Invista Real Est Inv. Mgt Hldgs PLC Court sanction announcement (4936J)

TIDMINRE

RNS Number : 4936J

Invista Real Est Inv. Mgt Hldgs PLC

07 August 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 
 Press Release   7 August 2012 
 

RECOMMENDED CASH OFFER

for

Invista Real Estate Investment Management Holdings plc

by

Palmer Capital Investors (India) Limited

Scheme sanctioned by the Court and issue of shares

On 18 June 2012, Invista Real Estate Investment Management Holdings plc ("Invista") and Palmer Capital Investors (India) Limited ("Palmer Capital") announced that they had reached agreement on the terms of a recommended offer, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), of the entire issued and to be issued share capital of Invista by Palmer Capital. A circular containing, amongst other things, notices of the Court Meetings and the General Meeting, details of the Scheme and setting out the terms of the Offer (the "Scheme Document") was posted to Invista Shareholders on 27 June 2012. The Scheme was approved by the requisite majority of the holders of Scheme Shares on 20 July 2012.

The Directors of Invista are pleased to announce that the conditions set out in Part 3 of the Scheme Document have been satisfied and that the Court sanctioned the Scheme today. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Capital Reduction at the Court hearing which is scheduled to take place on 9 August 2012.

The Scheme Document also stated that, other than in relation to the Invista Long-Term Incentive Plan, all Invista Options not already exercised will (to the extent they are not already exercisable) become capable of exercise upon the Court sanctioning the Scheme and prior to the Scheme Record Time. The Scheme Document stated that Invista Options were to be satisfied by the issue of Ordinary Shares held in the EBT. There are currently 364,494 Ordinary Shares in the EBT and a further 1,379,487 new Ordinary Shares will need to be issued to it in order that the EBT can satisfy all outstanding Invista Options in full.

In this regard, Invista today announces that it has issued 1,379,487 new Ordinary Shares of GBP0.0001 pence each (the "New Ordinary Shares"). The New Ordinary Shares will rank pari passu with existing Ordinary Shares.

As part of the issue of New Ordinary Shares, the Company has today issued 438,519 New Ordinary Shares of 0.0001p each to the EBT to satisfy nil cost options granted to Guy Eastaugh, Director of the Company, under the 2008 Annual Incentive Plan. Following the share issue, Guy Eastaugh has a total interest in 902,193 Ordinary Shares, representing 0.3% of the Company's issued share capital.

Following an application by Invista to AIM, trading of Invista Shares will be suspended from 7.30 a.m. (London time) on 9 August 2012. It is expected that the Scheme will become effective on 10 August 2012, and that admission of Invista Shares on AIM will be cancelled and the Invista Shares will cease to be admitted to trading on AIM with effect from 7 a.m. (London time) on 13 August 2012. Since it is expected that the Invista Shares will cease to be admitted to trading on AIM from 13 August 2012, application is not being made for the New Ordinary Shares to be admitted to trading on AIM.

In accordance to Rule 2.10 of the City Code of Takeovers and Mergers, the Company confirms that following the issue of the New Ordinary Shares and before the Scheme becomes effective, it will have 268,627,241 ordinary shares of GBP0.0001 pence each in issue. The ISIN reference for these shares is GB00B1CKTY16. The Company also confirms that it has 50,000 preferred ordinary shares of GBP1 each in issue as at 7 August 2012.

Invista currently holds no Ordinary Shares and no Preferred Ordinary Shares in Treasury.

Unless otherwise defined, all capitalised terms shall have the same meaning as in the Scheme Document.

For further information:

 
 Invista 
 Douglas Ferrans    [phone] 
 Guy Eastaugh [phone] 
 
 
 Canaccord Genuity Hawkpoint Limited 
  (Financial adviser to Invista) 
 Charles Williams                       [phone] 
 Edward Arkus                           [phone] 
 Sunil Duggal                           [phone] 
 
 
 Canaccord Genuity (Broker to Invista) 
 Roger Lambert                            [phone] 
 Bruce Garrow                             [phone] 
 
 
 FTI Consulting (Public relations adviser 
  to Invista) 
 Ed Gascoigne-Pees                           [phone] 
 
 
 Palmer Capital 
 Alex Price        [phone] 
 Ray Palmer        [phone] 
 
 
 Fenchurch Advisory Partners (Financial 
  adviser to Palmer Capital) 
 Richard Locke                             [phone] 
 Graham Marchant                           [phone] 
 

Canaccord Genuity Hawkpoint Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Invista and is acting for no-one else in connection with the Offer and will not be responsible to anyone other than Invista for providing the protections afforded to clients of Canaccord Genuity Hawkpoint Limited or for providing advice in connection with the Offer or any other matter referred to in this document.

Fenchurch Advisory Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Palmer Capital and no one else in connection with the Offer and will not be responsible to anyone other than Palmer Capital for providing the protections afforded to customers of Fenchurch Advisory Partners or for providing advice in relation to the Offer or any other matter referred to in this document.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominee and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

A copy of this announcement will be made available, free of charge, on Invista's website at www.invistarealestate.com, and may be viewed free of charge (subject to any applicable restrictions in your jurisdiction).

You may request a hard copy of this announcement, free of charge, by contacting Canaccord Genuity Hawkpoint on [phone].

Dealing 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 paper 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 paper 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 paper 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 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 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 paper 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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