20th Sep 2007 14:57
Raven Mount plc20 September 2007 Raven Mount plc ("Raven Mount" or the "Company") Proposed approval of Panel Waivers to be granted by the Panel on Takeovers and Mergers (the "Panel") Notice of Extraordinary General Meeting 20 September 2007 The Board of Raven Mount announces that a circular will be posted toshareholders tomorrow convening an Extraordinary General Meeting of the Companyto be held at 10.00 a.m. on 8 October 2007 (the "EGM"). The purpose of thecircular is to give details to shareholders of proposals for the approval byindependent shareholders at the EGM of two Panel waiver resolutions in relationto (a) the possible exercise by the Company of a share buyback authorityapproved by shareholders at Raven Mount's Annual General Meeting held on 14 May2007 (the "AGM"), and (b) the possible future issue of new Ordinary Sharespursuant to a total of 3,157,142 share options granted to Anton Bilton and BimSandhu, both directors of Raven Mount (together, being the "Waiver Resolutions",the "Proposals" or the "Panel Waivers", as appropriate). The circular also sets out the reasons why the independent directors (being, thedirectors of the Company other than Anton Bilton and Bim Sandhu (the "Independent Directors")), who have been so advised by Shore Capital, considerthe Proposals to be in the best interests of the Company and its Shareholders asa whole and unanimously recommend that independent shareholders vote in favourof the Waiver Resolutions as they intend to do in respect of their ownshareholdings of 979,666 Ordinary Shares, representing approximately 0.9 percent. of the Ordinary Shares in issue at today's date. Background to and reasons for the Panel Waivers Rule 9 of the City Code on Takeovers and Mergers (the "City Code" or "Rule 9",as appropriate) stipulates, inter alia, that if (a) a person acquires, whetherby a series of transactions over a period of time or not, an interest in shareswhich (taken together with shares in which persons acting in concert with himare interested) carry 30 per cent. or more of the voting rights of a company; or(b) a person, together with persons acting in concert with him, is interested inshares which in the aggregate carry not less than 30 per cent. of the votingrights of a company but does not hold shares carrying more than 50 per cent. ofsuch voting rights and such person, or any person acting in concert with him,acquires an interest in any other shares which increases the percentage of thevoting rights in which he is interested; such person will normally be requiredby the Panel to make a general offer to shareholders of that company to acquirethe balance of the equity share capital of that company not held by such personor group of persons acting in concert with him. An offer under Rule 9 must bein cash and at the highest price paid by the person required to make the offeror any person acting in concert with him for any interest in shares in thecompany during the twelve months prior to the announcement of the offer. Under Rule 37 of the City Code, when a company purchases its own voting shares,any resulting increase in the percentage of shares carrying voting rights inwhich a person or group of persons acting in concert is interested will betreated as an acquisition for the purpose of Rule 9 (although a shareholder whois neither a director nor deemed to be acting in concert with a director willnot normally incur an obligation to make an offer under Rule 9). The City Code states that persons are acting in concert if, inter alia, theyco-operate, pursuant to an agreement or understanding (whether formal orinformal) to obtain or consolidate control of a company. A person and each ofits affiliated persons will be deemed to be acting in concert all with eachother. The Panel considers that for these purposes, Anton Bilton and Bim Sandhu,members of their immediate families and certain trusts and entities related tothem and members of their immediate families are acting in concert (the "ConcertParty"). Current shareholding of the Concert Party The aggregate shareholding interests of the Concert Party in the Company as at18 September 2007, being the last practicable date prior to the issue of thisannouncement, was 50,090,682 Ordinary Shares, representing 45.2 per cent. of theissued share capital of the Company. The Concert Party's aggregate shareholdingscould be increased as a result of: • the issue of further shares as deferred consideration for the acquisition of Raven Group; • the conversion of the existing convertible ordinary shares (created in November 2003 when Raven Mount was formed to bid for Swan Hill Group plc) into new Ordinary Shares; • the exercise of the Concert Party Options subject to a waiver (such waiver is described in the paragraph below entitled 'Dispensation from Rule 9 of the City Code in relation to Concert Party Options'); and • the potential purchase by the Company