DJ Port Invest B.V: RECOMMENDED CASH OFFER for NATURE GROUP PLC by PORT INVEST B.V.
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Port Invest B.V (-)
Port Invest B.V: RECOMMENDED CASH OFFER for NATURE GROUP PLC by PORT INVEST
B.V.
22-Jan-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
22 JANUARY 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
RECOMMENDED CASH OFFER
for
NATURE GROUP PLC
by
PORT INVEST B.V.
SUMMARY
· The Independent Directors of Nature Group plc ("Nature" or the
"Company") and the Board of Directors of Port Invest B.V. ("Port Invest")
are pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Port Invest for all of the issued and
to be issued share capital of Nature other than the shares already owned
by Port Invest (the "Acquisition"). It is to be affected by means of a
takeover offer under the City Code on Takeovers and Mergers (the "Code")
and within the meaning of Part 18 of the Jersey Companies Law (the
"Offer").
· Under the terms of the Offer, Nature Shareholders will be entitled to
receive:
4.5 pence in cash for each Nature Share
· The Acquisition values the entire issued share capital of Nature at
approximately GBP4.21 million on a fully diluted basis.
· The Offer price per Nature Share represents:
· a premium of approximately 43 per cent. to the Closing Price per
Nature Share of 3.15 pence on 27 March 2018 (being the dealing day on
which the Nature Shares were suspended from trading on AIM at 12.30
p.m.); and
· a premium of approximately 12 per cent. to the average Closing Price
per Nature Share of 4.02 pence in the three months to 27 March 2018
(being the dealing day on which the Nature Shares were suspended from
trading on AIM at 12.30 p.m.).
· The Offer will extend to any Nature Shares allotted or issued after the
date of this Announcement and before the Offer closes, including any
Shares issued following the exercise of outstanding options or warrants
over Nature Shares.
· Port Invest was founded in 1986 and provides maritime and oil logistic
services to seagoing vessels, oil majors, inland navigation, offshore
industries and tank storage facilities. Based in Rotterdam, it is a
holding company for six operating subsidiaries and currently owns 23.97
per cent of Nature.
· The Independent Directors (being Berend van Straten and René
Verbruggen), who have been so advised by Mazars Corporate Finance Limited
("Mazars") as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. Mazars is providing
independent financial advice to the Independent Directors for the purposes
of Rule 3 of the Code. In providing its financial advice to the
Independent Directors, Mazars has taken into account the commercial
assessment of the Independent Directors.
· Accordingly, the Independent Directors intend to recommend unanimously
that Nature Shareholders accept the Offer, as the Independent Director who
holds Nature Shares has irrevocably undertaken to do in respect of his own
beneficial holding, amounting in aggregate to 865,000 Nature Shares and
representing approximately 1.1 per cent. of the existing issued share
capital of Nature as at 18 January 2019 (being the latest practicable date
prior to publication of this Announcement).
· The Company has 79,280,655 ordinary shares of GBP0.002 each in issue as at
18 January 2019 (being the latest practicable date prior to the
publication of this Announcement).
The Offer will be made subject to the full terms and conditions to be set
out in the Offer Document.
Further information about the Acquisition, including an indicative timetable
for the implementation of the Offer, will be set out in the Offer Document,
which is expected to be dispatched to Nature Shareholders as soon as
reasonably practicable and, in any event, within 28 days of the date of this
Announcement.
Alexander David Securities Limited ("ADSL") is acting as financial adviser
to Port Invest. Moore Blatch LLP is providing legal advice to Port Invest.
Mazars is acting as financial adviser to Nature in respect of the
Acquisition. Pinsent Masons LLP is acting as legal adviser to Nature.
Commenting on the Acquisition, Lucas Braams, Partner of Port Invest, said:
"Nature has been going through tough financial times and we are certain that
within the Port Invest portfolio of companies, Nature will be able to
contribute to the success of Port Invest."
Andreas Drenthen Chief Executive, of Nature, added:
"Port Invest has a history with ISD, the maritime waste company in
Rotterdam. We look forward to becoming successful and strong with Port
Invest's team and market intelligence."
Berend van Straten, Chairman of Nature and Independent Director added:
"The last 2 years have been frustratingly difficult for Nature. It proved
impossible to secure profitability in both the Oil&Gas business as well as
the Houston operations. In particular, the inability to secure a profitable
business in the Oil&Gas sector was frustrating, as Nature provided
environmentally friendly and cost saving solutions in a recovering market.
As a result - the profits generated in our Rotterdam operations were used to
carry losses in the other sectors and to meet overhead costs. The Nature
Board continued to cut costs and finally managed to return to profitability
in the second half of 2018. The remaining operations - in essence the
Rotterdam based business - were in essence too small to carry an AIM
listing. The Board believes that Port Invest offer of 4.5p per share to be
fair and reasonable and the Independent Directors therefore recommend
shareholders to accept it.
I want to thank all stakeholders for their continued support, patience and
help. In particular, I want to thank those employees that had to leave the
Company during the past couple of years as a result of redundancy and cost
saving activities. I would also like to thank our financing partners DNB
Bank in Norway and ING in the Netherlands for their support during this
difficult period. Last - but not least - I want to thank our employees in
Rotterdam for their continued work and achievements - due to their input we
have managed to keep the Company alive. I sincerely hope that Nature will
succeed under the umbrella of Port Invest should the Offer become
unconditional."
ENQUIRIES
Port Invest B.V. +31 88 501 2500
Bernardus Muller
Nature Group plc + 31 62 680 5605
Berend van Straten
Alexander David Securities Limited (financial adviser to Port Invest B.V.)
+44 (0)20 7448 9820
David Scott
James Dewhurst
Mazars Corporate Finance Limited (Rule 3 adviser to Nature Group plc) +44
(0)20 7063 4000
Stephen Skeels
Simon Fitzsimmons
FURTHER INFORMATION
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement. The Offer will be subject to the Conditions and
further terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Offer Document. Appendix
II to this Announcement contains the sources and bases of certain
information contained in this Announcement, Appendix III contains a summary
of the irrevocable undertaking received in relation to the Offer and
Appendix IV contains definitions of certain expressions used in this summary
and in this Announcement.
This Announcement is not intended to and does not constitute, or form any
part of, an offer to sell or subscribe for or any invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The Offer will be
made solely through the Offer Document which will contain the full terms and
conditions of the Offer, including details of how to act in respect of the
Offer. Any decision or other response to the Offer should be made only on
the basis of the information in the Offer Document. Nature Shareholders are
strongly advised to read the formal documentation carefully in relation to
the Offer once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
This Announcement has been prepared for the purpose of complying with
English and Jersey laws and the 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 the
United Kingdom and Jersey.
The statements contained in this Announcement are made as at the date of
this Announcement, unless some other time is specified in relation to them,
and the making of this Announcement shall not give rise to any implication
that there has been no change in the facts set out in this Announcement
since such date.
Market Soundings
Market soundings, as defined in the Market Abuse Regulation ("MAR"), were
taken in respect of the Offer with the result that certain persons became
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DJ Port Invest B.V: RECOMMENDED CASH OFFER for -2-
aware of inside information relating to the Offer, as permitted by the MAR.
This inside information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are no longer
in possession of inside information relating to Nature and their securities
upon the publication of this Announcement.
Important Notices relating to Financial Advisers
ADSL, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting exclusively for Port Invest
and for no one else in connection with the matters set out in this
Announcement and will not regard any other person as its client in relation
to the matters referred to in this Announcement and will not be responsible
to anyone other than Port Invest for providing the protections afforded to
its clients or for providing advice in relation to the Offer or any other
matter or arrangement referred to in this Announcement.
Mazars, which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for Nature and for no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters referred to in this Announcement and
will not be responsible to anyone other than Nature for providing the
protections afforded to its clients or for providing advice in relation to
the Offer or any other matter or arrangement referred to in this
Announcement.
