Abu Dhabi Capital Management LLC Offer Document Posted (4192X)

TIDMNTA

RNS Number : 4192X

Abu Dhabi Capital Management LLC

07 February 2013

Not for release, publication or distribution in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.

7 February 2013

RECOMMENDED MANDATORY CASH OFFER

by

SPADILLE LIMITED ("SPADILLE")

for

NORTHACRE PLC ("NORTHACRE")

Posting of Offer Document

Further to the announcement of 17 January 2013 by Spadille of a mandatory cash offer to acquire the entire issued and to be issued share capital of Northacre, Spadille is pleased to announce that the offer document (the "Offer Document") which contains, amongst other things, the full terms of, and conditions, to the Offer is being posted to Northacre Shareholders today together with the Form of Acceptance.

The Independent Directors unanimously recommend that Northacre Shareholders accept the Offer.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 28 February 2013.

To accept the Offer in respect of Northacre Shares held in certificated form, Northacre Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and set out in the Offer Document and return it together with their share certificate(s) or other document(s) of title to Capita Registrars, receiving agent for the Offer, as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 p.m. (London time) on 28 February 2013.

To accept the Offer in respect of Northacre Shares held in uncertificated form (that is, in CREST), Northacre Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 28 February 2013. If Northacre Shareholders hold their Northacre Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

A copy of this announcement, the Offer Document and the Form of Acceptance will be available for inspection free from charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ADCM's website (at www.adcm.ae) during the course of the Offer.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

ENQUIRIES

For further information contact:

 
 Spadille 
 Mustafa Kheriba              [phone] 
 Northacre 
 Brian Harris                 020 7349 8000 
 Malcolm Williams             020 7349 8000 
 finnCap Limited (financial adviser to Spadille) 
 Stuart Andrews               020 7220 0500 
 Henrik Persson               020 7220 0500 
 Ernst & Young LLP (Rule 3 adviser to Northacre) 
 Julie Green                  020 7951 2000 
 Tim Medak                    020 7951 2000 
 

finnCap Ltd, which is authorised and regulated in the UK by the FSA, is acting exclusively for Spadille and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Spadille for providing the protections afforded to clients of finnCap Ltd nor for providing advice in connection with the Offer or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise.

This announcement has been prepared for the purpose 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 directors of Spadille accept responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure requirements of the Takeover Code (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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