Phaunos Timber Fund Limited Recommendation to Accept Stafford's Final Offer (4497D)

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RNS Number : 4497D

Phaunos Timber Fund Limited

09 October 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.

9 October 2018

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

RECOMMENDATION TO ACCEPT STAFFORD'S FINAL OFFER

The board of Phaunos (the "Board") notes the announcement made on 8 October 2018 by Stafford Capital Partners Limited ("Stafford") indicating that, pursuant to Stafford's final revised offer for the entire issued and to be issued share capital of the Company (the "Final Offer"), as at 1.00 p.m. (London time) on 8 October 2018, Stafford had received valid acceptances in respect of a total of 411,353,410 Phaunos shares, representing an aggregate of 82.54 per cent. of the issued share capital of Phaunos.

The Board notes that should the offer become wholly unconditional, Stafford stated that they would take steps to delist the Company. This would leave shareholders with a minority interest in an unlisted company, with the liquidity and marketability of Phaunos shares significantly reduced as a result.

The Board still believes that the Final Offer undervalues Phaunos. However, in view of Stafford having declared its Final Offer unconditional as to acceptances and having received acceptances from shareholders holding more than 82 per cent. of the Phaunos shares, the Board believes that accepting the Final Offer is in the best interest of shareholders as a whole and now unanimously recommends that shareholders accept the Final Offer.

The Final Offer remains subject to certain conditions, including receipt of any consents or approvals required under the New Zealand Overseas Investment Act 2005 or the New Zealand Overseas Investment Regulations 2005 in respect of the Final Offer having been granted (or being deemed to have been granted in accordance with the relevant law) on terms satisfactory to Stafford. The Board notes Stafford's announcements on Thursday 27(th) September 2018 and Friday 28(th) September 2018 that it has been informed that the OIO's recommendation has been sent for Ministerial approval and that Stafford anticipates that the Final Offer will be declared wholly unconditional by no later than 19 October 2018, once it has received the OIO clearance.

Until Stafford's Final Offer is declared wholly unconditional, the Board will continue to seek to progress the execution of the Asset Realisation Process and will conduct the Rayonier litigation in the interests of the Company. On 5(th) October 2018 Phaunos filed its defence to Rayonier's claim and made an application to the High Court in Auckland to strike out Rayonier's claim.

Enquiries:

 
 Phaunos Timber Fund Limited 
  Richard Boléat (Chairman)               [phone] 
 Evercore Partners International LLP 
  (Financial Adviser) 
  Julian Oakley 
  Julien Baril                                [phone] 
 Winterflood Investment Trusts (Corporate 
  Broker) 
  Joe Winkley 
  Neil Langford                               [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. The person responsible for arranging for the release of this announcement on behalf of Phaunos is JTC Fund Solutions (Guernsey) Limited (acting as Company Secretary).

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 UK Takeover 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.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for Phaunos Timber Fund and no one else in connection with the Offer, the Final Offer and other matters set out in this announcement and will not regard any other person as its client in relation to the Offer, the Final Offer and other matters in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Offer, the Final Offer or any other matter referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Offer, the Final Offer, this announcement or any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Phaunos Timber Fund or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein.

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Phaunos Timber Fund and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protections afforded to clients of Winterflood, nor for providing advice in relation to any matter referred to herein.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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October 09, 2018 08:21 ET (12:21 GMT)