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Share Name Share Symbol Market Type Share ISIN Share Description
Jacques Vert LSE:JQV London Ordinary Share GB0004699137 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 21.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Retailers 118.4 5.3 2.7 7.8 40

Offer for Jacques Vert plc

19/12/2011 9:31am

UK Regulatory (RNS & others)


Jacques Vert (LSE:JQV)
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Minerva Bidco Limited

19 December 2011

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

19 December 2011

RECOMMENDED CASH OFFER

for Jacques Vert plc ("Jacques Vert")

by Minerva Bidco Limited ("Minerva Bidco")

Summary

-- The Board of Jacques Vert and the Board of Minerva Bidco are pleased to announce they have reached agreement on the terms of a recommended cash offer to be made by Minerva Bidco for the entire issued and to be issued ordinary share capital of Jacques Vert.

-- Jacques Vert Shareholders who accept the Offer will be entitled to receive 21 pence in cash per Jacques Vert Share.

-- The price of 21 pence represents a premium of approximately 68 per cent. to the Closing Price of 12.5 pence per Jacques Vert Share on 16 December 2011.

-- The Offer values the entire issued and to be issued ordinary share capital of Jacques Vert at approximately GBP41.2 million.

-- Irrevocable undertakings have been received from the Jacques Vert Directors in respect of 2,383,465 Jacques Vert Shares (representing, in aggregate, approximately 1.2 per cent. of Jacques Vert's issued ordinary share capital).

-- Minerva Bidco is a newly incorporated company established to make the Offer. It is a wholly owned subsidiary of Minerva Holdco, which is an affiliate of Sun Capital.

-- Sun Capital is a leading U.S. based private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies that can benefit from its in-house operating professionals and experience.

-- Sun Capital has particular strength in, and knowledge of, the retail sector. Sun Capital's industry expertise stems from owning a portfolio of retail and apparel companies, including a total of 19 companies operating in the sector with aggregate revenues of over U.S. $11.5 billion per annum.

-- Jacques Vert is a leading womenswear retailer predominantly aimed at the more classic end of the market. It owns four high quality brands, namely "Jacques Vert", "Planet", "Precis" and "Windsmoor".

-- Jacques Vert's brands are retailed in the UK, Canada and Ireland, through leading national and independent department stores, as well as from a number of own brand stores. In total, Jacques Vert trades from a network of approximately 900 outlets. Each brand sells through its own websites and some department store websites.

-- The Board of Jacques Vert, which has been so advised by its financial adviser, Hawkpoint, considers the terms of the Offer to be fair and reasonable so far as Jacques Vert Shareholders are concerned. In providing advice to the Board of Jacques Vert, Hawkpoint has taken into account the commercial assessments of the Board of Jacques Vert.

-- The Offer is subject to the terms and conditions of Appendix I which include valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m., on the First Closing Date (or such time(s) and/or date(s) as Minerva Bidco may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Minerva Bidco may decide) in nominal value of the Jacques Vert Shares to which the Offer relates.

Enquiries:

 
 Jacques Vert plc 
 Paul Allen, Chief Executive     Tel: 08700 345 
                                  636 
 
 Hawkpoint Partners Limited 
 (Financial Adviser to Jacques 
  Vert) 
 Christopher Darlington          Tel: 0207 665 
                                  4500 
 William Bain                    www.hawkpoint.com 
 
 Zeus Capital Limited 
 (Financial Adviser to Minerva 
  Bidco) 
 Richard Hughes                  Tel: 0161 831 
                                  1512 
 Nick Cowles                     www.zeuscapital.co.uk 
 Andrew Jones 
 
 FTI Consulting 
 (Public Relations advisers to 
  Minerva Bidco) 
 Fergus Wheeler                  Tel: 0207 831 
                                  3113 
 Marc Cohen 
 
 Seymour Pierce Limited 
 (Nominated Adviser and Broker 
  to Jacques Vert) 
 Jonathan Wright                 Tel: 0207 107 
                                  8000 
 

This summary should be read in conjunction with, and is subject to, the full text of this announcement including the Appendices.

Appendix I sets out the conditions and further terms of the Offer. Appendix II contains details relating to the irrevocable undertakings given by the Board of Jacques Vert. Appendix III contains the definitions of certain terms used in this announcement.

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva Bidco and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Minerva Bidco for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Jacques Vert plc and for no one else in connection with the Offer and will not be responsible to anyone other than Jacques Vert plc for providing the protections afforded to clients of Hawkpoint Partners Limited, or for providing advice in connection with the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposal for the Offer will be made solely through the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

In accordance with Rule 2.10 of the City Code, the current issued share capital of Jacques Vert comprises 192,444,078 ordinary shares of 10 pence each. The ISIN number for the Jacques Vert Shares is GB0004699137.