of its own voting shares. Further details of these possible further share issues are set out below: Further consideration for the acquisition of Raven Group In December 2004, the Company acquired the property development businesscontrolled by Anton Bilton and Bim Sandhu and entities connected to them. Theconsideration for such acquisition was satisfied entirely by the allotment ofOrdinary Shares and involved the allotment of initial consideration oncompletion and additional consideration in the period to 31 December 2007.Completion took place on 20 December 2004. The additional consideration becomespayable as and when additional value is generated in the period to 31 December2007 in the land bank that formed part of the property development business thatwas purchased by the Company. The remaining maximum amount of additionalconsideration as at the date of this announcement that could become payable is£1,137,610 in new Ordinary Shares. The Panel agreed in December 2004 to waive any obligation of the Concert Partyto make a general offer to Shareholders under Rule 9 of the City Code arising asa result of the issue of Ordinary Shares to the Concert Party pursuant to theterms of the Acquisition Agreement. Convertible ordinary shares As part of the initial structuring of Raven Mount, 6,000 Convertible OrdinaryShares were issued to the Trust. At the time Anton Bilton and Bim Sandhu wereinterested in those shares in their capacity as potential beneficiaries underthe Trust. This continues to be the case. The Convertible Ordinary Sharesconvert into new Ordinary Shares at the election of the holder by reference to aformula set out in the articles of association of the Company. The Panel agreed in December 2003 to waive any obligation of the Concert Partyto make a general offer to Shareholders under rule 9 of the City Code arising asa result of the conversion of the Convertible Ordinary Shares into OrdinaryShares. Concert Party Options On 8 December 2005, 1,550,000 Unapproved Options (each over an Ordinary Share)were granted to each of Anton Bilton and Bim Sandhu with an exercise price of 80pence per Ordinary Share. The Unapproved Options were granted under theCompany's Unapproved Plan. On 28 April 2006, 28,571 Approved Options (each over an Ordinary Share) weregranted to each of Anton Bilton and Bim Sandhu with an exercise price of 105pence per Ordinary Share. The Approved Options were granted under the ApprovedPlan. Potential purchase by the Company of its own voting shares As outlined above, a resolution was passed at the Annual General Meeting on 14May 2007, that authorised the Company to purchase in the market up to 24,981,000of the Company's Ordinary Shares ("Share Purchase Authority" or "Share Purchase", as appropriate). Dispensation from Rule 9 of the City Code in relation to the Share Purchase At the Annual General Meeting held on 14 May 2007, a resolution was passedauthorising the Company to purchase in the market up to 24,981,000 OrdinaryShares, representing approximately 20 per cent. of the Company's fully dilutedshare capital. The Directors may use the authority to allow Raven Mount topurchase shares out of distributable profits of the Company to be held astreasury shares, which may then be cancelled, sold for cash or used to meet theCompany's obligations under its employee share options plans. If the Company makes a Share Purchase permitted by the Share Purchase Authority,the percentage increase in the combined interests in the Company of the ConcertParty and/or members of the Concert Party as a result of such purchases couldoblige the Concert Party and/or any members of the Concert Party to make ageneral offer to all Shareholders pursuant to Rule 9 of the City Code. However,the Panel has agreed, subject to the approval of Independent Shareholders on apoll, to waive any obligation to make a general offer that would otherwise ariseas a result of any Share Purchase. Dispensation from Rule 9 of the City Code in relation to Concert Party Options If either of Anton Bilton or Bim Sandhu exercises any of the Concert PartyOptions, the percentage increase in the combined interests in the Company of theConcert Party and/or members of the Concert Party as a result of such exercisecould oblige the Concert Party and/or members of the Concert Party to make ageneral offer to all Shareholders pursuant to Rule 9 of the City Code. The City Code stipulates that whilst the granting of options does not give riseto an obligation to make a general offer, the exercising of options will beconsidered to be an acquisition of an interest in shares and will require anoffer to be made unless the granting of the options was approved by a vote ofindependent shareholders. If there was no such vote at the time of granting ofthe options (as is the case with the Concert Party Options), the Panel would notnormally permit a Company to 'retrospectively' seek a waiver of its