RNS Number : 9790C
Minerva PLC
24 November 2009
RESPONSE TO POSTING OF KIFIN OFFER DOCUMENT
Not for release, publication or distribution, directly or indirectly, in whole or in part in, into, or from, any jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.
The Board of Minerva plc ("Minerva" or the "Company") notes the announcement made by KiFin Limited ("KiFin") that it yesterday posted to Minerva shareholders a document outlining its offer for the entire issued and to be issued ordinary share capital of Minerva of 50 pence per share in cash (the "Offer").
The Board continues to believe that the Offer represents an opportunistic and unwelcome attempt to acquire Minerva at a price which significantly undervalues the Company and its future prospects.
The Board will be writing to Minerva shareholders shortly, setting out in detail its reasons for recommending that shareholders reject the Offer. This circular will include an updated independent valuation of Minerva's property portfolio. The Board continues to progress the previously announced sale of its Wigmore St, London W1 property and expects to provide a further update in due course.
In the meantime, the Board continues to recommend strongly that Minerva shareholders reject the Offer by taking no action.
Enquiries:
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Minerva plc
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020 7535 1000
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Oliver Whitehead, Chairman
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Salmaan Hasan, Chief Executive
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Ivan Ezekiel, Finance Director
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Greenhill & Co. International LLP
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020 7198 7400
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James Lupton
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Brian Cassin
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Citigroup Global Markets Limited
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020 7986 4000
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Andrew Forrester
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Brunswick Group LLP
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020 7404 5959
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Simon Sporborg
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Tom Williams
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Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Minerva, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Minerva, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Minerva by KiFin or Minerva or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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