LAPSE OF OFFER - NR NORDIC & RUSSIA PROPERTIES OFFER BY HOLOWENT LIMITED
(Thomson Reuters ONE) -
7 April 2010
This announcement is 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 or regulations of such jurisdiction.
CASH OFFER FOR
NR NORDIC & RUSSIA PROPERTIES LIMITED
BY
HOLOWENT LIMITED
LAPSE OF OFFER
This announcement is being made pursuant to Rule 17.1 of the City Code and
Section 16 (1) of the Dutch Takeover Decree.
On 25 January 2010, Holowent Limited, a company ultimately owned by Ian
Livingstone and Richard Livingstone, (the "Offeror" or "Holowent") announced the
terms of a cash offer (the "Offer") to be made by the Offeror in respect of NR
Nordic & Russia Properties Limited ("NR Nordic"). Capitalised terms used but not
defined in this announcement shall have the meaning given to them in the offer
document that was posted to NR Nordic Shareholders on 22 February 2010.
Level of Acceptances and Lapse of Offer - Offer is not declared unconditional
(niet gestand wordt gedaan)
Holowent announces that as at 17.30 hours CET (16.30 hours London time) on 6
April 2010, being the Acceptance Closing Date, valid acceptances of the Offer
had been received from NR Nordic Shareholders in respect of a total of
11,587,252 NR Nordic Shares, representing approximately 2.4 per cent. of the
existing issued Share capital of NR Nordic and a total value of EUR
2,780,940.5. None of the acceptances referred to above were received from
persons acting in concert with the Offeror or in respect of NR Nordic Shares
which were subject to an irrevocable commitment or a letter of intent procured
by the Offeror or any of its associates.
In addition, the Offeror, through its subsidiary, LR Swedish Holdings No.1 AB,
is interested in 24.65 per cent. of the issued Share capital of NR Nordic.
Further details of the interests of the Offeror in relevant NR Nordic securities
and dealings in such securities are contained in the Appendix to this
announcement.
Therefore the Offeror has acquired (whether pursuant to the Offer or otherwise),
directly or indirectly, a total of 128,886,452 NR Nordic Shares, representing
approximately 27.1 per cent. of the existing issued Share capital of NR Nordic.
As the Offeror has acquired less than 50 per cent. of the issued Share capital,
it announces that the Offer will not be declared unconditional (niet gestand
wordt gedaan) and has lapsed as a result thereof with immediate effect and is no
longer capable of acceptance. All acceptances of the Offer received to date are
therefore of no effect and any accepting NR Nordic Shareholders cease to be
bound by their acceptances.
In respect of NR Nordic Shares held in certificated form, the Form of Acceptance
and any share certificate(s) and/or other document(s) of title will be returned
by post (or by other such method as may be approved by the Panel) within 14 days
of the offer lapsing, at the risk of the person entitled thereto, to the person
or agent whose name and address outside a Restricted Jurisdiction is set out in
the relevant box on the Form of Acceptance or, if none is set out, to the
first-named or sole holder of his registered address outside a Restricted
Jurisdiction. No such documents will be sent to an address in any Restricted
Jurisdiction.
In respect of NR Nordic Shares held in uncertificated form in CREST, the
Receiving Agent will, immediately (or within such longer period as the Panel may
permit, not exceeding 14 days after the lapsing of the Offer), give TFE
instructions to Euroclear UK & Ireland Limited (in its capacity as the operator
of CREST) to transfer all NR Nordic Shares held in escrow balances and in
relation to which it is the escrow agent for the purposes of the Offer to the
original available balances of the NR Nordic Shareholders concerned.
General
Lazard & Co., Limited ("Lazard") is acting as financial adviser to the Offeror.
Enquiries:
Lazard (Financial adviser to the Offeror)
Patrick Long +44(0)207 187 2000
Kreab Gavin Anderson (PR adviser to the Offeror)
Tom Poston +44(0)207 074 1800
A copy of this announcement will be published on the website of Holowent
(www.holowent.com
Further Information
This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer is being made solely by the Offer Document and the Form of
Acceptance accompanying the Offer Document, which contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted. Any
acceptance or other response to the Offer should be on the basis of the
information in the Offer Document and the Form of Acceptance.
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Offeror as financial adviser
within the meaning of the Rules of the Financial Services Authority and for no
one else in connection with the Offer. Lazard is not advising any other person
or treating any other person as its client in relation thereto and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to clients of Lazard, or for giving advice to any other person in
relation to the Offer, the contents of this announcement, or any other matter
referred to herein.
Overseas Jurisdictions
The availability of the Offer to persons who are not resident in the United
Kingdom or the Netherlands may be affected by the laws of the relevant
jurisdictions. Persons who are not so resident should inform themselves about,
and observe, any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. This announcement has been prepared for
the purpose of complying with English law, the City Code and with Dutch law and
the Dutch Takeover Decree (Besluit openbare biedingen Wft) and the Dutch
Financial Supervision Act (wet op het Financieel Toezicht) 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 and/or regulations of
jurisdictions outside the United Kingdom and the Netherlands.
APPENDIX
SHAREHOLDINGS AND DEALINGS
As at 17.30 hours CET (16.30 hours London time) on 6 April 2010, being the
Acceptance Closing Date, the Offeror and persons with whom it is acting in
concert were interested in the following NR Nordic relevant securities:
Name Number of NR Nordic NR Nordic Shares Number of NR Nordic
Shares as per cent. of Convertible Loan
existing issued Notes
share capital
Holowent 11,587,252 2.4% -
Swedish Holdco* 117,299,200 24.7% 64,788,224
LR REAM** - - 5,500,000
----------------------------------------------------------------
Total 128,886,452 27.1% 70,288,224
----------------------------------------------------------------
* Swedish Holdco is a subsidiary of the Offeror
** Ian Livingstone and Richard Livingstone are interested in LR REAM
Swedish Holdco and LR REAM together hold 100% of the NR Nordic Convertible Loan
Notes in issue and such Convertible Loan Notes if exercised entitle Swedish
Holdco and LR REAM to subscribe for NR Nordic Shares, which when aggregated with
the NR Nordic Shares currently held by Swedish Holdco represent approximately
34.34 per cent. of the fully diluted Share capital of NR Nordic (assuming full
conversion of the NR Nordic Convertible Notes and the exercise of all NR Nordic
Share Options).
Save as disclosed above, as at 17.30 hours CET (16.30 hours London time) on 6
April 2010, neither the Offeror nor any persons with whom it is acting in
concert had any interest in or right to subscribe for, or any short position
(whether conditional or absolute and whether in money or otherwise), including
any short position under a derivative, any agreement to sell or delivery
obligation or right to require another person to purchase or take delivery of,
any relevant NR Nordic securities and nor had such person borrowed or lent any
relevant NR Nordic securities, save for any borrowed shares which have been
either on-lent or sold. There are no NR Nordic relevant securities in respect of
which the Offeror or any of its associates has an outstanding irrevocable
commitment or letter of intent.
[HUG#1400918]
LAPSE OF OFFER - NR NORDIC & RUSSIA PROPERTIES OFFER BY HOLOWENT LIMITED: http://hugin.info/142917/R/1400918/356071.pdf
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