Forward-looking Statements

This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Minerva Bidco or Jacques Vert; (ii) business and management strategies and the expansion and growth of Minerva Bidco or Jacques Vert's operations and potential synergies resulting from the Offer by Minerva Bidco for Jacques Vert; and (iii) the effects of government regulation on Minerva Bidco or Jacques Vert's respective businesses.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Minerva Bidco or Jacques Vert. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Minerva Bidco or Jacques Vert or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Minerva Bidco and Jacques Vert disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Minerva Bidco and Jacques Vert on the date of this document and are made only as of the date of this document. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the City Code, neither Minerva Bidco nor Jacques Vert intends, or undertakes any obligation, to update any information contained in this document, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 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 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 City Code, any person who is, or becomes, interested in 1 per cent. 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(s). 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 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 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 +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons 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.

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 and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

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

19 December 2011

RECOMMENDED CASH OFFER

for Jacques Vert plc

by Minerva Bidco Limited

   1.   Introduction 

The Board of Minerva Bidco and the Board of Jacques Vert today announce the terms of a recommended cash offer to be made by Minerva Bidco for the entire issued and to be issued ordinary share capital of Jacques Vert at a price of 21 pence per Jacques Vert Share.

   2.   The Offer 

The Offer will be subject to, inter alia, the Conditions and further terms set out in Appendix I to this announcement (and to the further terms to be set out in the Offer Document and the Form of Acceptance) and will be made on the following basis:

   for each Jacques Vert Share                          21  pence in cash 

This represents a premium of approximately 68 per cent. to the Closing Price of 12.5 pence per Jacques Vert Share on 16 December 2011 being the latest practicable business day prior to the release of this announcement.

Subject to the terms and conditions as set out in Appendix I, the Offer will extend to all Jacques Vert Shares unconditionally allotted or issued and fully paid as at the date of the Offer and any Jacques Vert Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Jacques Vert Share Option Scheme and awards made under the Jacques Vert Long Term Incentive Plan and any Jacques Vert Shares agreed to be issued as consideration before the date of this announcement (if any)) while the Offer remains open for acceptance (or by such earlier date as Minerva Bidco may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances) but excluding any Jacques Vert Shares which are to be issued as consideration after the date the Offer becomes or is declared wholly unconditional.

The Offer will be subject to the terms and conditions of Appendix I which include valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m., on the First Closing Date (or such time(s) and/or date(s) as Minerva Bidco may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Minerva Bidco may decide) in nominal value of the Jacques Vert Shares to which the Offer relates.

   3.   Background to and reasons for the Offer 

The Board of Minerva Bidco believes that the acquisition of Jacques Vert will provide Sun Capital with greater scale and penetration in this segment of the retail market while also adding new and complementary brands to Sun Capital's portfolio of retail and apparel companies.

In addition, the Board of Minerva Bidco believes that Jacques Vert is better suited to a private company environment which, in its opinion, would allow the Jacques Vert business to be grown profitably within a simplified and more cost efficient corporate structure. Minerva Bidco intends to continue to grow Jacques Vert's revenues and invest in the business for the long term.

Affiliates of Sun Capital operate a number of businesses in the global retail sector, including Irisa Group (which includes assets acquired recently out of administration from Alexon Group plc). It is Sun Capital's intention to combine the Jacques Vert and Irisa Group businesses following the Offer becoming or being declared wholly unconditional in all respects. The combination of these two businesses provides an opportunity to create a larger and stronger business, with real scale in the womenswear apparel market. This could form an exciting platform for long-term growth to the benefit of both companies' customers, stakeholders and employees alike.

The Board of Minerva Bidco also believes that full acceptance of the Offer will:

-- enable Jacques Vert Shareholders to realise the cash value of their investment in Jacques Vert without incurring dealing charges at a share price which is at a significant premium of approximately 68 per cent. to the Closing Price of 12.5 pence per Jacques Vert Share on 16 December 2011 being the last dealing day prior to the date of this announcement;

-- remove from Jacques Vert the financial, managerial and regulatory burdens of being a publicly quoted company; and

-- enable Jacques Vert to access sources of capital and adopt a financial structure not available to or appropriate for a publicly quoted company.

   4.   Background to and reasons for recommending the Offer 

While the Board of Jacques Vert believes that Jacques Vert is well placed to deliver further growth, the current economic outlook is uncertain. It is against this background that the Board of Jacques Vert has considered the Offer.

In particular, in recommending the Offer, the Board of Jacques Vert has taken the following into consideration:

-- the significant bid premium represented by the Offer as compared to the current market price; and

-- the fact that the Offer provides Jacques Vert Shareholders with the opportunity to realise the whole of their investment in cash at a value which they might not otherwise obtain in the short to medium term.

While the Board of Jacques Vert continues to believe that Jacques Vert would have a strong future as an independent quoted business, given the above factors it believes that the Offer represents an attractive value for Jacques Vert Shareholders and it has therefore agreed unanimously to recommend it.

