Belphar Limited Statement of intention not to make an offer-amend (2058T)

TIDMPAN

RNS Number : 2058T

Belphar Limited

15 November 2013

RE-RELEASE SAME DAY

The 'Statement of intention not to make an offer' announcement for Belphar Ltd released today,

15 November 2013 at 15.00 under RNS No 1940T has been re-released in the interests of market clarity.

The announcement text is unchanged and is reproduced in full below.

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 OR REGULATIONS OF SUCH JURISDICTION.

For immediate release

15 November 2013

Belphar Ltd ("Belphar")

Statement of intention not to make an offer

On 21 October 2013, Belphar announced that it was considering a possible all cash offer (the "Possible Offer") for the entire issued and to be issued share capital of Pan European Terminals Plc ("Pan" or the "Company") not already owned by Belphar at a price of 22 pence per Pan Ordinary Share, which it considered reflected fair value for all Pan shareholders.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code") requires that Belphar, by not later than 5.00 p.m. on Monday 18 November 2013 (unless the Panel had consented otherwise), either announces a firm intention to make an offer for Pan in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer.

Accordingly, despite holding a number of discussions with the board of Pan (the "Board"), as no recommendation has been forthcoming, Belphar confirms that it has decided not to proceed with its Possible Offer.

Belphar notes that a general meeting of Pan's shareholders is scheduled to be held at 11.00 a.m. on Monday 18 November 2013, further to the adjournment of 1 November 2013 (the "General Meeting"), at which the resolutions to enable the conversion of the 8,500,000 GBP1 secured convertible loan notes issued by Dan-Balt Terminals Limited (a wholly owned subsidiary of Pan) (the "CLNs"), acquired by Belphar on 22 October 2013, are to be considered. Belphar further notes the unanimous recommendation of the Board that Pan's shareholders vote in favour of such resolutions in order that the requisite share capital authorities be obtained ahead of the deadline of 19 November 2013 (the "Deadline"), negotiated between the prior holder of the CLNs and the Board.

As detailed in Pan's announcement of 15 October 2013, if the Company does not obtain the necessary approvals by the Deadline, the Company is required to pay the holder of the CLNs, a premium of GBP550,000. As further noted in the announcement, absent conversion, in addition to the premium payment, Pan remains liable for the GBP8.5 million repayment of principal due on 19 November 2015 and interest at 10 per cent. per annum. If necessary, a further general meeting can be convened to obtain the requisite approvals to enable conversion of the outstanding CLNs, at any time before their scheduled redemption date of 19 November 2015.

Belphar is currently interested in 29.9 per cent. of Pan's issued share capital, holds 408,163 Warrants over Pan Ordinary Shares and holds, in aggregate, 8,850,000 GBP1 CLNs, which are secured over all of Pan's assets, excluding those in Cyprus and Russia.

As Pan's largest shareholder and its secured loan note holder, Belphar looks forward to the Board progressing a solution to the current Rosbunker situation and delivering value to the Company's shareholders.

Belphar, and any person deemed to be acting in concert with it, are subject to the restrictions imposed by Rule 2.8 of the Code. For the purposes of Rule 2.8, Belphar reserves its right to take any action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the circumstances set out in Note 2 to Rule 2.8 of the Code.

All defined terms used in this announcement are as defined in Belphar's Possible Offer announcement of 21 October 2013, unless the context otherwise requires.

For further information, please visit www.belphar.com or contact:

 
 Belphar Ltd                                 Tel: [phone] 
  Khofiz Shakhidi                                            0046 
 Belphar Family Office                       Tel: [phone] 
  Nadeem Rahman                                              0046 
 Strand Hanson Limited - Financial Adviser   Tel: [phone] 
  to Belphar Ltd                                             3494 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 
 Bell Pottinger - Financial PR               Tel: [phone] 
  Mark Antelme                                               3232 
  Henry Lerwill 
 

Strand Hanson Limited is authorised and regulated by the Financial Conduct Authority. Strand Hanson Limited is acting as financial adviser to Belphar Ltd and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Belphar Ltd for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

This announcement does not constitute any offer to acquire, or the solicitation of an offer to sell or transfer, any shares in Pan from or to any person in any jurisdiction.

Website disclosure

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available on Belphar's website at www.belphar.com by no later than 12 noon (London time) on 18 November 2013.

This information is provided by RNS

The company news service from the London Stock Exchange

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