1st Aug 2008 07:00
Not for release, publication or distribution in or into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (each a "Restricted Jurisdiction").
1 August 2008Tender Offer on behalf of Wenhedge to purchase up to 4,500,000 Beale Shares at 36 pence per share
Introduction
On behalf of Wenhedge, a company wholly-owned by Andrew Perloff, JEP offers to acquire by tender, on the terms and subject to the conditions set out in the Tender Offer document and in the Tender Form, up to 4,500,000 Beale Shares as follows:
For each Beale Share 36 pence in cash
At the date of this announcement, Andrew Perloff, through his pension fund Maland Pension Fund, holds 1,295,000 Beale Shares, which represents 6.31 per cent. of the issued ordinary share capital of Beale. No person deemed to be acting in concert with Wenhedge or Mr Perloff owns or has rights over any Beale Shares.
If the Tender Offer is accepted in full, Mr Perloff will be beneficially interested in 5,795,000 Beale Shares, which would represent 28.23 per cent. of the issued ordinary share capital of Beale.
Beale share price
The tender price of 36 pence per Beale Share represents a premium of 50 per cent. over the bid price of 24.00 pence at the close of business on 31 July 2008, being the latest practicable date prior to the posting of the Tender Offer.
The tender price of 36 pence per Beale Share represents a premium of 36 per cent. over the closing middle market price on 31 July 2008 of 26.50 pence per share.
The tender price of 36 pence per Beale Share represents a premium of 24 per cent. over the offer price of 29.00 pence per share at the close of business on 31 July 2008.
Terms of the Tender Offer
The Tender Offer is subject to the following terms.
1. Beale Shares may be tendered under the Tender Offer at a price of 36 pence per share. Subject to paragraph 3 below, all tenders will be irrevocable.
2. Shareholders may tender all or any part of their holdings.
3. The Tender Offer is conditional on the receipt by Wenhedge of tenders totalling not less than 205,248 Beale Shares, representing one per cent. of the issued Beale Shares on 31 July 2008 (the latest practicable date prior to the posting of the Tender Offer document). This condition may not be waived. Accordingly, if the condition is not satisfied by 1.00 p.m. on 25 August 2008, the Tender Offer will be void.
4. The Tender Offer will close at 1.00 p.m. on 25 August 2008. No tenders received after that time will be accepted.
5. Beale Shares successfully tendered will be acquired by Wenhedge fully paid and free from all liens, charges, equitable interests and encumbrances and together with all rights attaching thereto, including the right to all dividends and other distributions declared, made or paid after the date of the Tender Offer document and the right to attend and vote at any general meeting of Beale after the Tender Offer has closed.
6. If tenders for more than 4,500,000 Beale Shares are received, the tenders will be scaled down pro rata (fractions being ignored).
7. The results of the Tender Offer and, if applicable, the extent to which tenders will be scaled down, will be announced by 8.00 a.m. on 26 August 2008, the business day following the closing of the Tender Offer.
8. In respect of Beale Shares held in certificated form, all tenders must be made on the Tender Form which accompanies the Tender Offer document. Tender Forms must be duly completed in accordance with the instructions set out in the Tender Offer document and in the Tender Form, which (together with the notes in the Tender Form) constitute part of the terms of the Tender Offer. A tender of certificated shares will only be valid where the procedure for tendering set out in the Tender Offer document and in the Tender Form is complied with.
9. In respect of Beale Shares held in uncertificated form, all tenders must be made in accordance with the instructions set out in the Tender Offer document. A tender of uncertificated shares will only be valid when that procedure set out in the Tender Offer document is complied with.
Shareholders holding Beale Shares in uncertificated from should not complete the Tender Form.
10. The Tender Offer and all tenders will be governed by and construed in accordance with English law and delivery of a Tender Form or receipt of the TTE instruction will constitute submission to the jurisdiction of the English courts.