Overseas jurisdictions
The release, publication or distribution of this Announcement in, and the
availability of the Offer to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom may be restricted
by laws and/or regulations of those jurisdictions. Therefore, any persons
who are subject to the laws and regulations of any jurisdiction other than
the United Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer disclaim any
responsibility and liability for the violation of such restrictions by any
person.
In particular, the ability of persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located. Copies of this Announcement, the Offer Document and any
other formal documentation relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the Offer may
not be made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.
The Offer relates to the shares of a Jersey-registered company and it is
proposed to be made by means of an offer provided for under Jersey law.
Forward-looking statements
This announcement contains certain statements about Port Invest and Nature
which are, or may be deemed to be, forward-looking statements. The
forward-looking statements contained herein include statements about Port
Invest, Nature, the expected effects of the Acquisition on the Nature, the
expected timing of the Acquisition, and all other statements in this
Announcement other than those containing historical facts may be
forward-looking statements. These statements are based on the current
expectations and are naturally subject to uncertainty and changes in
circumstances. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", "subject to", or
other words of similar meaning. By their nature, forward-looking statements
involve risks and uncertainties, because they relate to events and depend on
circumstances that will occur in the future. Forward-looking statements may
include statements relating to the following: future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, losses and future prospects. There are a number of
factors that could cause actual results, outcomes and developments to differ
materially from those expressed in, or implied by, such forward-looking
statements and such statements are therefore qualified in their entirety by
the risks and uncertainties surrounding these future expectations. Many of
these risks and uncertainties relate to factors that are beyond the
entities' ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and locally,
political, economic and regulatory forces, industry trends and competition,
future exchange and interest rates, changes in government and regulation
including in relation to health and safety, the environment, labour
relations and tax rates and future business combinations or dispositions.
For a discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to Nature, refer to the
annual report and accounts for Nature for the financial year ended 31
December 2017. Although it is believed that the expectations reflected in
such forward-looking statements are reasonable, neither Port Invest nor
Nature give any assurance, representation or guarantee that such
expectations will prove to have been correct and such forward-looking
statements should be construed in light of such factors and you are
therefore cautioned not to place reliance on these forward-looking
statements which speak only as at the date of this Announcement. Neither
Port Invest nor Nature assumes any obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law or regulation.
Except as expressly provided in this Announcement, no forward-looking or
other statements have been reviewed by the auditors of Nature.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Nature for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Nature.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this Announcement will
be available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions) free of charge at www.ngrp.com and
www.portinvest.nl by no later than 12.00 noon (London time) on 23 January
2019.
Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting ADSL on +44
(0)20 7448 9820 or Mazars on +44 (0)20 7063 4000. For persons who receive a
copy of this Announcement in electronic form or via a website notification,
a hard copy of this Announcement will not be sent unless so requested. In
accordance with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Information relating to Nature Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Nature Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Nature may be
provided to Port Invest during the Offer Period as required under Section 4
of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to
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be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement
in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
1 per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30pm (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose of Rule
8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror
was first identified. You should contact the Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Nature confirms that as at the
close of business on 18 January 2019, being the last practicable date before
the date of this Announcement, its issued share capital consisted of
79,280,655 ordinary shares of GBP0.002 each. There also remain 1,750,000 share
options in issue. The International Securities Identification Number for the
Nature Shares is JE00B3B5FZ40.
Code Dispensations
The Panel has granted Nature and the Offeror a dispensation from the
requirements under the Code that announcements must be published via a
Regulatory Information Service ("RIS"). The Offeror and Nature are instead
required to publish all announcements on Nature's website at www.ngrp.com.
No announcements other than this Announcement will be sent in hard copy form
to Nature Shareholders.
