If you are in any doubt about the Offer or the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
27 February 2012
RECOMMENDED CASH OFFER for Jacques Vert plc ("Jacques Vert") by Minerva Bidco Limited ("Minerva Bidco") Offer ClosedOn 29 December 2011, Minerva Bidco announced that the recommended cash offer for the entire issued and to be issued ordinary share capital of Jacques Vert (the "Offer") had been declared unconditional in all respects.
On 10 January 2012, Minerva Bidco announced that it held or had agreed to acquire approximately
94.40 per cent. of the existing issued ordinary share capital of Jacques Vert and intended to
exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily any outstanding Jacques Vert Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.
On 13 January 2012, Minerva Bidco announced the despatch of formal compulsory acquisition notices in the prescribed form under section 980(1) of the Companies Act, to all Jacques Vert Shareholders who had not to date accepted the Offer giving notice of its intention to exercise its right under section 979 of the Companies Act to acquire compulsorily any remaining Jacques Vert Shares in respect of which the Offer had not been accepted on the same terms as the Offer.
On 13 January 2012, Minerva Bidco also announced that the Offer would remain open for acceptances until midnight (London time) on 24 February 2012. Accordingly, Minerva Bidco announces that the Offer is now closed.
It is proposed that Jacques Vert be re-registered as a private company under the relevant provisions of the Companies Act following the cancellation of trading of Jacques Vert Shares on AIM which took effect at 7.00 a.m. on 7 February 2012.
Details of acceptancesAs at 1.00 p.m. (London time) on 24 February 2012, the latest practicable date prior to the making of this announcement, valid acceptances of the Offer had been received in respect of a total of
60,256,498 Jacques Vert Shares, representing approximately 31.15 per cent. of the existing issued ordinary share capital of Jacques Vert. Together with market purchases made by Minerva Bidco in respect of 129,451,218 Jacques Vert Shares, representing approximately 66.94 per cent. of the
existing issued ordinary share capital of Jacques Vert, subsequent to the posting of the offer document dated 19 December 2011 ("Offer Document"), Minerva Bidco now holds or has agreed to acquire, in aggregate 189,707,716 Jacques Vert Shares, representing approximately 98.09 per cent. of the existing issued ordinary share capital of Jacques Vert.
SettlementSettlement for Jacques Vert Shareholders whose valid acceptances were received, complete in all respects, not later than midnight (London time) on 24 February 2012 but which have not yet been settled, will be made within 14 calendar days of receipt.
The consideration to which those Jacques Vert Shareholders acquired compulsorily by Minerva Bidco, on the same terms as the Offer, are entitled will be held by Jacques Vert as trustee on behalf of those Jacques Vert Shareholders who have not accepted the Offer and they are requested to claim their consideration by writing to Jacques Vert.
Terms defined in the Offer Document have the same meaning as when used in this announcement.
A copy of this announcement will be published on the following website: www.jacques-vert- plc.co.uk.
Enquiries:
Zeus Capital Limited(Financial Adviser to Minerva Bidco)
Richard Hughes Tel: 0161 831 1512
Nick Cowles www.zeuscapital.co.uk
Andrew Jones
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting
exclusively for Minerva Bidco and for no one else in
connection with the Offer and 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
Minerva Bidco for providing the protections afforded to
clients of Zeus Capital, 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.
This announcement is not intended to and does not constitute
an offer to sell, or form part of, or constitute the
solicitation of an offer to purchase or subscribe for or an
invitation to purchase, any securities.
This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders are advised to
read carefully the Offer Document. The proposal for the Offer
is being made solely through the Offer Document (as amended
by this announcement) and the accompanying Form of
Acceptance, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer.
Please read carefully the Offer Document in its entirety
before making a decision with regards to the Offer. Any
acceptance or other response to the proposals should be made
on the basis of the information in the Offer Document.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any paper 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 paper 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
paper 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 follo wing
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 paper offeror is
first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior
to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of an y class of
relevant securities of the offeree company or of any paper
offeror must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any
paper 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
paper 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 paper 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 Takeover 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.
Overseas Jurisdictions
The release, publication or distribution of this announcement
in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should
inform themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction
outside of England.
In particular, this announcement is not an offer which is
being made, directly or indirectly, in or into or by the use
of the mails of, or by any means or instrumentality
(including, without limitation, email, facsimile
transmission, telex, telephone, the internet or other forms
of electronic transmission) of interstate or foreign
commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility
from or within a Restricted Jurisdiction.