11. No person outside the UK receiving a copy of the Tender Offer document or any Tender Form may treat the same as constituting an invitation or offer to him unless the Tender Offer is lawfully made in the relevant territory. It is the responsibility of any such person to satisfy himself as to full observance of the laws of that territory.
12. All documents and remittances sent by or to Shareholders will be sent at the risk of the person entitled to them. If the Tender Offer does not become unconditional and lapses, Tender Forms, share certificates and other documents of title will be returned by post not later than five business days after the date of such lapse, or, in the case of Beale Shares held in uncertificated form, the Escrow Agent will provide instructions to Euroclear to transfer all Beale Shares held in escrow balance by TFE instruction to the original available balances to which those Beale Shares relate.
13. If part only of a holding of Beale Shares is successfully tendered pursuant to the Tender Offer, the relevant Shareholder will be entitled to the following:
(a) if Beale Shares are held in certificated form - a certificate in respect of the unsold Beale Shares; or
(b) if Beale Shares are held in uncertificated form - the transfer by the Escrow Agent by TFE instruction to the original available balances of those unsold Beale Shares.
14. Further copies of the Tender Form may be obtained on request from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
15. All questions as to the number of Beale Shares tendered and the validity, eligibility (including the time of receipt) and acceptance for payment of any tender of Beale Shares will be determined by JEP in their sole discretion, which determination shall be final and binding on all of the parties (except as otherwise required under applicable law). JEP reserves the absolute right to reject any or all tenders they determine not to be in proper form or the acceptance or payment for which may, in the opinion of JEP, be unlawful. JEP also reserves the absolute right to waive any of the terms of the Tender Offer and any defect or irregularity in the tender of any particular Beale Shares or any particular Shareholder. No tender of Beale Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be dispatched until after the Tender Form is complete in all respects and the share certificates and /or other document(s) of title satisfactory to JEP have been received or (as the case may be) the relevant TTE instruction has settled. None of Wenhedge, Andrew Perloff, JEP, Capita Registrars or any other person is or will be obliged to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
16. The failure of any person to receive a copy of the Tender Offer document or the Tender Form shall not invalidate any aspect of the Tender Offer.
Overseas Shareholders
(i) The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to tender Beale Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Tender, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and JEP and Wenhedge and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.
(ii) In particular, the Tender Offer is not being made directly or indirectly in or into or by use of the mails or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) or interstate or foreign commerce, or any facility of a national securities exchange, of the United States, nor is it being made directly or indirectly in or into Canada, Australia, South Africa or Japan and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, South Africa or Japan.
Accordingly, copies of the Tender Offer document, the Tender Forms and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia, South Africa or Japan, including to Shareholders with registered addresses in the United States, Canada, Australia, South Africa or Japan or to persons who are custodians, nominees or trustees holding shares for persons in the United States, Canada, Australia, South Africa or Japan. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from the United States, Canada, Australia, South Africa or Japan or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in the United States, Canada, Australia, South Africa or Japan or otherwise dispatched from the United States, Canada, Australia, South Africa or Japan and all accepting Shareholders must provide addresses outside the United States, Canada, Australia, South Africa or Japan for the remittance of cash or return of Tender Forms.
(iii) If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Tender Offer document, the Tender Forms or any related documents in, into or from the United States, Canada, Australia, South Africa or Japan or uses the mails or, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia, South Africa or Japan in connection with such forwarding, such persons should (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.
(iv) The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Wenhedge in its absolute discretion but only if Wenhedge is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law.
(v) The provisions of this paragraph supersede any terms of the Tender Offer inconsistent with this paragraph.
Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.
Taxation
The disposal of Beale Shares pursuant to the Tender Offer will constitute a disposal of Beale Shares for the purposes of UK taxation on capital gains and may give rise to liability to taxation. Liability to UK taxation on capital gains will depend on the individual circumstances of holders of Beale Shares. Any holder of Beale Shares who is in any doubt as to his own tax position should consult his professional adviser.
