DJ Port Invest B.V: CLOSING OF OFFER, UPDATE AS TO LEVEL OF ACCEPTANCES
Port Invest B.V (-)
Port Invest B.V: CLOSING OF OFFER, UPDATE AS TO LEVEL OF ACCEPTANCES
20-Jun-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
20 JUNE 2019
Recommended Offer
by
Port Invest B.V.
for
Nature Group Plc
CLOSING OF OFFER, UPDATE AS TO LEVEL OF ACCEPTANCES AND
INITIATION OF COMPULSORY ACQUISITION PRODECURE
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 and on 27 March 2019, the Offer was declared wholly
unconditional in all respects. On 6 June 2019, it was announced that the
Offer was being extended and would remain open for acceptances until 1.00
p.m. (London time) on 19 June 2019, when it would close.
Accordingly, Port Invest announces that the Offer is now closed.
LEVEL OF ACCEPTANCES
As at 1.00 p.m. (London time) on 19 June 2019, valid acceptances had been
received by or on behalf of Port Invest in respect of a total of 54,284,168
Nature Group Shares (representing approximately 68.47 per cent. of the
issued share capital of Nature Group and 90.05 per cent. of the Nature Group
Shares to which the Offer relates).
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 19 June 2019.
INITIATION OF COMPULSORY ACQUISITION PROCEDURE
As Port Invest has now, by virtue of acceptances of the Offer, acquired or
unconditionally contracted to acquire not less than 90 per cent in nominal
value of the Nature Group Shares to which the Offer relates, pursuant to
Part 18 of the Jersey Companies Law, Port Invest is entitled to acquire
compulsorily all the remaining Nature Group Shares for which acceptances
have not yet been received.
Accordingly, Port Invest announces that it shall shortly begin
implementation of the compulsory acquisition procedure to acquire the
remaining Nature Group Shares pursuant to Part 18 of the Jersey Companies
Law and will despatch formal compulsory acquisition notices pursuant to
Article 117(1) of the Jersey Companies Law (the "Compulsory Acquisition
Notices") to Nature Group Shareholders who have not yet accepted the Offer
or whose acceptances were not valid for any reason.
These Compulsory Acquisition Notices set out Port Invest's intention to
apply the provisions of Part 18 of the Jersey Companies Law to acquire
compulsorily any remaining Nature Group Shares in respect of which the Offer
has not been accepted on the same terms as the Offer. It is expected that
the transfer of such remaining Nature Group Shares in accordance with the
Compulsory Acquisition Notices will take place six weeks from the date of
the Compulsory Acquisition Notices.
On the expiry of six weeks from the date of the Compulsory Acquisition
Notices, the Nature Group Shares held by those Nature Group Shareholders who
have not accepted the Offer will be acquired compulsorily by Port Invest on
the same terms as the Offer. The consideration to which those Nature Group
Shareholders will be entitled will be held by Nature Group as trustee on
behalf of those Nature Group Shareholders who have not accepted the Offer
and they will be requested to claim their consideration by writing to
Computershare at the end of the six week period.
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
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
(MORE TO FOLLOW) Dow Jones Newswires
June 20, 2019 02:01 ET (06:01 GMT)
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: OUP
TIDM: -
Sequence No.: 10700
EQS News ID: 827663
End of Announcement EQS News Service
(END) Dow Jones Newswires
June 20, 2019 02:01 ET (06:01 GMT)
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