FFastFill PLC Issue of Equity (7021A)

TIDMFFA

RNS Number : 7021A

FFastFill PLC

22 March 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

15 March 2013

Recommended cash offer

by Pattington Limited ("Pattington")

for FFastFill plc ("FFastFill")

Offer unconditional as to acceptances

On 15 February 2013, the boards of Pattington and FFastFill announced a recommended cash offer for the entire issued and to be issued ordinary share capital of FFastFill not already held by Pattington (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") posted to FFastFill Shareholders on 21 February 2013.

The board of Pattington is pleased to announce that the Offer has become unconditional as to acceptances.

The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those FFastFill Shareholders who have not then accepted the Offer.

Levels of acceptance

Prior to making the Offer, Pattington obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain FFastFill Shareholders (including from the directors of FFastFill and one of their immediate family members) in respect of 138,041,230 FFastFill Shares, representing, in aggregate, approximately 28 per cent. of the existing issued share capital of FFastFill. As at 1:00 p.m. (London time) on 15 March 2013, valid acceptances had been received in respect of all FFastFill Shares subject to irrevocable undertakings.

As at 1:00 p.m. (London time) on 15 March 2013, valid acceptances had been received in respect of a further 99,585,206 FFastFill Shares, representing approximately 20.2 per cent. of the existing issued share capital of FFastFill.

Taking into account the existing holding of Pattington of 123,646,807 FFastFill Shares (representing approximately 25.1 per cent. of the issued share capital of FFastFill), Pattington is interested in 361,273,243 FFastFill Shares, representing approximately 73.2 per cent. of the issued share capital of FFastFill.

The acceptance condition to the Offer as set out in the Offer Document has therefore been satisfied and, accordingly, the Offer has been declared unconditional as to acceptances.

Consideration

Settlement of the consideration due to FFastFill Shareholders who have provided valid and complete acceptances under the Offer by 1:00 p.m. on 15 March 2013 will be despatched (or in respect of FFastFill Shares held in uncertificated form, credited through CREST) not later than 14 days from the date of this announcement. The consideration due to FFastFill Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be despatched (or in respect of FFastFill Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Compulsory acquisition, cancellation of trading on AIM and re-registration as a private company

As set out in the Offer Document, if Pattington receives sufficient acceptances under the Offer such that Pattington holds not less than 75 per cent. of the voting rights of FFastFill, Pattington intends, subject to the requirements of the AIM Rules, to procure that FFastFill makes an application to the London Stock Exchange for the cancellation of the admission to trading of FFastFill Shares on AIM on 20 business days' notice. Subject to the cancellation of admission to trading of FFastFill, Pattington also intends to procure that FFastFill re-registers from a public limited company to a private limited company under the relevant provisions of the Companies Act 2006.

Cancellation of the admission of FFastFill Shares to trading on AIM would significantly reduce the liquidity and marketability of any FFastFill Shares in respect of which acceptances of the Offer are not submitted and accordingly it is likely that the value of any such FFastFill Shares would be significantly affected.

As set out in the Offer Document, if Pattington receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the voting rights attached to the FFastFill Shares to which the Offer relates, and assuming all other Conditions of the Offer have been satisfied or waived (if they are capable of being waived), Pattington intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining FFastFill Shares to which the Offer relates on the same terms as the Offer.

Procedure for acceptance of the Offer

To accept the Offer in respect of certificated FFastFill Shares, the Form of Acceptance must be completed, signed, witnessed and returned together with a definitive share certificate(s) and/or other document(s) of title to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. The procedure for acceptance of the Offer in respect of certificated FFastFill Shares is set out in paragraph 11(a) of Part II of the Offer Document and in the accompanying Form of Acceptance.

To accept the Offer in respect of uncertificated FFastFill Shares, acceptances should be made electronically through CREST so that the TTE Instruction settles as soon as possible. The procedure for acceptance of the Offer in respect of uncertificated FFastFill Shares is set out in paragraph 11(b) of Part II of the Offer Document.

A FFastFill Shareholder who has any questions about the Offer, or who is in any doubt as to how to complete the Form of Acceptance or make an Electronic Acceptance should contact Capita Registrars on 0871 664 0321 from within the UK or on [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Save as disclosed in this announcement, neither Pattington, nor any person acting in concert with Pattington, is interested in or has any rights to subscribe for any FFastFill Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to the FFastFill Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of FFastFill Shares and any borrowing or lending of FFastFill Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to FFastFill Shares.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 21 February 2013.

ENQUIRIES

 
 Pattington 
  Yohannah Walford, Corporate M&A [phone] 
 
  Investec (Financial Adviser to Pattington) [phone] 
  David Currie / Andrew Pinder 
  Dominic Emery 
 
  FFastFill [phone] 
  Thomas Keith Todd, Executive Chairman 
  Hamish Purdey, Chief Executive Officer 
  Mark Carlisle, Chief Financial Officer 
 
  Canaccord Genuity Limited (Financial Adviser to FFastFill) +44 
  (0) 207 523 8000 
  Simon Bridges 
  Cameron Duncan 
 
  FTI Consulting [phone] 
  Matt Dixon 
 
  finnCap [phone] 
  Marc Young 
 
 

Investec Bank Plc, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Pattington and no one else in connection with the Offer and will not be responsible to anyone other than Pattington for providing the protections afforded to clients of Investec Bank Plc or for providing advice in connection with the Offer.

Canaccord Genuity, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for FFastFill and no one else in connection with the Offer and will not be responsible to anyone other than FFastFill for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Offer.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer has been made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated FFastFill Shares), which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

The Offer and the accompanying Form of Acceptance has not been and will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Neither this announcement, nor the Offer Document, nor the Form of Acceptance, nor any accompanying document constitutes an offer in any such jurisdiction and the Offer is not and will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any such jurisdiction. Accordingly, neither this announcement, nor the Offer Document, nor the Form of Acceptance, nor any accompanying document are being, nor should be, mailed transmitted or otherwise distributed, in whole or in part, in or into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. FFastFill Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

All FFastFill Shareholders (including, without limitation, nominees, trustees or custodians) who intend to forward this announcement and (if appropriate) the Offer Document or the Form of Acceptance or any other accompanying document to any jurisdiction outside the United Kingdom should read paragraph 6 of Section B of Part III of the Offer Document and seek appropriate advice before taking any action

In accordance with Rule 30.4 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Pattington's website at www.pattingtonlimited.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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