Offer for Bulgarian Property Developments PLC

 
TIDMBPD 
 
 

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 

  For immediate release 
 

  26 March 2009 
 

  CASH OFFER 
 

  by 
 

  WINDSORVILLE INVESTMENTS LTD. 
 

  for 
 

  BULGARIAN PROPERTY DEVELOPMENTS PLC 
 

  Acceptance levels and extension of the Offer 
 

  On 12 February 2009, the board of directors of Windsorville Investments Ltd. ("Windsorville") announced the terms of a cash offer by Windsorville for the entire issued and to be issued ordinary share capital of Bulgarian Property Developments Plc ("BPD") at a price of 16 pence per BPD Share. The document setting out the background and full terms of the Offer (the "Offer Document") was posted to BPD Shareholders on 19 February 2009. The Offer was declared unconditional in all respects on 6 March 2009. 
 

  The board of directors of Windsorville announces that as at 1.00 p.m. (London time) on 26 March 2009, valid acceptances of the Offer had been received in respect of a total of 57,275,066 BPD Shares, representing approximately 52.91 per cent. of the existing issued share capital of BPD. 
 

  In addition to the BPD Shares in respect of which Windsorville has received valid acceptances of the Offer, Windsorville owns 38,498,253 BPD Shares, representing approximately 35.56 per cent. of the existing issued share capital of BPD. 
 

  In total, therefore, as at 1.00 p.m. (London time) on 26 March 2009, Windsorville either owns or has received valid acceptances in respect of 95,773,319 BPD Shares (representing approximately 88.48 per cent. of the existing issued share capital of BPD). 
 

  BPD recommendation to accept the Offer 
 

  The board of Windsorville notes the announcement by the board of BPD on 20 March 2009 that it now recommends BPD Shareholders to accept the Offer, as the directors of BPD intend to do in respect of their own shareholdings. 
 

  BPD Shareholders who have not yet accepted the Offer are therefore urged to do so as soon as possible. 
 

  Extension of the Offer 
 

  The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until 1.00 p.m. (London time) on 9 April 2009. Any further extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer was otherwise due to expire, or such later time or date as the Panel may agree. 
 

  For BPD Shares held in certificated form, to accept the Offer, Forms of Acceptance not yet returned should be completed, signed and returned in accordance with the instructions set out in paragraphs 12(a) and 12(b) of the letter from Windsorville in Part I of the Offer Document and on the Form of Acceptance, so as to be received as soon as possible. 
 

  For BPD Shares held in uncertificated form (that is, held in CREST) an Electronic Acceptance should be made in accordance with the instructions set out in paragraphs 12(c) to 12(e) of the letter from Windsorville in Part I of the Offer Document as soon as possible. 
 

  BPD Shareholders who require assistance in accepting the Offer (or who require a replacement Form of Acceptance or a further copy of the Offer Document) should telephone Capita Registrars (the receiving agent for the Offer) on 0871 664 0321 or, if calling from outside the UK, on [phone]. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice. 
 

  BPD Shareholders who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. 
 

  Settlement of consideration 
 

  As previously announced, settlement of cash consideration in respect of valid acceptances received or made whilst the Offer remains open for acceptance will be despatched (or, in respect of BPD Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received. 
 

  Cancellation of admission to trading and compulsory acquisition of BPD Shares 
 

  Having acquired or agreed to acquire more than 75 per cent. of the voting rights attaching to the BPD Shares, Windsorville has procured BPD to make an application to the London Stock Exchange for the cancellation of admission to trading of BPD Shares on AIM. It is anticipated that cancellation of admission to trading on AIM will take effect at 7.00 a.m. on 28 April 2009. It is intended that, following such cancellation, BPD will be re-registered as a private company under the relevant provisions of the Companies Acts. 
 

  The cancellation of the admission to trading of BPD Shares will significantly reduce the liquidity and marketability of any BPD Shares not assented to the Offer. In this event there may be no future market for a BPD Shareholder to realise their investment in BPD. There is no guarantee that any dividends or other distributions would be made by BPD and therefore BPD Shareholders may not receive any return from their investment. 
 

  As previously announced, subject to Windsorville receiving sufficient acceptances in respect of the Offer, Windsorville intends to apply the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining BPD Shares in respect of which the Offer has not been accepted on the same terms as the Offer. 
 

  General 
 

  Save as set out in this announcement neither Windsorville, nor any person acting in concert with Windsorville, has any interest in or right to subscribe for relevant securities of BPD or has any short position in relation to relevant securities of BPD (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of BPD. 
 

  Neither Windsorville, nor any Associate of Windsorville, has any outstanding irrevocable commitment or letter of intent in respect of any relevant securities of BPD. 
 

  Neither Windsorville, nor any person acting in concert with Windsorville, has borrowed or lent any relevant securities of BPD nor has any arrangement in relation to relevant securities been made. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities. 
 

  Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document. The terms "acting in concert" and "relevant securities" have the same meanings as in the Code. 
 

  Enquiries: 
 

  Douglas Armstrong, Dickson Minto W.S. 
 

  Tel: [phone] 
 

  This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute, or form any part of, an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in respect of certificated BPD Shares, the Form of Acceptance which contain the full terms and conditions of the Offer. Any response to the Offer Document should be made only on the basis of information contained in the Offer Document. BPD Shareholders are advised to read the formal documentation in relation to the Offer carefully. 
 

  The directors of Windsorville and Joseph C. Lewis accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of such information relating to BPD (which has been compiled from public sources) is to ensure that such information has been correctly and fairly reproduced and presented.Subject to the aforesaid, to the best of the knowledge and belief of the directors of Windsorville and Joseph C. Lewis (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 
 

  Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Windsorville in connection with the Offer and for no one else and will not be responsible to anyone other than Windsorville for providing the protections afforded to clients of Dickson Minto W.S., or for giving advice in relation to the Offer or any other matter referred to in this announcement or in the Offer Document. 
 

  Overseas Shareholders 
 

  The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. 
 

  The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All BPD Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. 
 

  The Offer is capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to the Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected. 
 

  Further details in relation to overseas shareholders are contained in the Offer Document. 
 

  Dealing disclosure requirements 
 

  Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of BPD, all "dealings" in any "relevant securities" of BPD (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of BPD, they will be deemed to be a single person for the purposes of Rule 8.3. 
 

  Under the provisions of Rule 8.1. of the Code, all "dealings" in "relevant securities" of BPD by Windsorville or by BPD or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. 
 

  A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 

  "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 
 

  Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]; fax number [phone].