Belphar Limited OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS (8681J)

TIDMPAN

RNS Number : 8681J

Belphar Limited

18 June 2014

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

18 June 2014

RECOMMENDED CASH OFFER

FOR

PAN EUROPEAN TERMINALS PLC

BY

BELPHAR LTD

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 27 May 2014, Belphar Ltd ("Belphar") made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Pan European Terminals plc ("Pan" or the "Company") not already owned by Belphar (the "Offer"). Under the terms of the Offer, Pan Shareholders will receive, for each Pan Share held, 22 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the "Offer Document") was posted to Pan Shareholders on 27 May 2014.

Belphar announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if Belphar decides to close the Offer.

Level of acceptances

Belphar announces that as at 1.00 p.m. (London time) on Tuesday 17 June 2014, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 67,310,141 Pan Shares, representing approximately 63.31 per cent. of Pan's existing issued share capital, which Belphar may count towards the satisfaction of the acceptance condition of the Offer. So far as Belphar is aware, none of these acceptances have been received from persons acting, or deem to be acting, in concert with Belphar for the purposes of the Offer.

Prior to the announcement of the Offer, Belphar had received an irrevocable undertaking to accept (or procure acceptance of) the Offer from Simon Escott, the only Pan Director who holds Pan Shares. Belphar had also received irrevocable undertakings from certain institutional Pan Shareholders, as well as Mark Gilchrist, Pan's Company Secretary. Together, these irrevocable undertakings related to, in aggregate, 42,105,540 Pan Shares, representing approximately 39.60 per cent. of the existing issued ordinary share capital of Pan. Valid acceptances have been received in respect of all the Pan Shares which were the subject of such irrevocable undertakings.

Prior to the announcement of the Offer, Belphar already owned 31,791,207 Pan Shares, representing approximately 29.90 per cent. of Pan's existing issued ordinary share capital.

Accordingly, the total number of Pan Shares now held by Belphar, together with those in respect of which valid acceptances of the Offer have been received, is therefore 99,101,348 Pan Shares, representing approximately 93.21 per cent. of Pan's existing issued share capital.

In addition, Belphar owns GBP8.85 million principal amount of convertible fixed rate loan notes due, (i) as to GBP8.5 million, on 19 November 2015 and (ii) as to GBP350,000, on 26 April 2016 (the "CLNs"). Subject to Pan obtaining all necessary Pan Shareholders' approvals, such loan notes could potentially be converted into, in aggregate, 40,227,272 Pan Shares, representing approximately 27.45 per cent. of Pan's share capital, as enlarged by full conversion of the CLNs. In addition, Belphar owns 408,163 warrants over Pan Shares which are currently exercisable and, if fully exercised at their exercise price of 24.5 pence per share, would convert into a further 408,163 Pan Shares.

Save as disclosed in this announcement, neither Belphar nor the Belphar Director nor any person acting, or deemed to be acting, in concert with Belphar for the purposes of the Offer has any interest in relevant securities of Pan or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of Pan or has during the Offer Period borrowed or lent any relevant securities of Pan.

Settlement of consideration

Settlement of the consideration to which any Pan Shareholder is entitled under the Offer is expected to be dispatched (or credited through CREST) to validly accepting Pan 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 paragraphs 14.1 or 14.2, as relevant, of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document.

De-listing, cancellation of trading on AIM and compulsory acquisition

Since Belphar has now received acceptances under the Offer in respect of more than 90 per cent. of the Pan Shares to which the Offer relates, Belphar intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 (the "Act") to acquire compulsorily the remaining Pan Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer and will as soon as practicable post compulsory acquisition notices pursuant to section 979 of the Act. A further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.

Further, as stated in the Offer Document, since the Offer is now wholly unconditional and Belphar holds or has received acceptances in respect of Pan Shares carrying more than 75 per cent. of the voting rights attaching to the ordinary share capital of Pan, Belphar intends to take steps to procure, as soon as practicable, the making of an application by Pan to the London Stock Exchange for the cancellation of admission to trading of Pan Shares on AIM and a further announcement will be made giving at least 20 Business Days' notice prior to the anticipated cancellation of admission to trading on AIM. It is also anticipated that, after the cancellation of admission, Pan will be re-registered as a private company under the relevant provisions of the Act. Pan Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and marketability of Pan Shares not acquired under the Offer. Once cancellation has taken effect, Pan Shareholders will no longer be able to effect transactions in Pan Shares on AIM.

Further acceptance of the Offer

The Offer will remain open for acceptance until further notice. Belphar will give not less than 14 days' notice in writing to Pan Shareholders who have not accepted the Offer that the Offer will remain open for such period before closing it.

Pan Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Pan Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the relevant valid share certificate(s) or other documents of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible.

Pan Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Pan Shares held in uncertificated form (that is, in CREST), should read paragraph 13.2 of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document and Part D of Appendix I to the Offer Document and follow the procedure for electronic acceptance through CREST set out therein so that the TTE instruction settles as soon as possible.

Pan Shareholders who hold their Pan Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction(s) to Euroclear.

Copies of the Offer Document and additional Forms of Acceptance are available from Equiniti Limited, Corporate Actions by telephoning 0871 384 2809 or [phone] (if calling from outside the UK) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the 0871 384 2809 number cost 8 pence per minute (excluding VAT) plus network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made 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.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document dated 27 May 2014.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Pan at www.peterminals.com and Belphar at www.belphar.com by no later than 12.00 p.m. on 19 June 2014 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.