The Panel has also granted a dispensation from the requirement in Note 3 on
Rule 8 of the Code that disclosures made under Rule 8 of the Code must be
made to a RIS. Therefore, any Opening Position Disclosures and Dealing
Disclosures required under Rule 8 of the Code may be made to Nature by email
to disclosures@ngrp.com and will be published on Nature's website at
www.ngrp.com. A copy must also be sent to the Panel's Market Surveillance
Unit by fax (+44 (0) 20 7236 7013) or by email
(monitoring@disclosure.org.uk).
If you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
22 JANUARY 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
RECOMMENDED CASH OFFER
for
NATURE GROUP PLC
by
PORT INVEST B.V.
1. INTRODUCTION
The Independent Directors of Nature Group plc ("Nature" or the "Company")
and the Board of Port Invest B.V. ("Port Invest") are pleased to announce
that they have reached agreement on the terms of a recommended all cash
offer to be made by Port Invest for all of the issued and to be issued share
capital of Nature other than the shares already held by Port Invest (the
"Offer").
Port Invest was founded in 1986 and provides maritime and oil logistic
services to sea-going vessels, major oil companies, inland navigation,
offshore industries and tank storage facilities. Based in Rotterdam, it is a
holding company for six operating subsidiaries operating in the Netherlands,
Houston (USA) and the Middle East. Port Invest already owns 23.97 per cent.
of the Nature Shares. Further information in relation to Port Invest is set
out in paragraphs 8 and 9 of this Announcement.
2. THE OFFER
Under the terms of the Offer, which will be subject to Conditions and
further terms set out in Appendix I to this Announcement and to be set out
in the Offer Document, Nature Shareholders will be entitled to receive:
4.5 pence in cash for each Nature Share
The Offer values the entire issued and to be issued ordinary share capital
of Nature at approximately GBP4.21 million on a fully diluted basis, and
represents:
· a premium of approximately 43 per cent. to the Closing Price per Nature
Share of 3.15 pence on 27 March 2018 (being the dealing day on which the
Nature Shares were suspended from trading on AIM at 12.30 p.m.); and
· a premium of approximately 12 per cent. to the average Closing Price per
Nature Share of 4.02 pence in the three months to 27 March 2018 (being the
dealing day on which the Nature Shares were suspended from trading on AIM
at 12.30 p.m.).
The Offer will extend to all Nature Shares unconditionally allotted or
issued at the date of the Offer Document other than those already held by
Port Invest, after the date of the Offer Document and before the Offer
closes, including any Nature Shares that may be issued following the
exercise of outstanding options or warrants over Nature Shares.
Under the Offer, the Nature Shares which are to be the subject of the Offer
will be acquired by the Offeror fully paid and free from all liens,
equities, mortgages, charges, encumbrances, rights of pre-emption and other
third party rights or interests of any nature whatsoever and together with
all rights now or hereafter attaching to them, including all voting rights
and the right to receive and retain all dividends and other distributions
(if any) declared, made or paid on or after the date of this Announcement.
The Offer Document containing further information about the Offer will be
published as soon as practicable and, in any event, within 28 days of this
Announcement.
3. BACKGROUND TO AND REASONS FOR THE OFFER
Port Invest presently holds a 23.97 per cent. stake in Nature. Andreas
Drenthen became Chief Executive Officer of Nature in July 2017. He is
currently Chief Executive Officer of Port Invest. Port Invest believes that
Nature provides an attractive opportunity to invest in a business which has
growth potential given the increasing need for the maritime industry to meet
increasingly demanding environmental parameters. Port Invest will seek to
continue Nature's core activities of collecting and treating maritime and
offshore waste in a safe, environmentally sound and socially responsible
manner. It will look to add Nature's solutions to its own maritime services.
Port Invest believes that the current focus on climate change is driving an
ever-increasing demand for renewable, sustainable and
environmentally-friendly working methods and industry standards via tougher
regulation.
Port Invest believes that with its backing, Nature will be better placed to
maximise its future growth and prospects, while continuing to be a
value-added partner to Nature's continuing stakeholders, including,
employees, suppliers and, ultimately, clients globally. The Board consider
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