Recommended Final Cash Offer for Millennium & Copthorne Hotels plc ("M&C") by Agapier Investments Limited ("Bidco") (a company indirectly and wholly-owned by City Developments Limited)
Offer Update - Final Offer Declared Unconditional in all Respects
City Developments Limited (the "Company") refers to the recommended final cash offer made by Bidco for M&C (the "Final Offer") which was jointly announced by the Company, BidCo and independent non-executive directors of M&C on the London Stock Exchange (the "LSE").
The full terms of, and conditions to, the Final Offer and the procedures for acceptance were set out in the offer document dated 15 August 2019 (the "Offer Document").
Bidco has, on 12 September 2019 (London time), announced on the LSE, among other things, (i) that the Acceptance Condition (as defined in the Offer Document) has been satisfied, and that the Final Offer has become unconditional as to acceptances and in all respects; (ii) the level of valid acceptances received in respect of the Final Offer as at 5.00 p.m. (London time) on 12 September 2019; and (iii) that the Final Offer remains open for acceptance until 1.00 p.m. (London time) on 27 September 2019. A copy of the said announcement is set out in the Schedule to this Announcement and is also available on the Company's website at www.cdl.com.sg/Millennium-Offer.
The Company wishes to advise shareholders of the Company to refrain from taking any action in respect of their shares or other securities in the Company which may be prejudicial to their interests, and to exercise caution when dealing in such shares or other securities.
CITY DEVELOPMENTS LIMITED
Shufen Loh @ Catherine Shufen Loh
Enid Ling Peek Fong
13 September 2019
M&C offer declared unconditional in all respects - RNS - London Stock Exchange
Go to market news section
M&C offer declared unconditional in all respects Released 18:20 12-Sep-2019
RNS Number : 1970M
City Developments Limited
12 September 2019
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 THAT JURISDICTION
12 September 2019
RECOMMENDED FINAL CASH OFFER
Millennium & Copthorne Hotels plc (the "Offeree")
Agapier Investments Limited (the "Offeror")
(a company indirectly and wholly-owned by City Developments Limited
FINAL OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
On 7 June 2019, the boards of CDL and the Offeror and the independent non-executive directors of the Offeree announced a recommended pre- conditional cash offer pursuant to which the Offeror would acquire the entire issued and to be issued ordinary share capital of the Offeree not already owned by CDL and its subsidiaries (and persons acting in concert with them), which is final and will not be increased (the "Final Offer"). The full terms of, and conditions to, the Final Offer and the procedures for acceptance were set out in the offer document dated 15 August 2019 (the "Offer Document").
Acceptance Condition satisfied and Final Offer unconditional in all respects
The Final Offer is conditional, amongst other things, upon valid acceptances being received by the Offeror in respect of more than 50 per cent. in nominal value of the Offeree Shares not already owned by the CDL Parties as at 7 June 2019 and of the voting rights attached to those shares.
9/12/2019M&C offer declared unconditional in all respects - RNS - London Stock Exchange
The Offeror is pleased to announce that, in light of the acceptances referred to in paragraph 3 below, the Acceptance Condition has now been satisfied and the Final Offer has become unconditional both as to acceptances and in all respects.
As the Final Offer is now unconditional both as to acceptances and in all respects, the Offeree Shareholders who have accepted the Final Offer are unable to withdraw their acceptance.
Level of Acceptances
As at 5.00 p.m. (London time) on 12 September 2019, the Offeror has received valid acceptances in respect of, a total of 65,884,995 Offeree Shares, representing approximately 58.28 per cent. of the issued ordinary share capital of the Offeree not already owned by the CDL Parties as at 7 June 2019, which the Offeror may count towards the satisfaction of the Acceptance Condition.
So far as CDL is aware, none of these acceptances had been received from persons acting in concert with CDL or the Offeror.
This figure does not include the 211,749,487 Offeree Shares already owned by the CDL Parties as at 7 June 2019, representing approximately 65.2 per cent. of the Offeree's issued ordinary share capital as at 7 June 2019, which the Offeror may not count towards the satisfaction of the Acceptance Condition.
These acceptances include those received in respect of 49,151,167 Offeree Shares (representing, in aggregate, approximately 15.13 per cent. of the existing issued ordinary share capital of the Offeree and approximately 43.48 per cent. of Offeree Shares not already owned by the CDL Parties, in each case, as at 7 June 2019) which were subject to irrevocable undertakings given by certain Offeree Shareholders.
First Closing Date and actions to be taken
The Final Offer will remain open for acceptance until the First Closing Date of the Final Offer, being 1.00 p.m. on 27 September 2019. Offeree Shareholders who have not yet accepted the Final Offer and who wish to do so should take action to accept the Final Offer as soon as possible. Details of the procedure for doing so are set out in paragraph 5 below and in the Offer Document. The Offer Document is also available on CDL and the Offeree's websites at http://www.cdl.com.sg/Millennium-Offerand https://investors.millenniumhotels.com/regulatory-announcements-and-news/city-developments-ltd-offer-documentsrespectively.
Procedure for acceptance of the Final Offer
Offeree Shareholders who have not yet accepted the Final Offer are urged to do so by the following deadlines:
If you hold Offeree Shares in certificated form (that is, not in CREST),you should complete and return the Form of Acceptance (together with your share certificate(s) and/or any other documents of title) as soon as possible and in any event so as to be received by the Receiving Agent, Equiniti Limited, not later than 1.00 p.m. (London time) on 27 September 2019.
If you hold your Offeree Shares in uncertificated form (that is, in CREST),you should ensure than an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. on 27 September 2019.
Full details on how to accept the Final Offer are set out in the Offer
Document, a copy of which is available on CDL's and the Offeree's websites
CDL - City Developments Ltd. published this content on 13 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2019 18:21:08 UTC