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Port Invest B.V: OFFER EXTENSION, SETTLEMENT AND -2-

DJ Port Invest B.V: OFFER EXTENSION, SETTLEMENT AND ACCEPTANCE LEVEL UPDATE

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)

who are not resident in the United Kingdom or who are subject to the laws of 
other jurisdictions should inform themselves of, and observe, any applicable 
       legal and regulatory requirements. Further details in relation to the 
   Overseas Shareholders are contained in the Offer Document. Any failure to 
   comply with the applicable restrictions may constitute a violation of the 
securities laws of any such jurisdiction. To the fullest extent permitted by 
applicable law, the companies and persons involved in the Offer disclaim any 
   responsibility or liability for the violation of such restrictions by any 
            person. 
 
      Unless otherwise determined by Port Invest or required by the Code and 
      permitted by applicable law and regulation, the Offer will not be made 
            available, directly or indirectly, in, into or from a Restricted 
 Jurisdiction where to do so would violate the laws in that jurisdiction and 
           no person may vote in favour of the offer by any such use, means, 
       instrumentality or form within a Restricted Jurisdiction or any other 
   jurisdiction if to do so would constitute a violation of the laws of that 
    jurisdiction. Accordingly, copies of this announcement and all documents 
           relating to the Offer are not being, and must not be, directly or 
  indirectly, mailed or otherwise forwarded, distributed or sent in, into or 
from a Restricted Jurisdiction where to do so would violate the laws in that 
     jurisdiction, and persons receiving this announcement and all documents 
    relating to the Offer (including custodians, nominees and trustees) must 
observe these restrictions and must not mail or otherwise distribute or send 
   them in, into or from such jurisdictions where to do so would violate the 
            laws in that jurisdiction. 
 
   The availability of the Offer to Shareholders who are not resident in the 
 United Kingdom may be affected by the laws of the relevant jurisdictions in 
 which they are resident. Persons who are not resident in the United Kingdom 
      should inform themselves of, and observe, any applicable requirements. 
 
   Further details in relation to Overseas Shareholders are contained in the 
            Offer Document. 
 
            Dealing and Opening Position Disclosure Requirements of the Code 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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 3.30 p.m. (London time) on the 10th business day 
   following the commencement of the offer period and, if appropriate, by no 
   later than 3.30 p.m. (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% 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 3.30 p.m. 
        (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. 
 
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). 
 
   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 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. 
 
            Information relating to Shareholders 
 
      Please be aware that addresses, electronic addresses and certain other 
   information provided by Shareholders, persons with information rights and 
  other relevant persons for the receipt of communications from Nature Group 
    may be provided to Port Invest during the Offer Period as required under 
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code. 
 
            Publication on website and hard copies 
 
    This announcement and the documents required to be published pursuant to 
  Rule 26.1 of the Code will be available free of charge, 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 by no later than 12.00 noon (London time) on the Business Day 
            following this announcement. 
 
 Neither the content of any website referred to in this announcement nor the 
  content of any website accessible from hyperlinks is incorporated into, or 
            forms part of, this announcement. 
 
     Shareholders may request a hard copy of this announcement by contacting 
         Alexander David Securities Limited on +44 (0)20 7448 9820 or Mazars 
 Corporate Finance Limited on +44 (0)20 7063 4000. You may also request that 
    all future documents, announcements and information to be sent to you in 
            relation to the Offer should be in hard copy form. 
 
Category Code: OFB - Port Invest B.V 
TIDM:          - 
Sequence No.:  8753 
EQS News ID:   815047 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

May 23, 2019 05:05 ET (09:05 GMT)

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