obligationsunder Rule 9. No such vote took place at the time of granting of the ConcertParty Options described in this paragraph. The alternative to a waiver in the circumstances would be a requirement for theConcert Party to find, in advance, purchasers for any new shares issued uponexercise of the options. The Panel has agreed, subject to the approval ofIndependent Shareholders on a poll, to waive any obligation to make a generaloffer that would arise otherwise as a result of any exercise of any ConcertParty Options. The Panel has agreed to this waiver on the basis that theIndependent Directors, who have been so advised by Shore Capital, believe thatit is in the best interests of Shareholders for the Independent Shareholders toapprove this waiver at this time. Panel Waivers Following an application by the Independent Directors, the Panel has agreed,subject to the approval of the Waiver Resolutions on a poll by IndependentShareholders at the EGM, to grant the Panel Waivers. The effect of the PanelWaivers, if approved by Independent Shareholders, would be that the ConcertParty would not be required to make a general offer under Rule 9 of the CityCode that would otherwise arise due to the increase in the aggregate holding ofthe Concert Party resulting from the purchase by the Company of its own OrdinaryShares pursuant to the Share Purchase Authority and/or the exercise of ConcertParty Options. The Waiver Resolutions to approve the Panel Waivers are subject to the approvalof the Independent Shareholders on a poll and each Independent Shareholder willbe entitled to one vote for each Ordinary Share held. The IndependentShareholders are the Shareholders other than members of the Concert Party. EGM An extraordinary general meeting of the Company will be held at Berwin LeightonPaisner LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HA on 8October 2007 at 10.00 a.m. to approve the Proposals. Document availabilityAn electronic copy of the shareholder circular can be accessed at the Company's website: www.ravenmount.co.uk Enquiries:Raven Mount plc 020 7235 0422Mark Kirkland Finance Director Shore Capital and Corporate Limited 020 7408 4090Guy Peters/Pascal Keane Notes for Editors: Raven Mount is an AIM listed company whose principal areas of operation areproperty fund management, property development and the development and operationof Independent Living facilities. Raven Mount was founded in November 2003 by Anton Bilton (Executive Chairman),Bim Sandhu (Chief Executive) and Glyn Hirsch (Executive Deputy Chairman) andtook control of Swan Hill Group PLC, the housebuilder, in December 2003 in ahostile takeover supported by Swan Hill's four largest shareholders. In December 2004, shareholders approved the reversal of Anton Bilton and BimSandhu's private residential development group, Raven Property Holdings plc, fora total consideration of up to £40 million payable in Raven Mount shares andbegan a strategic reinvention of the business. In July 2005, Raven Mount subscribed £10 million towards the £153 million (153million shares) flotation of Raven Russia Limited ('Raven Russia') on AIM. RavenRussia was formed at Raven Mount's instigation as a vehicle for institutionalshareholders to invest in the Russian property market with an initial focus onthe Warehouse property market in the Moscow and St Petersburg regions. RavenMount's wholly owned subsidiary, Raven Russia Property Management Limited, actsas the property adviser to Raven Russia. In April 2006, Raven Russia raised afurther £310 million through the placing of 270 million shares at £1.15 each. Raven Mount is actively involved in the development and management ofIndependent Living facilities for the elderly through its Audley brand in whichit has a 75% interest with the remaining 25% being owned by the management team. Audley has commenced development on four separate schemes, representing a totalof 408 individual units, at St. Elphins (Matlock), Mote House (Maidstone),Inglewood (Berkshire) and Ilkley (Yorkshire). Audley manages existing facilitiesat Willicombe Park (Tunbridge Wells), Flete House (Devon) and Hollins Hall(Harrogate), totaling 168 units under management. In addition, Raven Mount continues to investigate suitable resort/second homeopportunities, both in the UK and internationally. Raven Mount currently hasoutline planning committee consent, in a joint venture with John Hitchcox andYoo Limited, comprising a hotel and 160 second homes in 650 acres in theCotswolds. The principle shareholders of Raven Mount are Anton Bilton and Bim Sandhu, whosecombined interests equate to 43.2% of the issued share capital. Other majorshareholders are Schroder Investment Management (12.5%), SilchesterInternational Investors (6.9%), Deutsche Bank AG London (5.7%), Laxey (3.4%) andMan Financial (3.2%). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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