   5.   Recommendation 

The Board of Jacques Vert, which has been so advised by its financial adviser, Hawkpoint, considers the terms of the Offer to be fair and reasonable so far as Jacques Vert Shareholders are concerned. In providing advice to the Board of Jacques Vert, Hawkpoint has taken into account the commercial assessments of the Board of Jacques Vert.

Accordingly, the Board of Jacques Vert recommends that Jacques Vert Shareholders accept the Offer.

Minerva Bidco has received irrevocable undertakings from each of the Jacques Vert Directors to accept the Offer in respect of their entire beneficial holdings of Jacques Vert Shares, and those of their connected persons, representing, in aggregate, approximately

1.2 per cent. of the existing issued share capital of Jacques Vert.

   6.   Irrevocable undertakings 

Irrevocable undertakings to accept the Offer have been received by Minerva Bidco from the Jacques Vert Directors, representing, in aggregate, approximately 1.2 per cent. of Jacques Vert's issued ordinary share capital.

Certain details of the irrevocable undertakings are set out in Appendix II and copies of the irrevocable undertakings given by the Jacques Vert Directors will remain available on Jacques Vert's website in relation to the Offer at www.jacques-vert-plc.co.uk while the Offer remains open for acceptance.

   7.   Information relating to Jacques Vert 

Jacques Vert is a leading womenswear retailer predominantly aimed at the more classic end of the market. It owns four high quality brands, namely "Jacques Vert", "Planet", "Precis" and "Windsmoor".

Jacques Vert's brands are retailed in the UK, Canada and Ireland, through leading national and independent department stores, as well as from a number of own brand stores. In total, Jacques Vert trades from a network of approximately 900 outlets. Each brand sells through its own websites and some department store websites.

Jacques Vert employs approximately 1,200 full time equivalent staff.

For the most recent financial period ended 30 April 2011, Jacques Vert reported profit on ordinary activities before taxation and impairment costs of GBP5.3 million (2010: GBP5.1 million) on turnover of GBP118.4 million (2010: GBP115.3 million). Net assets as at 30 April 2011 were GBP25.5 million (24 April 2010: GBP23.4 million).

For further information regarding Jacques Vert's current trading and prospects, Jacques Vert Shareholders are directed to the interim results announced today and the trading update made on 28 November 2011. Both are available at www.jacques-vert-plc.co.uk

Trading since 28 November 2011 has been in line with the Board's expectations.

   8.   Information relating to Sun Capital and the Minerva Bidco Group 

Sun Capital is a leading U.S. based private investment firm focused on leveraged buyouts, equity, debt, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience.

Affiliates of Sun Capital manage and advise various private equity funds on a discretionary basis. Affiliates of Sun Capital have invested in more than 280 companies worldwide since Sun Capital's inception in the U.S. in 1995, with combined sales in excess of U.S. $40 billion. Sun Capital has approximately U.S. $8 billion of equity capital under management.

Sun Capital has offices in Boca Raton, Los Angeles and New York in the US, as well as affiliates in London, Frankfurt, Paris, Luxembourg, Shanghai and Shenzhen.

Sun Capital has particular strength in, and knowledge of, the retail sector. Sun Capital's industry expertise stems from owning a portfolio of retail and apparel companies, including a total of 19 companies operating in the sector, with aggregate revenues of over U.S. $11.5 billion per annum.

Most recently, on 29 September 2011, Irisa Group Limited, an affiliate of Sun Capital, acquired the business and assets of Alexon Group plc; a womenswear company which operates brands including "Kaliko", "Ann Harvey" and "Eastex" from over 990 outlets across the UK and the rest of Europe.

Minerva Bidco is a newly incorporated company established to make the Offer. It is a wholly owned subsidiary of Minerva Holdco, which is an affiliate of Sun Capital.

The members of the Minerva Bidco Group have not traded since their incorporation and have not entered into any material obligations other than in connection with the Offer and its financing.

   9.   Jacques Vert Share Option Scheme and Jacques Vert Long Term Incentive Plan 

The Offer will extend to Jacques Vert Shares issued or unconditionally allotted upon the exercise of options or vesting of awards under the Jacques Vert Share Awards/Options while the Offer remains open for acceptance or prior to such earlier date as Minerva Bidco may (subject to the City Code or with the consent of the Panel) decide, not being earlier than the date which the Offer becomes unconditional as to acceptances or, if later, 9 January 2012. Appropriate proposals will be put to the holders of options and awards under the Jacques Vert Share Award/Options by Minerva Bidco and Jacques Vert.

In accordance with the rules of the Jacques Vert Share Option Scheme, options will become exercisable in full on the date the Offer becomes unconditional.

In accordance with the rules of the Jacques Vert Long Term Incentive Plan, awards will vest in full subject to time pro-rating, on the same date.

The proposals to the holders of Jacques Vert Share Awards/Options will offer them the opportunity to accept the Offer in respect of the Jacques Vert Shares which they acquire upon exercise or vesting.

10. Management and employees, places of business and fixed assets of the Jacques Vert Group

The Minerva Bidco Directors have given assurances to the Jacques Vert Directors that, following the Offer becoming or being declared wholly unconditional in all respects, the existing employment rights, including pensions rights, of all management and employees of the Jacques Vert Group will be safeguarded in accordance with contractual and statutory requirements.

Minerva Bidco has so far not had full access to information relating to Jacques Vert and its employees. Until the Offer has become or is declared unconditional in all respects, Minerva Bidco will not have the opportunity to access such information and conduct a review of the business and operations of the Jacques Vert Group. Consequently, Minerva Bidco cannot be certain what implications there will be for the management and employees of the Jacques Vert Group, but considers that some changes may be required following its post-completion review.

In addition, given the limited information reviewed to date, Minerva Bidco cannot be certain what changes may be required to the Jacques Vert Group's places of business or re-deployment of Jacques Vert Group's fixed assets.

If the Offer becomes or is declared unconditional in all respects, the Jacques Vert Non-Executive Directors will resign from the Board of Jacques Vert with immediate effect.

11. Compulsory acquisition, de-listing, cancellation of admission to trading of Jacques Vert Shares

If Minerva Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Jacques Vert Shares to which the Offer relates and of the voting rights carried by those Jacques Vert Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Minerva Bidco intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Jacques Vert Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Minerva Bidco intends to procure that Jacques Vert applies to the London Stock Exchange for the cancellation of trading in the Jacques Vert Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects, subject to compliance with applicable requirements of the AIM Rules. The cancellation of trading of Jacques Vert Shares will significantly reduce the liquidity and marketability of any Jacques Vert Shares not acquired by Minerva Bidco.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, and assuming the cancellation of trading of Jacques Vert Shares on AIM, Jacques Vert will be re-registered as a private company.

12. Financing the Offer

Full acceptance of the Offer is expected to require the payment by Minerva Bidco of up to approximately GBP41.2 million in cash, representing the Offer Price for Jacques Vert's fully diluted issued share capital assuming the exercise in full of all outstanding Jacques Vert Share Awards/Options.

The Offer is to be financed by a loan from the Bank of Montreal. Minerva Bidco has entered into a loan authorisation agreement dated 16 December 2011 with the Bank of Montreal in order to finance the Offer.

Zeus Capital has confirmed it is satisfied that financial resources are available to Minerva Bidco sufficient to satisfy the cash consideration payable under the Offer in the event of full acceptance of the Offer.

13. Disclosure of interests

Minerva Bidco will, at the date of this announcement, make a separate public Opening Position Disclosure as required under Rule 8.1(a) of the City Code. Such announcement will contain details of any interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer for the purposes of the City Code.

14. Further details of the Offer

Zeus Capital, on behalf of Minerva Bidco, will dispatch the Offer Document and (in respect of certificated Jacques Vert Shares) the related Form of Acceptance, setting out full details of the Offer today.

Further details of the Offer will be set out in the Offer Document.

In accordance with Rule 30.4 of the City Code, a copy of this announcement, the loan authorisation agreement referred to in paragraph 12 of this announcement and the irrevocable undertakings referred to in Appendix II will be published on the following website: www.jacques-vert-plc.co.uk.

Enquiries:

 
 Jacques Vert plc 
 Paul Allen, Chief Executive     Tel: 08700 345 
                                  636 
 
 Hawkpoint Partners Limited 
 (Financial Adviser to Jacques 
  Vert) 
 Christopher Darlington          Tel: 0207 665 
                                  4500 
 William Bain                    www.hawkpoint.com 
 
 Zeus Capital Limited 
 (Financial Adviser to Minerva 
  Bidco) 
 Richard Hughes                  Tel: 0161 831 
                                  1512 
 Nick Cowles                     www.zeuscapital.co.uk 
 Andrew Jones 
 
 FTI Consulting 
 (Public Relations advisers to 
  Minerva Bidco) 
 Fergus Wheeler                  Tel: 0207 831 
                                  3113 
 
 Seymour Pierce Limited 
 (Nominated Adviser and Broker 
  to Jacques Vert) 
 Jonathan Wright                 Tel: 0207 107 
                                  8000 
 

This summary should be read in conjunction with, and is subject to, the full text of this announcement including the Appendices.

Appendix I sets out the conditions and further terms of the Offer. Appendix II contains details relating to the irrevocable undertakings given by certain Jacques Vert Shareholders. Appendix III contains the definitions of certain terms used in this announcement.

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva Bidco and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Minerva Bidco for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Jacques Vert plc and for no one else in connection with the Offer and will not be responsible to anyone other than Jacques Vert plc for providing the protections afforded to clients of Hawkpoint Partners Limited, or for providing advice in connection with the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.

