Ludgate Environmental Fund Limited Increased Offer and Posting of Offer Document (4962U)

TIDMLEF

RNS Number : 4962U

Ludgate Environmental Fund Limited

18 January 2017

The following is the text of the announcement released by

Headway Investments Partners III LP at 10.40 a.m. this morning

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

18 January 2017

RECOMMED CASH OFFER

for

Ludgate Environmental Fund Limited ("Ludgate" or the "Company")

by

Headway Investment Partners III L.P. ("Headway")

POSTING OF OFFER DOCUMENT (INCORPORATING NOTICE OF INDEPENT LUDGATE SHAREHOLDERS MEETING)

INCREASE IN OFFER PRICE TO 16.3 PENCE PER LUDGATE SHARE

Summary

On 21 December 2016, Headway and Ludgate announced that agreement had been reached regarding the terms of a recommended cash offer to be made by Headway for the entire issued ordinary share capital of Ludgate, to be effected by means of a takeover offer within the meaning of Article 116 of the Jersey Companies Law, at 16 pence per Ludgate Share.

On 17 January 2017, the Company announced that on 31 December 2016, the unaudited net asset value per Ludgate Share was 21.7 pence (30 September 2016: 20.7 pence).

Headway and Ludgate announce that the recommended Offer Price has been increased to 16.3 pence per Ludgate Share (from the 16 pence per Ludgate Share previously indicated).

Headway and Ludgate are also pleased to announce that a document containing the full terms and conditions of the Offer, the procedures for acceptance of the Offer, the notice of the Independent Ludgate Shareholders Meeting and the procedure for Independent Ludgate Shareholders to vote at the Independent Ludgate Shareholders Meeting (the "Offer Document") is being posted today, together with related Forms of Acceptance and Forms of Proxy, to Ludgate Shareholders.

The Offer Document will also be made available free of charge (subject to applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Ludgate's website at www.ludgateenvironmental.com for the duration of the Offer.

As further detailed in the Offer Document, the Offer is conditional, amongst other things, upon the passing of the Ordinary Resolution on a poll of Independent Ludgate Shareholders at the Independent Ludgate Shareholders Meeting to approve amendments proposed to be made to the Investment Advisory Agreement currently in place between Ludgate and Ludgate Investments (the "Proposed Amendments") and upon Headway receiving valid acceptances of the Offer in respect of more than 50 per cent. of the Ludgate Shares.

The Ludgate Directors are unanimously recommending that Ludgate Shareholders accept the Offer. In addition, by virtue of the fact that the Offer is conditional, amongst other things, upon the approval of the Proposed Amendments by Independent Ludgate Shareholders and in light of the Ludgate Directors' unanimous recommendation that Ludgate Shareholders accept the Offer, the Ludgate Directors also unanimously recommend that Independent Ludgate Shareholders vote in favour of the Ordinary Resolution to be proposed at the Independent Ludgate Shareholders Meeting to approve the Proposed Amendments.

Actions to be taken by Ludgate Shareholders

To accept the Offer

If they wish to accept the Offer, Ludgate Shareholders who hold their Ludgate Shares in certificated form, should complete, sign and return the Form of Acceptance accompanying the Offer Document in accordance with the instructions printed on it and set out in paragraph 16.1 of Part B of the Offer Document, together with any share certificate(s) and/or any other appropriate documents of title, so as to be received by post or by hand as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 8 February 2017.

If they wish to accept the Offer in respect of Ludgate Shares held in uncertificated form (that is, Ludgate Shares held in CREST) their acceptances should be made electronically through CREST by following the procedure set out in paragraph 16.2 of Part B of the Offer Document, so that the relevant TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. on 8 February 2017.

To vote in favour of the Proposed Amendments

Independent Ludgate Shareholders who hold their Ludgate Shares in certificated form should complete the Form of Proxy accompanying the Offer Document in accordance with the instructions printed thereon and to return it to Computershare Investor Services (Jersey) Limited, as soon as possible and, in any event, so that it is received no later than 10.00 a.m. on 6 February 2017.

