Ludgate Environmental Fund Limited OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS (4772W)

TIDMLEF TIDMTTM

RNS Number : 4772W

Ludgate Environmental Fund Limited

09 February 2017

The following is the text of the announcement released by Headway Investments Partners III LP at 17.16 p.m. yesterday

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. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

8 February 2017

RECOMMED CASH OFFER

for

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

by

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

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Summary

-- As at 1:00 pm today (being the First Closing Date), Headway had received valid acceptances of the Offer in respect of a total of 30,407,549 Ludgate Shares, representing approximately 57.0 per cent. of the issued Ludgate Shares. Therefore, the Acceptance Condition to the Offer has been met.

-- At the Independent Ludgate Shareholders Meeting held earlier today, the Ordinary Resolution was passed by the requisite majority of Independent Ludgate Shareholders on a poll and, therefore, the Proposed Amendments Condition to the Offer has been met.

   --     Headway declares the Offer unconditional in all respects. 
   --     The Offer will remain open for acceptances until 1:00 pm on 22 February 2017. 

Christiaan de Lint, Partner of Headway Capital, said:

"We are pleased that the Offer has enabled Ludgate Shareholders seeking a final exit for their investment to achieve liquidity. On behalf of Headway, we look forward to working with Gijs Voskamp and Ludgate Investments in supporting the remaining Ludgate Assets and maximising the value of the fund."

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 
 

This summary should be read in conjunction with, and is subject to, the full text of this announcement.

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. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

8 February 2017

RECOMMED CASH OFFER

for

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

by

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

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

   1.         Introduction 

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 18 January 2017, Headway and Ludgate announced that the recommended Offer Price has been increased to 16.3 pence per Ludgate Share and posted a document to Ludgate Shareholders 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"), together with related Forms of Acceptance and Forms of Proxy.

Earlier today, 8 February 2017, Ludgate announced that the Ordinary Resolution proposed at the Independent Ludgate Shareholders Meeting held on that date had been passed by a requisite majority of Independent Ludgate Shareholders on a poll. As a result the Proposed Amendments Condition to the Offer has been met.

   2.         Level of acceptances and interests in Ludgate Shares as at the First Closing Date 

As at 1:00 pm (London Time) on 8 February 2017 (the "First Closing Date"), Headway had received valid acceptances of the Offer in respect of 30,407,549 Ludgate Shares, representing approximately 57.0 per cent. of the issued Ludgate Shares.

Of the valid acceptances received by the First Closing Date, acceptances in respect of 16,447,579 Ludgate Shares, representing approximately 30.8 per cent. of the issued Ludgate Shares, have been received from GML Limited, Royal London Asset Management Limited and John Shakeshaft, Chairman of Ludgate, in accordance with the terms of irrevocable undertakings entered into by each of those parties.

The percentages of Ludgate Shares referred to in this announcement are based upon a figure of 53,345,782 Ludgate Shares in issue as at 1:00 pm on the First Closing Date.

Save as set out above, as at 1:00 pm on the First Closing Date, neither Headway nor any persons acting in concert with Headway has (i) any interest in or any right to subscribe for any Ludgate Shares, (ii) any short positions (whether conditional or absolute and whether in money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require any other person to purchase or take delivery of any Ludgate Shares, (iii) borrowed or lent any Ludgate Shares, save for any borrowed Ludgate Shares that have been on-lent or sold, or (iv) received any outstanding irrevocable commitment or letter of intent in respect of Ludgate Shares.

   3.         Offer unconditional in all respects 

Headway is pleased to declare that the Offer is unconditional in all respects.

   4.         Extension of the Offer 

Headway announces that the Offer is being extended and will remain open for acceptance until 1:00 pm on 22 February 2017.

Ludgate Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible in accordance with the following procedures:

-- To accept the Offer in respect of Ludgate Shares held in certificated form (that is, not in CREST), Ludgate Shareholders should complete, sign and return the Form of Acceptance (together with share certificate(s) and/or other document(s) of title) in accordance with the instructions printed on it and set out in paragraph 16.1 of Part B of the Offer Document, so as to be received by the Receiving Agent as soon as possible and in any event by 22 February 2017. Ludgate Shareholders who, for whatever reason, did not receive or have mislaid a Form of Acceptance may request a new Form of Acceptance by telephoning Computershare on 0370 707 4040 (from within the UK) or on + 44 370 707 4040 (if calling from outside the UK). Lines are open 8.30 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays).

