Port Invest B.V (-) Port Invest B.V: OFFER EXTENSION, SETTLEMENT AND ACCEPTANCE LEVEL UPDATE 23-May-2019 / 10:03 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 7.00AM 23 MAY 2019 Recommended Offer by Port Invest B.V. for Nature Group Plc OFFER EXTENSION, SETTLEMENT AND ACCEPTANCE LEVEL UPDATE 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"). 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 and on 27 March 2019, the Offer was declared wholly unconditional in all respects and it was confirmed that the Offer would remain open for acceptances until 1.00 p.m. (London time) on 10 April 2019. On 11 April 2019, it was announced that the Offer was being extended and would remain open for acceptances until 1.00 p.m. (London time) on 24 April 2019 and on 25 April 2019, it was announced that the Offer was being extended and would remain open for acceptances until 1.00 p.m. (London time) on 8 May 2019. On 9 May 2019, it was announced that the Offer was being extended and would remain open for acceptances until 1.00 p.m. (London time) on 22 May 2019. EXTENSION OF OFFER The Offer, which remains subject to the terms and conditions set out in the Offer Document and Form of Acceptance, is being extended and will remain open for acceptances until the next closing date, which is 1.00 p.m. (London time) on 5 June 2019 (or such later time(s) or date(s) as Port Invest may determine, subject to the consent of the Panel, where required). SETTLEMENT Despatch of cheques for cash consideration to which any Shareholder is entitled under the Offer will be dispatched to validly accepting Shareholders (i) in the case of acceptances received, valid and complete in all respects, within 14 days of the date of this announcement or (ii) in the case of acceptances received, valid and complete in all respects, after the date of this announcement, within 14 days of such receipt. ACTION TO BE TAKEN 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 5 June 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 22 May 2019, valid acceptances had been received by or on behalf of Port Invest in respect of a total of 53,403,446 Nature Group Shares (representing approximately 67.36 per cent. of the issued share capital of Nature Group and 88.59 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 22 May 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). - 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 22 May 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 22 May 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 other response in relation to the Offer should be made only on the basis on the information contained in the Offer Document. This announcement has been prepared for the purpose of complying with English law 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 of England. Port Invest and Nature Group urge Shareholders to read the Offer Document because it contains important information relating to the Offer. The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons
(MORE TO FOLLOW) Dow Jones Newswires
May 23, 2019 05:05 ET (09:05 GMT)