TAMAR EUROPEAN INDUSTRIAL FUND LTD
FOR IMMEDIATE RELEASE
4 August 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER BY
LUX 30 STARLIGHT EUR S.À R. L. ("Lux Starlight")
FOR
THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
TAMAR EUROPEAN INDUSTRIAL FUND LIMITED ("TEIF")
Offer declared unconditional in all respects
On 16 June 2014 Lux Starlight and TEIF announced that they had reached agreement on the terms of a recommended cash offer (the "Offer ") to be made by Lux Starlight for the entire issued and to be issued ordinary share capital of TEIF. The full terms of, and conditions to, the Offer together with the procedures for acceptance, were set out in an offer document in relation to the Offer issued on 3 July 2014 (the "Offer Document ").
All conditions to the Offer have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.
Level of acceptances
As required by the City Code, Lux Starlight announces that as at 1.00pm on 4 August 2014 (being the First Closing Date for the Offer), Lux Starlight received valid acceptances in respect of 134,906,644 TEIF shares representing approximately 96.36 per cent. of the entire issued share capital of TEIF.
These acceptances include acceptances received in respect of 21,235,308 TEIF shares in aggregate representing approximately 15.16 per cent. of the entire issue share capital of TEIF which were subject to irrevocable undertakings:
1) Weiss Asset Management, L.P., in its capacity as investment manager to Brookdale International Partners, LP and Brookdale Global Opportunity Fund in respect of 20,773,541 TEIF Shares, representing 14.84 per cent . of the existing issued ordinary share capital of TEIF.
2) The TEIF board of directors in respect of their beneficial holdings amounting to 461,767 representing in aggregate 0.33 per cent. of the existing issued ordinary share capital of TEIF.
Acceptances have also been received in respect of 41,707,825 TEIF shares representing 29.79 per cent. of the existing issued ordinary share capital of TEIF, which were subject to the Letter of Intent provided by Laxey Partners.
The percentages of TEIF shares referred to in this announcement are based upon a figure of 140,000,000 TEIF shares in issue.
Acceptance of the Offer
The Offer will remain open for acceptances until further notice and at least 14 days' notice will be given when Lux Starlight decides to close the Offer.
Full details for accepting the Offer are set out in the Offer Document and, where relevant, the accompanying Form of Acceptance. TEIF shareholders who have not yet accepted, and wish to accept, the Offer should take action to accept the Offer as soon as possible.
Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise.
Compulsory acquisition
As set out in the Offer Document, Lux Starlight intends to exercise its rights under Part XVIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law (Guernsey) "), to acquire compulsorily the remaining TEIF shares to which the Offer relates on the same terms as the Offer.
As Lux Starlight has received acceptances in excess of 90 per cent. in value of the TEIF shares, Lux Starlight will as soon as practicable send notices pursuant to Part XVIII of the Companies Law (Guernsey) to the shareholders who have not accepted the Offer to acquire compulsorily all outstanding TEIF shares on the same terms as originally available under the Offer. Pursuant to Part XVIII of the Companies Law (Guernsey), this notice will be sent no earlier than 3 November 2014, being four months after the date of making of the Offer by Lux Starlight. A further announcement will be made in due course on the timing of the compulsory acquisition notices.
De-listing
As Lux Starlight is in receipt of valid acceptances in respect of 96.36per cent. of the existing issued share capital of TEIF, Lux Starlight intends to procure that TEIF applies to the UK Listing Authority for cancellation of the listing of the TEIF shares from the Official List and to the London Stock Exchange for cancellation of trading of the TEIF shares on its market for listed securities. As stated in the Offer Document, because this announcement confirms that Lux Starlight has acquired or agreed to acquire over 75 per cent. of the voting rights of TEIF, it is anticipated that the cancellation of listing of and trading in TEIF shares will take effect no earlier than 8.00 a.m. on 2 September 2014, being 20 Business Days after the date of this announcement.
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, on www.mstareurope.co.uk by no later than 12 noon on 5 August 2014.
The contents of TEIF's website, MStar Europe's website nor the contents of any website accessible from hyperlinks on any such websites (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.
The Offer is subject to the provisions of the City Code. In accordance with Rule 30.4 of the City Code, a copy of this announcement will be published on MStar Europe's website at www.mstareurope.co.uk .
Enquiries:
Lux Starlight Tel: +352 26 64 51 21
Oriel Securities (Financial Adviser and Broker ) Tel: +44 (0)20 7710 7600
Roger Clarke
Tara Morrison
This information is provided by RNS
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