Offer Update

 

TIDMBLUE TIDMDGT 
 
RNS Number : 6873S 
Blue Oar PLC 
22 May 2009 
 

Blue Oar PLC 
 
 
Possible offer for Dowgate Capital PLC 
 
 
Offer update 
 
 
For immediate release 
22 May 2009 
 
 
The board of Blue Oar PLC ("Blue Oar") announces that it has received 
irrevocable undertakings  yesterday in respect of a possible offer by Blue Oar 
for the whole of the issued share capital of  Dowgate Capital PLC ("Dowgate") 
(the "Proposal"). 
 
 
In total, Blue Oar now either owns or has irrevocable undertakings over 27.8% of 
the issued share capital of Dowgate. 
 
 
The irrevocable undertakings commit the signatories to accept the Proposal 
whether structured either: 
  *  by way an offer of not less than 6p in cash for every Dowgate share (the 
  "Offer") whether or not such Offer is recommended by Dowgate's board, or 
  *  by way of a scheme of arrangement which is recommended by the board of Dowgate, 
  whereby Blue Oar will offer 60p in cash and three new Blue Oar shares for every 
  ten Dowgate shares held (or, as an alternative, 15 Blue Oar shares for every 10 
  Dowgate shares)(the "Scheme"). 
 
It is emphasised that it is possible that the Proposal, whether made by Offer or 
Scheme, will not proceed and the irrevocable undertakings will cease to be 
binding as at close of business on 16 July 2009 if no firm offer announcement 
has been made in respect of the Proposal by that date. If an announcement 
committing Blue Oar to a firm Offer or Scheme is announced by 16 July 2009, the 
irrevocable undertakings will remain valid until such Offer or Scheme is 
withdrawn or lapses.  The irrevocable undertakings continue to bind the 
signatories in the event of a higher offer. 
 
 
The irrevocable undertakings were signed by the signatories in respect of their 
entire Dowgate  shareholdings, set out with the percentages of Dowgate shares in 
issue, as follows: 
 
 
NameDowgate Shareholding              % 
Clive Mattock                                         2,242,948 
    5.7 
Dru Edmonstone 4,424,33311.2 
Total6,667,28116.9 
 
 
 
 
Blue Oar, which holds 4,316,794 Dowgate shares representing 10.9% of its issued 
share capital, is seeking the Dowgate board's decision whether or not it intends 
to co-operate with, implement and recommend the Scheme, which would result in 
additional consideration being paid. In the event that no such co-operation and 
recommendation is forthcoming, Blue Oar reserves the right, but has no 
obligation, to make the Offer. 
 
 
The Offer, if made, would value each Dowgate share at 6p which represents a 
premium of 100% to the middle market price of 3p per Dowgate share as at close 
of business on 9 April 2009, being the dealing day before the commencement of 
the offer period. Based on the middle market closing price of 4.0p for a Blue 
Oar share as at close of business on 21 May 2009, the Scheme would value each 
Dowgate Share at 7.2p (ie 6p in cash and 1.2p in Blue Oar shares) representing a 
premium of 140% to the middle market price of 3p per Dowgate share as at close 
of business on 9 April 2009. 
 
 
A further announcement will be made in due course. 
 
 
The persons who are responsible for this announcement are the directors of Blue 
Oar. To the best of the knowledge and belief of the directors of Blue Oar, who 
have taken all reasonable care to ensure that such is the case, the information 
contained in this announcement is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
 
 
A copy of this announcement is available on Blue Oar's website at: 
http://www.blueoar.co.uk/news.asp 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPILFLDESILFIA