Phaunos Timber Fund Limited Rayonier Update (8498B)

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RNS Number : 8498B

Phaunos Timber Fund Limited

25 September 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES.

25 September 2018

Phaunos Timber Fund Limited ("Phaunos" or the "Company")

Rayonier Update

On 28 August, the Company announced that it had been made aware by Rayonier Canterbury LLC ("Rayonier") that it had issued proceedings in the Auckland High Court alleging a breach by Phaunos of confidentiality, notice and consultation obligations in the shareholders' agreement between the parties in relation to their respective interests in the Matariki Forestry Group ("Matariki") (the "Shareholders Agreement"). Rayonier also wrote to Phaunos purporting to serve an acquisition notice on Phaunos in accordance with the terms of the Shareholders Agreement in reliance on the alleged breach.

The Company has since engaged the services of a leading New Zealand law firm and a leading New Zealand QC to address the claims. In addition, the Board has instructed an independent law firm with specific expertise in UK takeovers law to advise on what the Board believes to be the principal issue in dispute between Phaunos and Rayonier. The independent law firm's advice accords with the advice given to the Board by its own UK legal advisers prior to the publication of the Company's response circular in relation to the Stafford offer.

The Company expects shortly to file its statement of defence in relation to the claims, together with counterclaims for abuse of process and breach of the Shareholders Agreement, for which Phaunos intends to seek damages. Concurrently, the Company will also file a motion seeking to strike out Rayonier's claims.

A further update will be provided to shareholders in due course.

Enquiries:

 
 Phaunos Timber Fund Limited 
  Richard Boléat (Chairman)     [phone] 
 

Rule 26.1 Disclosures

In accordance with Rule 26.1 of the UK Takeover Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on Phaunos's website at http://www.phaunostimber.com/offer-from-stafford/ by no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Important Notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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September 25, 2018 04:48 ET (08:48 GMT)