-- To accept the Offer in respect of Ludgate Shares held in uncertificated form (that is, in CREST), Ludgate Shareholders should follow the procedure for Electronic Acceptance through CREST by following the procedure set out in paragraph 16.2 of Part B of the Offer Document so that the TTE instruction settles as soon as possible and in any event by 22 February 2017. If Ludgate Shareholders hold their Ludgate Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

   5.         Settlement of consideration 

Settlement of the consideration to which any Ludgate Shareholder is entitled under the Offer is expected to be dispatched (or credited through CREST) to validly accepting Ludgate Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraph 17 of Part B of the Offer Document.

   6.         Cancellation of admission to trading on AIM ("Cancellation") 

As Headway has received valid acceptances in respect of Ludgate Shares which represent more than 50 per cent. but not more than 74.99 per cent. of the voting rights attaching to the Ludgate Shares, the Ludgate Directors have confirmed that (subject to Ludgate obtaining the necessary regulatory approvals) they intend to convene a general meeting of Ludgate, in accordance with Rule 41 of the AIM Rules, at which a special resolution (the "Cancellation Resolution") seeking the consent of Ludgate Shareholders to the Cancellation will be proposed. To be passed, the Cancellation Resolution will require not less than 75 per cent. of votes cast by Ludgate Shareholders on a poll (either in person or by proxy) to be in favour of the Cancellation Resolution.

Headway confirms that it will vote the Ludgate Shares it has become interested in as a result of the Offer in favour of the Cancellation Resolution and highlights that it has received irrevocable undertakings from certain other Ludgate Shareholders, including Ludgate Investments and Ocean Capital Holdings II B.V. (the investment vehicle of Gijs and Jeroen Voskamp who are both directors of Ludgate Investments), to vote in favour of the Cancellation Resolution in respect of 15,964,139 Ordinary Shares in aggregate, representing approximately 29.9 per cent. of the Ludgate Shares in issue on 20 December 2016 (being the last Business Day prior to the Announcement).

However, if Headway eventually receives valid acceptances pursuant to the Offer in respect of Ludgate Shares which represent not less than 75 per cent. of the voting rights attaching to the Ludgate Shares, Headway intends to procure that the Ludgate Directors (subject to Ludgate having obtained the necessary regulatory approvals) will make an application for Cancellation.

If such an application is made, it is expected that Cancellation will take effect no earlier than 20 Business Days after the date on which Headway has, by virtue of the acceptances of the Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the Ludgate Shares. Headway will request that Ludgate makes a regulatory announcement when the necessary 75 per cent. threshold has been reached confirming that the notice period has commenced and the anticipated date of Cancellation.

Prior to the Cancellation, Ludgate will be required to make an application to the JFSC to seek its consent in respect of the Cancellation and to change its regulatory status. If such an application to the JFSC is made then the general meeting to propose the Cancellation Resolution shall be called once the JFSC has provided its consent for the Cancellation and has confirmed Ludgate's revised regulatory status in the event of a Cancellation. Further information in respect of this and any associated timeframes are expected to be provided in conjunction with the Cancellation Resolution. Any associated approvals required to extend the life of Ludgate and/or effect changes to Ludgate's existing investment policy will be sought from Ludgate Shareholders at the time of the Cancellation.

The regulatory status in Jersey of Ludgate following Cancellation will be subject to prior agreement with the JFSC and based on the composition of the shareholder register of Ludgate following completion of the Offer. That status could be as an unclassified collective investment fund regulated under the CIF Law, in which case the level of regulation to which Ludgate is subject may increase, or that status may be as an unregulated holding company, which would not be subject to the various protections prescribed pursuant to the CIF Law and could reduce the level of regulation to which Ludgate would be subject.

Cancellation is likely to reduce significantly the liquidity and marketability of any Ludgate Shares in respect of which the Offer has not at such time been accepted.

   7.         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 9 February 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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February 09, 2017 08:48 ET (13:48 GMT)