Russia or Raven Mount if information or documentation concerning the Possible Offer or any offer is sent or made available to Raven Mount Shareholders in that jurisdiction.
"Treasury Share" means any share held as a treasury share as defined in section 162(A)(3) of the Companies Act 1985.
"UK Listing Authority" means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000.
"United States" means the United States of America, its territories and possessions, the District of Columbia and all other areas subject to its jurisdiction.
"Units" means the units, each consisting of one Preference Share and one Warrant.
"Warehouse(s)" means the entire spectrum of both newly-built and existing Warehouse buildings, including, but not limited to, high bay logistics buildings, cold storage, industrial and manufacturing factories, light assembly, storage depots, retail Warehouses, leisure boxes, multiplexes, supermarkets, exhibition centres, refineries and multi-storey Warehouse buildings, any of which may have an office content.
"Warrant" means a warrant to subscribe for 1 Raven Russia Ordinary Share at 25 pence per Raven Russia Ordinary Share and "Warrants" shall be construed accordingly, the principal terms of which are set out in the Placing Announcement.
In this announcement (including in the definitions of "Raven Mount Shares" and "Possible Offer"):
a) any reference to a share or shares of Raven Mount being or to be "unconditionally allotted or issued" on or before a specified date, excludes any Raven Mount Share held by Raven Mount as a Treasury Share but includes any Raven Mount Share that ceases or will cease to be held as a Treasury Share before the specified date;
b) any reference to the entire or all of the "issued and to be issued" share capital of Raven Mount or Raven Mount Shares shall be construed accordingly; and
c) percentages of voting rights, share capital and relevant Raven Mount securities and relevant Raven Russia securities are calculated by reference to the relevant percentage held and in issue outside treasury.
Related Shares:
RAV.LRAV.L