This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposal for the Offer will be made solely through the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

In accordance with Rule 2.10 of the City Code, the current issued share capital of Jacques Vert comprises 192,444,078 ordinary shares of 10 pence each. The ISIN number for the Jacques Vert Shares is GB0004699137.

Forward-looking Statements

This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Minerva Bidco or Jacques Vert; (ii) business and management strategies and the expansion and growth of Minerva Bidco or Jacques Vert's operations and potential synergies resulting from the Offer by Minerva Bidco for Jacques Vert; and (iii) the effects of government regulation on Minerva Bidco or Jacques Vert's respective businesses.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Minerva Bidco or Jacques Vert. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Minerva Bidco or Jacques Vert or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Minerva Bidco or Jacques Vert disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Minerva Bidco or Jacques Vert on the date of this document and are made only as of the date of this document. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the City Code, neither Minerva Bidco nor Jacques Vert intends, or undertakes any obligation, to update any information contained in this document, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 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 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 City Code, any person who is, or becomes, interested in 1 per cent. 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(s). 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 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 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 +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons 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.

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 and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

APPENDIX I: CONDITIONS AND FURTHER TERMS OF THE OFFER

   1.         The Offer will be subject to the following Conditions: 

1.1 valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Minerva Bidco may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Minerva Bidco may decide) in nominal value of the Jacques Vert Shares to which the Offer relates, provided that this condition shall not be satisfied unless Minerva Bidco and/or its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise and whether directly or indirectly, Jacques Vert Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Jacques Vert, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Jacques Vert Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise but which shall exclude any Jacques Vert Shares which are issued as consideration after the date the Offer becomes or is declared wholly unconditional but which for the avoidance of doubt shall include any Jacques Vert Shares which have been agreed to be issued as consideration before the date the Offer becomes or is declared wholly unconditional. For the purpose of this Condition:

1.1.1 shares which have been unconditionally allotted, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry upon being registered in the register of members of Jacques Vert;

1.1.2 the expression "Jacques Vert Shares to which the Offer relates" shall be construed in accordance with sections 974 to 977 of the Companies Act; and

1.1.3 valid acceptances shall be treated as having been received in respect of any Jacques Vert Shares which Minerva Bidco shall, pursuant to section 977(1) of the Companies Act be treated as having acquired or contracted to acquire by virtue of acceptances of the Offer.

   1.2        no government or governmental, quasi governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, or any other body or person whatsoever in any jurisdiction (each an "Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to: 

1.2.1 require or prevent the divestiture by the Wider Jacques Vert Group or Minerva Bidco of all or a material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own all of their respective assets or properties to an extent which is material in the context of the Offer as a whole;

1.2.2 impose any limitation on, or result in a delay in, the ability of Minerva Bidco directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares in Jacques Vert or on the ability of any member of the Wider Jacques Vert Group or Minerva Bidco to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Jacques Vert Group or to exercise management control over any such member of the Wider Jacques Vert Group to an extent which is material in the context of the Offer;

1.2.3 require Minerva Bidco to offer to acquire any shares or other securities or interest in any member of the Wider Jacques Vert Group owned by any third party which is material in the context of the Offer;

1.2.4 (a) make the Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Jacques Vert void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or delay the same, or impose additional conditions or obligations with respect thereto, or (b) otherwise challenge, or require amendment of, the Offer to an extent which is material in the context of the Offer or the Wider Jacques Vert Group in each case taken as a whole; or

1.2.5 otherwise adversely affect the business, assets or profits of Minerva Bidco or any member of the Wider Jacques Vert Group in a manner which is material in the context of the Wider Jacques Vert Group or of the obligations of Minerva Bidco in connection with the Offer in each case taken as a whole, and all applicable waiting and other time periods during which any such Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired or been terminated;

1.3 all mandatory filings having been made in connection with the Offer and all statutory or regulatory obligations in any material jurisdiction having been complied with in connection with the Offer or the acquisition by Minerva Bidco of any shares or other securities in, or control of, Jacques Vert and all necessary waiting periods under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably necessary or appropriate in respect of the Offer and the proposed acquisition of any shares or other securities in, or control of, Jacques Vert by Minerva Bidco having been obtained in terms and in a form satisfactory to Minerva Bidco (acting reasonably) from all relevant Authorities or persons with whom any member of the Wider Jacques Vert Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals, together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Jacques Vert Group which are material in the context of the Wider Jacques Vert Group taken as a whole, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew the same at the time at which the Offer becomes otherwise unconditional (where such revocation or failure to renew would be material in the context of the Wider Jacques Vert Group, taken as a whole) and all mandatory statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects;

1.4 save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider Jacques Vert Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, in consequence of the Offer, or the proposed acquisition of any shares or other securities in Jacques Vert or because of a change in the control or management of Jacques Vert or otherwise, could or might reasonably be expected to result, to an extent in each case, which would be material in the context of the Wider Jacques Vert Group taken as a whole, in:

1.4.1 any monies borrowed by, or any other indebtedness (actual or contingent) of or grant available to, any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

1.4.2 the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) becoming enforceable;

1.4.3 any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of any such member of the Wider Jacques Vert Group being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder that is material in the context of the Offer;

1.4.4 any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

1.4.5 the rights, liabilities, obligations, interests or business of any such member in or with any firm or body or, in the case of a business any arrangements relating to such interest or business, being terminated, adversely modified or affected;

1.4.6 any such member ceasing to be able to carry on business under any name under which it presently does so;

1.4.7 the financial or trading position or prospects of any member of the Wider Jacques Vert Group being prejudiced or adversely affected to an extent which is material in the context of the Offer; or

1.4.8 the creation of any material liability, actual or contingent, by any such member otherwise than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Jacques Vert Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub paragraphs 1.4.1 to 1.4.8 in each case, to an extent which is material in the context of the Wider Jacques Vert Group as a whole;

   1.5        save as Disclosed, no member of the Wider Jacques Vert Group since 30 April 2011 having: 

1.5.1 issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities (save for options or awards granted on or before the date hereof under the Jacques Vert Share Option Scheme or the Jacques Vert Long Term Incentive Plan and for any Jacques Vert Shares allotted upon exercise or vesting of such options);

1.5.2 other than to a wholly-owned member of the Jacques Vert Group, recommended, declared, paid, made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

1.5.3 issued, authorised or proposed the issue of any debentures, save in the ordinary course of business, or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Jacques Vert Group as a whole;

1.5.4 entered into or offered to enter into (which remains open for acceptance) any contract, any reconstruction or amalgamation, any transaction or arrangement otherwise than in the ordinary course of business which in any such case is material in the context of the Wider Jacques Vert Group as a whole;

1.5.5 entered into an agreement, contract, arrangement or commitment or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions or events referred to in this paragraph which in any such case is material in the context of the Wider Jacques Vert Group as a whole;

1.5.6 entered into or materially varied or made an offer (which remains open for acceptance) to enter into or materially vary, the terms of any service agreement with any director, or (other than in the ordinary course of business) with any senior executive of the Wider Jacques Vert Group;

1.5.7 entered into or offered to enter into (which offer remains open for acceptance) any agreement which consents to the restriction of the scope of the business of any member of the Wider Jacques Vert Group which is material in the context of the Wider Jacques Vert Group or Minerva Bidco as a whole;

1.5.8 waived or compromised any material claim otherwise than in the ordinary course of business which is material in the context of the Wider Jacques Vert Group taken as a whole;

1.5.9 entered into or varied or authorised, or offered (which offer remains open for acceptance) to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is restrictive to the businesses of any member of the Wider Jacques Vert Group or which involves an obligation of such a nature or magnitude and which is material in the context of the Wider Jacques Vert Group as a whole;

1.5.10 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced, save in respect of the matters mentioned in sub paragraph 1.5.1 above, or made any other material change to any part of its share capital;

1.5.11 taken any corporate action or (to an extent which is material in the context of the Jacques Vert Group taken as a whole) had any legal proceedings started or threatened against it for its winding up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

1.5.12 save for transactions between wholly owned members of the Jacques Vert Group merged with any body corporate or acquired or disposed of or demerged or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest or change in its loan capital, as aforesaid (other than in the ordinary course of business) which in any such case is material in the context of the Offer.

   1.6        save as Disclosed since 30 April 2011: 

1.6.1 there having been no adverse change in the business, assets, financial or trading position or profits of Jacques Vert or any other member of the Wider Jacques Vert Group in each case which is material in the context of the Wider Jacques Vert Group taken as a whole;

1.6.2 there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Jacques Vert Group is or could reasonably be expected to become a party (whether as plaintiff or defendant or otherwise), no such proceedings having been threatened in writing against any member of the Wider Jacques Vert Group and no investigation by an Authority against or in respect of any member of the Wider Jacques Vert Group having been instituted, threatened or announced by or against or remaining outstanding in respect of any member of the Wider Jacques Vert Group which in any such case might adversely affect any member of the Wider Jacques Vert Group in any way which is material in the context of the Wider Jacques Vert Group taken as a whole;

1.6.3 no contingent or other liability having arisen which would be reasonably likely materially and adversely to affect the Wider Jacques Vert Group taken as a whole; or

1.6.4 no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Jacques Vert Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider Jacques Vert Group, taken as a whole.

