Belphar Limited POSTING OF OFFER DOCUMENT (1338I)

TIDMPAN

RNS Number : 1338I

Belphar Limited

27 May 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.

27 May 2014

RECOMMENDED CASH OFFER

FOR

PAN EUROPEAN TERMINALS PLC

BY

BELPHAR LTD

POSTING OF OFFER DOCUMENT

On 21 May 2014, Belphar Ltd ("Belphar") and Pan European Terminals plc ("Pan" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer to be made by Belphar for the entire issued and to be issued share capital of Pan not already owned by Belphar (the "Offer").

Belphar announces that the Offer Document containing the full terms of, and Conditions to, the Offer, has today been posted to Pan Shareholders, together (where applicable) with the related Form of Acceptance (in respect of Pan shares held in certificated form).

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 17 June 2014.

Full details of the procedure for accepting the Offer are set out in the letter from Belphar to Pan Shareholders in Part II of the Offer Document and are summarised below.

To accept the Offer in respect of Pan Shares held in certificated form (that is, not in CREST), Pan Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and in paragraph 13.1 of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document, and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible and, in any event, so as to be received by Equiniti Limited by 1.00 p.m. (London time) on 17 June 2014. Additional Forms of Acceptance can be obtained by contacting Equiniti Limited on telephone number 0871 384 2809 (or, if telephoning from outside the UK, on telephone number [phone]).

To accept the Offer in respect of Pan Shares held in uncertificated form (that is, in CREST), Pan Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in paragraph 13.2 of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 17 June 2014. If Pan Shareholders hold their Pan 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 CREST.

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

In accordance with Rule 30.4 of the Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be made available, 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 until the end of the Offer Period (or, if later, the end of any competition reference period). 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.

Enquiries:

 
 
   Belphar Ltd                                           Tel: [phone] 
   Khofiz Shakhidi                                       0046 
 Strand Hanson Limited - Financial Adviser to          Tel: [phone] 
  Belphar                                               3494 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Bell Pottinger - Financial PR to Belphar              Tel: [phone] 
  Mark Antelme                                          3232 
  Henry Lerwill 
 Pan European Terminals plc                            Tel: [phone] 
  Simon Escott, Chief Executive Officer and Interim     1908 
  Executive Chairman                                    Mob: [phone] 
                                                        095 800 
 finnCap Ltd - Joint Financial Adviser to Pan          Tel: [phone] 
  Stuart Andrews                                        0500 
  Christopher Raggett 
 Westhouse Securities Ltd - Joint Financial Adviser,   Tel: [phone] 
  Nominated Adviser and Broker to Pan                   6100 
  Richard Johnson 
  Antonio Bossi 
 Leander - Financial PR to Pan                         Tel: [phone] 
  Christian Taylor-Wilkinson                            168 157 
 

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Belphar and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Belphar for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, Nominated Adviser and Broker to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of Westhouse Securities Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. 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. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States. The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is 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 to tender offers made in accordance with US procedures and law.

It may be difficult for Pan Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws since Belphar and Pan are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US Pan Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.

In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that Belphar or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions. Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of the Offer Document or determined whether such document is accurate or complete. Any representation to the contrary is a criminal offence

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 1% 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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.

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).

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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