4 July 2008
HILTON VENTURES PLC
("Hilton" or "the Company")
Option Agreement
Manchester based Hilton Ventures Plc (PLUS: HTVO), the short term property
finance company, is pleased to announce that it has granted an option to
subscribe for 600,000,000 ordinary shares of 0.075p each ("Ordinary Shares") at
a price of 0.25p to Northern Lynx Plc ("Option"). The Option will be
exercisable for a period of three years from the date of grant.
The Option gives rise to certain requirements under the City Code on Takeovers
and Mergers ("City Code"), compliance with which is regulated by the Panel on
Takeovers and Mergers ("Panel").
Rule 9 of the City Code stipulates, inter alia, that if (a) a person acquires,
whether by a series of transactions over a period of time or not, an interest
in securities which (taken together with securities in which persons acting in
concert with him are 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 in securities which in the aggregate carry not less
than 30 per cent. of the voting rights of a company but does not hold
securities carrying more than 50 per cent. of such voting rights and such
person, or any person acting in concert with him, acquires an interest in any
other securities which increases the percentage of the voting rights in which
he is interested; such person will normally be required by the Panel to make a
mandatory offer to shareholders of that company to acquire the balance of the
equity share capital of that company not held by such person or group of
persons acting in concert with him ("Mandatory Offer"). A Mandatory Offer under
Rule 9 must be in cash and at the highest price paid by the person required to
make the offer or any person acting in concert with him for any interest in
securities in the company during the twelve months prior to the announcement of
the Mandatory Offer.
Upon admission of the Company's entire issued share capital to trading on the
PLUS-quoted Market ("Admission"), certain of the Company's shareholders,
including Northern Lynx, were deemed to be acting in concert. Those members of
such concert party who continue to be interested in Ordinary Shares in the
Company continue to be deemed as acting in concert ("Concert Party").
The Concert Party currently holds 185,716,666 Ordinary Shares being 54.72 per
cent. of the entire issued share capital of the Company. Northern Lynx
currently holds 116,000,000 Ordinary Shares, representing 34.18 per cent. of
the entire issued share capital of the Company.
Following full exercise of the Option, provided no member of the Concert Party
disposes of or acquires any Ordinary Shares and if no other Ordinary Shares are
issued by the Company, Northern Lynx would be interested in 716,000,000
Ordinary Shares representing 76.22 per cent. of the enlarged issued share
capital of the Company, and the Concert Party would be interested in aggregate
in 83.05 per cent. of the enlarged issued share capital of the Company.
Pursuant to Note 4 of Rule 9.1 of the City Code, the Panel has agreed that no
obligation will arise for Northern Lynx to make a Mandatory Offer for the
entire issued share capital of the Company that would otherwise arise under
Rule 9, following full or partial exercise of the Option. While the Concert
Party remains interested in more than 50 per cent. of the voting rights of the
Company it will be able to increase its aggregate interest in the issued share
capital of the Company without incurring any obligation to make a Mandatory
Offer. Individual members of the Concert Party, however, with the exception of
the exercise of the Option by Northern Lynx, will not be able to increase their
individual interests through or between either of the relevant thresholds in
Rule 9 of the Takeover Code without the consent of the Panel.
Upon Admission in October 2006 the Company granted to Northern Lynx an option
to subscribe for a maximum of 26,000,000 Ordinary Shares. Both Northern Lynx
and the Company have entered into a deed of full release in respect of such
option.
- ends -
For further information:
Hilton Ventures Plc
Graham Alcock Tel: 0161 886 0500
Gth media relations
Toby Hall Tel: 020 7153 8039/8035
Atlantic Law Llp
Shalina Jinnah Tel: 020 7616 2888
The directors of Hilton Ventures Plc accept responsibility for this
announcement.
END
© 2008 PR Newswire