1.7 save as Disclosed, Minerva Bidco not having discovered after the date of this announcement:

1.7.1 that any financial, business or other information concerning the Wider Jacques Vert Group that is material in the context of the Offer as contained in the information publicly disclosed at any time by any member of the Wider Jacques Vert Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected and which is material in the context of the Wider Jacques Vert Group taken as a whole;

1.7.2 that any past or present member of the Wider Jacques Vert Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Jacques Vert Group which non compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Jacques Vert Group which would be material in the context of the Wider Jacques Vert Group taken as a whole; and

1.7.3 that there is or is likely to be, for that or any other reason whatsoever, any liability (whether actual or contingent) of any past or present member of the Wider Jacques Vert Group to or requirement to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Jacques Vert Group which is material in the context of the Wider Jacques Vert Group taken as a whole.

1.8 Minerva Bidco reserves the right to waive all or any of Conditions 1.2 to 1.7 (inclusive) above, in whole or in part. Except with the consent of the Panel, the Offer will lapse unless Conditions 1.2 to 1.7 (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Minerva Bidco in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which Condition 1.1 is satisfied. Minerva Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of Conditions 1.2 to 1.7 (inclusive) by a date earlier than the latest date specified above for the fulfilment or satisfaction of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment or satisfaction.

1.9 If the Offer lapses, the Offer will cease to be capable of further acceptance and Minerva Bidco and holders of Jacques Vert Shares shall thereupon cease to be bound by acceptances made on or before the date on which the Offer so lapses.

1.10 If Minerva Bidco is required by the Panel to make a mandatory offer for Jacques Vert Shares under the provisions of Rule 9 of the City Code, Minerva Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

1.11 Jacques Vert Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date hereof. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Jacques Vert in respect of a Jacques Vert Share on or after the date hereof, the price payable under the Offer in respect of a Jacques Vert Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Jacques Vert Share is or will be transferred pursuant to the Offer on a basis which entitles Minerva Bidco alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a Jacques Vert Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Jacques Vert Share will be obliged to account to Minerva Bidco for the amount of such dividend or distribution or return of capital.

APPENDIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER

Irrevocable undertakings received from the Board of Jacques Vert

Minerva Bidco has received irrevocable undertakings to accept or procure acceptance of the Offer from all of the Jacques Vert Directors in respect of their entire beneficial holdings of Jacques Vert Shares in respect of a total of 2,383,465 issued Jacques Vert Shares representing, in aggregate, approximately 1.2 per cent. of the issued ordinary share capital of Jacques Vert, comprised as follows:

 
  Name                   Number   Percentage 
                     of Jacques    of issued 
                           Vert     ordinary 
                         Shares        share 
                                     capital 
 
  Steve Bodger          200,000          0.1 
 Paul Allen           1,307,794          0.7 
 Ian Johnson            845,671          0.4 
 Gillian Berkmen         10,000          0.0 
 Jessica Burley          10,000          0.0 
 Christopher 
  Baker                  10,000          0.0 
                   ------------  ----------- 
 Total                2,383,465          1.2 
                   ------------  ----------- 
 

Minerva Bidco has also received irrevocable undertakings from the Jacques Vert Executive Directors to accept the Offer or the proposals to be made by Minerva Bidco and Jacques Vert to holders of Jacques Vert Share Awards/Options.

APPENDIX III: DEFINITIONS

 
 