Enquiries:
John East & Partners Limited David Worlidge (Financial Advisers to Wenhedge Limited) Tel: 020 7628 2200
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
This announcement does not constitute, or form any part of, an offer or invitation to purchase any securities or a solicitation or an offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer is being made solely by the Tender Offer document and the Tender Form, which contain the full terms and conditions of the Tender Offer, including details of how the Tender Offer may be accepted.
The availability of the Tender Offer to Beale Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Beale Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdictions. The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of mail, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce, or by any facilities of a national securities exchange of, Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other Restricted Jurisdiction and the Tender Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement, the Tender Offer document, the Tender Form and any related offering documents are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other Restricted Jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute copies of this announcement, the Tender Offer document, the Tender Form and any related offering documents in, into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America.
John East & Partners Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Wenhedge and no one else in connection with the Tender Offer and will not be responsible to anyone other than Wenhedge for providing the protections afforded to customers of John East & Partners Limited or for providing the protections afforded to customers of John East & Partners Limited nor for giving advice in relation to the Offer or any other matter referred to in this announcement
John East & Partners Limited has approved this announcement for the purposes of Section 21 of the Financial Services and Markets Act 2000.
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
"Act" the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provision of the Companies Act 2006 for the time being in force "Australia" the Commonwealth of Australia, its states, territories or possessions "Beale" Beale PLC "Beale Shares" ordinary shares of 5 pence each in the capital of Beale "business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London "Canada" Canada, its provinces, possessions and all areas subject to its jurisdiction and any political sub-division thereof "Capita Registrars" a trading name of Capita Registrars Limited "Certificated" or "in shares in certificated form, that is, not in CREST Certificated Form" "Closing Date" 1.00 p.m. on 25 August 2008 "CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by Euroclear in accordance with the Regulations "CREST Manual" the CREST Reference Manual referred to in agreements entered into by Euroclear "CREST member" a person who is, in relation to CREST, a system-member (as defined in the Regulations) "CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the Regulations) "CREST payment" has the meaning given to that term in the CREST Manual "CREST sponsor" a person who is, in relation to CREST, a sponsoring system-participant (as defined in the Regulations) "CREST sponsored member" a CREST member admitted to CREST as a sponsored member "Escrow Agent" Capita Registrars "Euroclear" Euroclear UK & Ireland Limited "FSMA" the Financial Services and Markets Act 2000 (as amended) "Japan" Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof "JEP" John East & Partners Limited "London Stock Exchange" London Stock Exchange plc "member account ID" the identification code or number attached to any member account in CREST "Overseas Shareholders" Beale Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK "participant ID" the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended) "Restricted Jurisdiction" the United States, Australia, Canada, South Africa or Japan or any other jurisdiction where the extension or acceptance of the Offer would violate the relevant laws of that jurisdiction "Shareholder" a holder of Beale Shares "Tender Form" the tender form issued by Wenhedge for use by Shareholders in connection with the Tender Offer "Tender Offer" the tender offer by JEP, on behalf of Wenhedge, to Shareholders to tender their Beale Shares on the terms and conditions set out in the Tender Offer document and the Tender Form and, where the context admits, any revision or subsequent version, variation, extension or renewal thereof "TFE Instruction" a transfer from escrow instruction (as defined in the CREST Manual) "TTE Instruction" a transfer to escrow instruction (as defined in the CREST Manual) "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "uncertificated" or "in recorded on the register of members of Beale as uncertificated form" being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST "USA" or "United States" the United States of America, its possessions and territories, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia "Wenhedge" Wenhedge Limited, a company wholly-owned by Andrew Perloff
All references to legislation in this announcement are to English legislation unless the contrary is indicated. Save where otherwise stated, for the purpose of this announcement, "subsidiary undertaking" and "associate" have the respective meanings given to them by the Act.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Any reference to any provision of any legislation shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
All references to time in this announcement are to London time.
vendorRelated Shares:
BAE.L