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Port Invest B.V (-)
OFFER DECLARED WHOLLY UNCONDITIONAL
27-March-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
NOT FOR RELEASE BEFORE 7.00 A.M.
27 March 2019
Recommended Offer
by
Port Invest B.V.
for
Nature Group Plc
OFFER DECLARED WHOLLY UNCONDITIONAL
On 22 January 2019, it was announced that the Independent Directors of
Nature Group Plc ("Nature Group") and the Board of Directors of Port Invest
B.V. ("Port Invest") had reached an agreement on the terms of a recommended
cash offer to be made by Port Invest for the entire issued and to be issued
share capital of Nature Group.
On 19 February 2019, Port Invest published an offer document (the "Offer
Document") setting out the full terms and conditions of its cash offer to
acquire the entire issued and to be issued share capital of Nature Group
(the "Offer") other than the shares already held by Port Invest. Defined
terms used but not defined in this announcement have the same meanings as
set out in the Offer Document.
On 13 March 2019, it was announced that the Offer had become unconditional
as to acceptances. In addition, Port Invest announced that the Offer would
remain open for acceptances for a further 14 days until 1.00 p.m. (London
time) on 26 March 2019 (or such later time(s) or date(s) as Port Invest may
determine, subject to the consent of the Panel, where required).
OFFER DECLARED WHOLLY UNCONDITIONAL
Following the Offer being declared unconditional as to acceptances on 13
March 2019, Port Invest is pleased to announce that all other Conditions
have now either been satisfied or waived and, accordingly, the Offer is
declared wholly unconditional in all respects.
As at 1.00 p.m. (London time) on 26 March 2019, valid acceptances had been
received by or on behalf of Port Invest in respect of a total of 51,856,219
Nature Group Shares (representing approximately 65.40 per cent. of the
issued share capital of Nature Group and 86.02 per cent. of the Nature Group
Shares to which the Offer relates).
The Offer, which remains subject to the terms and conditions set out in the
Offer Document and Form of Acceptance, shall remain open for acceptances for
a further 14 days until 1.00 p.m. (London time) on 10 April 2019 (or such
later time(s) or date(s) as Port Invest may determine, subject to the
consent of the Panel, where required) when the Offer will close.
SETTLEMENT OF CASH CONSIDERATION
As set out in the Offer Document, settlement of the cash consideration to
which any Shareholder is entitled under the Offer will be effected:
? in the case of acceptances received, valid and complete to date, within 14
days of this announcement; and
- in the case of acceptances received, valid and complete in all respects
after this date but whilst the Offer remains open for acceptance, within 14
days of such receipt of such acceptance.
No cash consideration will be sent to an address in a Restricted
Jurisdiction.
ACTION TO BE TAKEN
The Offer, which is hereby declared unconditional in all respects, will
remain open for acceptances for 14 days until 1:00 p.m. (London time) on 10
April 2019. Shareholders who have not yet accepted the Offer are therefore
encouraged to do so without delay.
Shareholders who have not yet accepted the Offer and who wish to do so
should complete and return the Form of Acceptance as soon as possible and in
any event so as to be received by the receiving agent, Computershare, by no
later than 1.00 p.m. (London time) on 10 April 2019.
Full details on how to accept the Offer are set out in the Offer Document.
The Offer Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Port Invest's website at
www.portinvest.nl and Nature Group's website at www.ngrp.com.
Shareholders with any questions relating to the completion and return of the
Form of Acceptance should contact the Computershare on 0370 707 4040 from
within the UK (or on +44 370 707 4040 if calling from outside the UK). Lines
are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday
(except UK public holidays).
LEVEL OF ACCEPTANCES AND INTERESTS IN RELEVANT SECURITIES
As at 1.00 p.m. (London time) on 26 March 2019, valid acceptances had been
received by or on behalf of Port Invest in respect of a total of 51,856,219
Nature Group Shares (representing approximately 65.40 per cent. of the
issued share capital of Nature Group and 86.02 per cent. of the Nature Group
Shares to which the Offer relates).
Of these Nature Group Shares, acceptances have been received in respect of:
- 2,015,000 Nature Group Shares (representing approximately 2.54 per cent.
of the issued share capital of Nature Group) held by persons acting in
concert with Port Invest as follows:
Name Number of Nature Percentage of issued
Group Shares share capital of Nature
Group
Andreas Drenthen 450,000 0.57%
Christian Drenthen 700,000 0.88%
Berend van Straten 865,000 1.09%
- 865,000 Nature Group Shares (representing approximately 1.09 per cent. of
the issued share capital of Nature Group) held by Berend van Straten who had
given an irrevocable undertaking in support of the Offer.
Save as disclosed in this announcement, so far as Port Invest is aware, no
acceptances have been received from persons acting in concert with Port
Invest or in respect of shares which were subject to an irrevocable
commitment or letters of intent procured by Port Invest or any person acting
in concert with Port Invest. Further, neither Port Invest nor, so far as
Port Invest is aware, any persons acting in concert with it are in receipt
of any outstanding irrevocable undertakings or letters of intent to accept,
or procure the acceptance of, the Offer.
As at close of business in London on 25 March 2019 (being the latest
practicable time and date prior to the date of this announcement):
- Andreas Drenthen (the authorised representative of Emergentes Management
B.V.) held options over 260,000 Nature Group Shares (representing
approximately 0.33 per cent. of the issued share capital of Nature Group);
- Berend van Straten held options over 75,000 Nature Group Shares
(representing approximately 0.09 per cent. of the issued share capital of
Nature Group); and
- Port Invest held warrants representing the right to subscribe for
12,500,000 Nature Group Shares (representing approximately 15.77 per cent.
of the issued share capital of Nature Group).
Save as disclosed in this announcement, as at the close of business in
London on 25 March 2019 (being the latest practicable time and date prior to
the date of this announcement), neither Port Invest nor, so far as Port
Invest is aware, any person acting in concert with Port Invest has:
- any interest in, or right to subscribe in respect of, or any short
position in relation to Nature Group relevant securities, including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery
of Nature Group relevant securities; or
- borrowed or lent any Nature Group relevant securities (including any
financial collateral arrangements), save for any borrowed shares which have
been either on-lent or sold.
The references to the issued share capital of Nature Group in this
announcement are based on a figure of 79,280,655 Nature Group Shares in
issue on [26] March 2019.
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 announcement is for information purposes only and is not intended to
and does not constitute, or form part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction
in which such offer, solicitation, sale, issuance or exchange would be
unlawful prior to the registration or qualification under the laws of such
jurisdiction. The Offer is being made solely by means of the Offer Document
and the Form of Acceptance, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any acceptance or
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