 "AIM"                                 the AIM market operated 
                                        by the London Stock Exchange 
 "AIM Rules"                           the AIM Rules for companies, 
                                        published by the London 
                                        Stock Exchange 
 "Board of Jacques Vert"               the board of directors 
  or "Jacques Vert Directors"           of Jacques Vert as at 
                                        the date of this document 
 "Board of Minerva Bidco"              the board of directors 
                                        of Minerva Bidco as at 
                                        the date of this announcement 
 "business day"                        a day (other than a Saturday, 
                                        a Sunday or public holiday) 
                                        on which banks are generally 
                                        open for business in the 
                                        City of London for the 
                                        transaction of all normal 
                                        Sterling banking business 
 "City Code"                           the City Code on Takeovers 
                                        and Mergers of the United 
                                        Kingdom 
 "Closing Price"                       the closing middle market 
                                        quotation of a Jacques 
                                        Vert Share as derived 
                                        from the AIM Appendix 
                                        to the Daily Official 
                                        List 
 "Companies Act"                       the Companies Act 2006 
                                        (as amended) 
 "Conditions"                          the conditions set out 
                                        in Appendix I of this 
                                        announcement 
 "Disclosed"                           (i) as disclosed in the 
                                        Jacques Vert Annual Report 
                                        and Accounts 2011; or 
                                        (ii) publicly announced 
                                        by Jacques Vert (by the 
                                        delivery of an announcement 
                                        through a Regulatory Information 
                                        Service) on or prior to 
                                        19 December 2011; or (iii) 
                                        as fairly disclosed to 
                                        Minerva Bidco prior to 
                                        19 December 2011 
 "First Closing Date"                  the date which is 1.00 
                                        p.m. on the date 21 days 
                                        after the date of posting 
                                        of the Offer Document 
 "Form of Acceptance"                  the form of acceptance 
                                        and authority relating 
                                        to the Offer which will 
                                        accompany the Offer Document 
 "Hawkpoint"                           Hawkpoint Partners Limited, 
                                        financial adviser to Jacques 
                                        Vert 
 "Jacques Vert"                        Jacques Vert plc, a company 
                                        registered in England 
                                        and Wales under number 
                                        1075752 
 "Jacques Vert Annual Report           the audited annual consolidated 
  and Accounts 2011"                    financial statements of 
                                        the Jacques Vert Group 
                                        for the financial year 
                                        ended 30 April 2011 
 "Jacques Vert Directors"              Steve Bodger, Paul Allen, 
                                        Ian Johnson, Christopher 
                                        Baker, Gillian Berkmen 
                                        and Jessica Burley 
 "Jacques Vert Group"                  Jacques Vert and its subsidiary 
                                        undertakings 
 "Jacques Vert Long Term               the Jacques Vert Executive 
  Incentive Plan"                       Incentive Plan 
 "Jacques Vert Non Executive           Steve Bodger, Gillian 
  Directors"                            Berkmen, Jessica Burley 
                                        and Christopher Baker 
 "Jacques Vert Share Awards/Options"   the options over Jacques 
                                        Vert Shares granted under 
                                        the Jacques Vert Share 
                                        Option Scheme and the 
                                        awards of Jacques Vert 
                                        Shares made under the 
                                        Jacques Vert Long Term 
                                        Incentive Plan 
 "Jacques Vert Share Option            the Jacques Vert 2010 
  Scheme"                               Conversion Plan 
 "Jacques Vert Shareholders"           holders of Jacques Vert 
                                        Shares 
 "Jacques Vert Shares"                 (i) the existing unconditionally 
                                        allotted and issued and 
                                        fully paid ordinary shares 
                                        of 10 pence each in the 
                                        capital of Jacques Vert; 
                                        and (ii) any further ordinary 
                                        shares of 10 pence each 
                                        in the capital of Jacques 
                                        Vert which are unconditionally 
                                        allotted and issued and 
                                        fully paid before the 
                                        date on which the Offer 
                                        closes for acceptance 
                                        (or such earlier date 
                                        as Minerva Bidco may determine, 
                                        not being earlier than 
                                        the date on which the 
                                        Offer becomes or is declared 
                                        unconditional as to acceptances), 
                                        but excluding any Jacques 
                                        Vert Shares which are 
                                        issued as consideration 
                                        after the date the Offer 
                                        becomes or is declared 
                                        wholly unconditional but 
                                        which, for the avoidance 
                                        of doubt, shall not include 
                                        any Jacques Vert Shares 
                                        which have been agreed 
                                        to be issued as consideration 
                                        before the date the Offer 
                                        becomes or is declared 
                                        wholly unconditional 
 "London Stock Exchange"               London Stock Exchange 
                                        plc 
 "Minerva Bidco"                       Minerva Bidco Limited, 
                                        a private company registered 
                                        in England and Wales under 
                                        number 7877515 
 "Minerva Bidco Group"                 Minerva Bidco and Minerva 
                                        Holdco 
 "Minerva Holdco"                      Minerva Holdco Limited, 
                                        a private company registered 
                                        in England and Wales with 
                                        number 7877375 
 "Offer Document"                      the Offer Document to 
                                        be posted to Jacques Vert 
                                        Shareholders today containing 
                                        the full terms and conditions 
                                        of the Offer 
 "Offer Period"                        the period commencing 
                                        on the date of this announcement 
                                        and ending on the date 
                                        the Offer is declared 
                                        unconditional as to acceptances 
                                        or otherwise lapses 
 "Offer Price"                         21 pence per Jacques Vert 
                                        Share 
 "Panel"                               The Panel on Takeovers 
                                        and Mergers of the United 
                                        Kingdom 
 "Restricted Jurisdiction"             any jurisdiction where 
                                        the relevant action would 
                                        constitute a violation 
                                        of the relevant laws and 
                                        regulations of that jurisdiction 
                                        or would result in a requirement 
                                        to comply with any governmental 
                                        or other consent or any 
                                        registration, filing or 
                                        other formality which 
                                        Minerva Bidco regards 
                                        as unduly onerous 
 "Sun Capital"                         Sun Capital Partners, 
                                        Inc. 
 "UK" or "United Kingdom"              the United Kingdom of 
                                        Great Britain and Northern 
                                        Ireland 
 "Wider Jacques Vert Group"            Jacques Vert, any subsidiary 
                                        and associated undertakings 
                                        of Jacques Vert and any 
                                        other undertakings in 
                                        which Jacques Vert and 
                                        any such subsidiary and 
                                        associated undertakings 
                                        (aggregating their interests) 
                                        have a significant interest 
 "Zeus Capital"                        Zeus Capital Limited, 
                                        financial adviser to Minerva 
                                        Bidco 
 

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are London times.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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