Independent Ludgate Shareholders who hold their Ludgate Shares in uncertificated form (i.e. in CREST) may appoint a proxy by completing and transmitting a CREST Proxy Instruction, in accordance with the procedures set out in the CREST Manual, so that it is received by Computershare Investor Services (Jersey) Limited (under CREST participant ID: 3RA50) as soon as possible and, in any event, by no later than 10.00 a.m. on 6 February 2017.

The completion and return of the Form of Proxy or completion and transmission of a CREST Proxy Instruction will not preclude Ludgate Shareholders from attending and voting at the Independent Ludgate Shareholders Meeting in person should they wish to.

Timetable

The expected timetable of principal events in relation to the Offer and the Independent Ludgate Shareholders Meeting are set out below:

 
 Event                                      Time and/or Date 
 Latest time for receipt of         10.00 a.m. on 6 February 
  valid Forms of Proxy                                  2017 
 Voting Record Date                 10.00 a.m. on 6 February 
                                                        2017 
 Independent Ludgate Shareholders   10.00 a.m. on 8 February 
  Meeting                                               2017 
 First Closing Date                  1.00 p.m. on 8 February 
                                                        2017 
 

All times refer to London times

General

Unless otherwise stated, capitalised terms used herein but not defined have the same meanings as set out in the Offer Document.

 
 Enquiries 
 Headway Capital (Investment          Tel: +44 (0) 
  Adviser to Headway)                  20 7518 8878 
 Christiaan de Lint 
 GCA Altium (Financial Adviser        Tel: +44 (0) 
  to Headway)                          20 7484 4040 
 Tim Richardson / Declan O'Connor 
 Ludgate Environmental Fund Limited   Tel: +44 (0) 
                                       1534 609034 
 John Shakeshaft (Chairman) 
 Panmure Gordon (Rule 3 Adviser       Tel: +44 (0) 
  to Ludgate)                          20 7886 2500 
 Paul Fincham / Jonathan Becher 
 

IMPORTANT NOTICES

Disclaimers

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for Headway and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither GCA Altium nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Headway in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for Ludgate and no one else in connection with the matters set out in this announcement. In connection with such matters, Panmure Gordon will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Panmure Gordon or for providing advice in relation any matter referred to herein. Panmure Gordon does not accept any responsibility whatsoever to any person other than Ludgate for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Panmure Gordon accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of 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 (together with, in the case of Ordinary Shares in certificated form, the Form of Acceptance) which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, 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 Ordinary Shares in certificated form, the Form of Acceptance. Each Ludgate Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The ability of Overseas Shareholders to participate in the Offer and the distribution of this announcement the Offer Document and any other documents relating to the Offer in, into or from jurisdictions other than the United Kingdom or Jersey may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement, the Offer Document or any other documents relating to the Offer comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document, the Forms of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom or Jersey should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to execute and deliver Forms of Acceptance may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement and the Offer Document has been prepared for the purposes of complying with the laws of England and Jersey and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement, the Offer Document and other accompanying documents had been prepared in accordance with the laws of jurisdictions outside of England and Jersey.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Offer or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Notice to US Investors

The Offer is made for securities in a Jersey company and Ludgate Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Takeover Code and UK disclosure requirements, format and style, all of which may differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Takeover Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Headway and not by its financial adviser.

Ludgate is a company incorporated under the laws of Jersey and Headway is a limited partnership established under the laws of Scotland. It may not be possible for Ludgate Shareholders in the United States to effect service of process within the United States upon Ludgate or Headway or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Ludgate or Headway or their respective officers or directors in a non-US court for violations of the US securities laws. There is also doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement or any of the proposals described in this announcement or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Ludgate Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Ludgate Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ludgate may be provided to Headway during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Ludgate's website www.ludgateenvironmental.com by no later than 12 noon on 19 January 2017.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 18, 2017 08:43 ET (13:43 GMT)