Offer Document Posted

 

TIDMCPL 
 
RNS Number : 2696R 
Bronsstadet AB 
18 August 2010 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from the United States, Canada, Australia, Japan or the Republic of South Africa 
or any other jurisdiction where it would be unlawful to do so. 
 
18 August 2010 
 
                       Mandatory Unconditional Cash Offer 
 
                                      by 
 
                             Bronsstadet AB ("BAB") 
 
                                      for 
 
                        Chapelthorpe plc ("Chapelthorpe") 
 
The board of directors of BAB is pleased to announce that the Offer Document and 
the Form of Acceptance in respect of BAB's mandatory unconditional cash offer 
for the entire issued ordinary share capital of Chapelthorpe, are being posted 
today, Wednesday 18 August 2010. 
As previously announced, the Offer, which is unconditional, is being made on the 
following basis: 
 
                  for each Chapelthorpe Share 25 pence in cash 
 
The Offer values the entire issued ordinary share capital of Chapelthorpe at 
approximately GBP5.1 million. 
 
The closing date of the Offer is 8 September 2010. As the Offer is 
unconditional, BAB is not required to extend the Offer beyond the closing date, 
although it reserves the right to do so. Acceptances of the Offer should be 
received no later than 1.00pm (London time) on 8 September 2010, in accordance 
with the procedure for acceptance set out in the Offer Document and (in respect 
of Chapelthorpe Shares in certificated form only) in the Form of Acceptance. 
 
Copies of the Offer Document and the Form of Acceptance will be available for 
inspection at the offices of Westhouse Securities Limited, One Angel Court, 
London EC2R 7HJ and Brewin Dolphin Limited, 12 Smithfield Street, London EC1A 
9BD, United Kingdom, during normal business hours on any Business Day 
(Saturdays, Sundays and public holidays excepted) until the end of the Offer 
Period. 
 
Terms defined in the announcement of the Offer bear the same meanings where used 
in this announcement. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the 
Offer Document and the Form of Acceptance will be available free of charge, 
subject to certain restrictions relating to persons resident in Restricted 
Jurisdictions, for inspection on the following website: 
www.westhousesecurities.com. 
 
Enquiries: 
 
+------------------------------+------------------------------+ 
| Westhouse Securities Limited (financial adviser to          | 
| Bronsstadet AB)                                             | 
+-------------------------------------------------------------+ 
| Tim Metcalfe / Petre Norton  | [phone]          | 
+------------------------------+------------------------------+ 
|                              |                              | 
+------------------------------+------------------------------+ 
| Brewin Dolphin Limited (Rule 3 and financial adviser to     | 
| Chapelthorpe plc)                                           | 
+-------------------------------------------------------------+ 
| Andrew Emmott / Neil         | 0845 213 1000                | 
| McDonald                     |                              | 
+------------------------------+------------------------------+ 
 
 
This announcement is not intended to and does not constitute or form any part of 
an offer to sell or an invitation to purchase or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise.  The Offer will be made solely 
through the Offer Document and, in the case of Chapelthorpe Shares in 
certificated form, the Form of Acceptance, which will together contain the full 
terms and conditions of the Offer, including details of how to accept the Offer. 
 Any acceptance or other response to the Offer should be made only on the basis 
of the information contained in the Offer Document and, in the case of 
Chapelthorpe Shares in certificated form, the Form of Acceptance. 
 
Westhouse Securities Limited ("Westhouse"), which is authorised and regulated by 
the Financial Services Authority in the United Kingdom, is acting as financial 
adviser exclusively to Bronsstadet AB ("BAB") and to no one else in connection 
with the Offer and accordingly will not be responsible to anyone other than BAB 
for providing the protections afforded to clients of Westhouse nor for giving 
advice in relation to the Offer. 
 
Brewin Dolphin Limited ("Brewin Dolphin"), which is authorised and regulated by 
the Financial Services Authority in the United Kingdom, is acting exclusively 
for Chapelthorpe plc ("Chapelthorpe") and for no-one else in connection with the 
Offer and is not advising any other person and accordingly will not be 
responsible to anyone other than Chapelthorpe for providing the protections 
afforded to clients of Brewin Dolphin nor for giving advice in relation to the 
Offer. 
 
The Offer is not being made, directly or indirectly, in, into or from, or by use 
of the mails of, or by any means of instrumentality (including electronically or 
by facsimile transmission, internet, email, telex or telephone) of interstate or 
foreign commerce of, or any facility of a national, state or other securities 
exchange of, the United States, Australia, Canada, Japan, the Republic of South 
Africa or any other Restricted Jurisdiction if to do so would constitute a 
violation of the relevant laws in such other jurisdiction and, subject to 
certain exceptions, the Offer cannot be accepted by any such use, means, 
instrumentality or facility or from within the United States, Australia, Canada, 
Japan, the Republic of South Africa or any other Restricted Jurisdiction if to 
do so would constitute a violation of the relevant laws in such other 
jurisdiction.  Accordingly, copies of this announcement, the Offer Document, the 
Form of Acceptance and any related or accompanying document are not being, and 
must not be, directly or indirectly, mailed, distributed, transmitted, forwarded 
or otherwise sent, in whole or in part, in, into or from the United States, 
Australia, Canada, Japan, the Republic of South Africa or any other Restricted 
Jurisdiction.  Doing so may render invalid any purported acceptance of the 
Offer.  All Chapelthorpe Shareholders or other persons (including nominees, 
trustees or custodians) receiving this announcement, the Offer Document, the 
Form of Acceptance or any related or accompanying document should not 
distribute, mail, transmit, forward or send them or any of them in, into or from 
the United States, Australia, Canada, Japan, the Republic of South Africa or any 
other Restricted Jurisdiction or use such mails or any such means, 
instrumentality or facility for any purpose related to the Offer. 
 
It is the responsibility of each Overseas Shareholder to inform himself, herself 
or itself about and observe any applicable legal requirements.  No Overseas 
Shareholder receiving a copy of this announcement and/or any other documentation 
relating to the Offer in a Restricted Jurisdiction may treat the same as 
constituting an invitation or offer to him and in such circumstances, this 
announcement and/or any other documentation relating to the Offer are sent for 
information only.  It is the responsibility of any Overseas Shareholder 
receiving a copy of this announcement and/or any other documentation relating to 
the Offer in any jurisdiction outside the United Kingdom who wishes to accept 
the Offer to satisfy himself as to the full observance of the laws and 
regulatory requirements of that jurisdiction in connection with the Offer, 
including obtaining any governmental, exchange control or other consents which 
may be required, and compliance with any other necessary formalities which need 
to be observed and the payment of any transfer or other taxes or duties that may 
be or become due under the laws of such jurisdiction.  Any such Overseas 
Shareholder will be responsible for any such transfer or other taxes or duties 
by whomsoever payable and BAB (and any person acting on behalf of BAB) shall be 
fully indemnified and held harmless by such Overseas Shareholder for any such 
transfer or other taxes or duties or other requisite payments as BAB (and any 
person acting on behalf of BAB) may be required to pay. 
 
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 England, including those of the United 
States. 
 
Dealing Disclosure Requirements 
 
Under Rule 8.3(a) of the City Code, any person who is interested in one 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 pm (London time) on the 10th business 
day following the commencement of the Offer Period and, if appropriate, by no 
later than 3.30 pm (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 
one per cent. or more of any 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, 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 pm (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 of the City Code). 
 
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. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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