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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Wogen | LSE:WGN | London | Ordinary Share | GB00B0LMC209 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 39.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMWGN
RNS Number : 8266W
Sanctuary Partners Ltd
04 August 2009
4 August 2009
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
SANCTUARY PARTNERS LIMITED
RECOMMENDED OFFER
for
WOGEN PLC
Additional Irrevocable Commitments
(Rule 8.4 of the Takeover Code)
On 28 July 2009 Sanctuary Partners Limited ("Sanctuary") announced that it had
reached agreement on the terms of a recommended cash offer for the whole of the
issued and to be issued share capital of Wogen PLC ("Wogen").
In addition to the irrevocable commitments announced on 28 July 2009 and the
further commitment from RAB Special Situations (Master) Fund Limited ("RAB")
announced on 30 July 2009, Sanctuary is now pleased to disclose that it has
received further irrevocable commitments to accept the Cash Offer from certain
employees of Wogen ("Wogen Employees"), listed in the table in Appendix 2, and
from the Wogen Group 1992 Employees Trust, together amounting to 2.0% of the
issued share capital of Wogen.
As at the date of this announcement the irrevocable commitments that have been
received are as follows:
+---------------+------------+--------+--------+--------+--------+
| Name | No. | % | | | |
| | Wogen | | | | |
| | Shares | | | | |
+---------------+------------+--------+--------+--------+--------+
| Wogen | 27,285,421 | 60.8% | | | |
| Management | | | | | |
| Shareholders1 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| RAB | 1,930,237 | 4.3% | | | |
| Special | | | | | |
| Situations | | | | | |
| (Master) | | | | | |
| Fund | | | | | |
| Limited | | | | | |
| ("RAB")2 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| Anthony | 25,000 | 0.1% | | | |
| Shearer2 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| New | 750,000 | 1.7% | | | |
| Star | | | | | |
| Financial | | | | | |
| Opportunities | | | | | |
| Fund Limited | | | | | |
| ("New Star")3 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| Wogen | 562,885 | 1.3% | | | |
| Group | | | | | |
| 1992 | | | | | |
| Employees | | | | | |
| Trust4 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| Wogen | 348,348 | 0.8% | | | |
| Employees4 | | | | | |
+---------------+------------+--------+--------+--------+--------+
| Total | 30,901,891 | 68.8% | | | |
+---------------+------------+--------+--------+--------+--------+
| | | | | | |
+---------------+------------+--------+--------+--------+--------+
| Notes: | | | | | |
+---------------+------------+--------+--------+--------+--------+
| 1. The irrevocable commitments entered into by |
| Wogen Management Shareholders will continue to |
| bind, even if a Higher Competing Offer is announced |
| before the Scheme Effective Date and are to |
| irrevocably accept the Securities Offer. These are |
| detailed in Appendix 1 |
+----------------------------------------------------------------+
| 2. The irrevocable commitments to accept the Cash |
| offer entered into by RAB and by Anthony Shearer, |
| will cease to be binding if a Higher Competing |
| Offer is received |
+----------------------------------------------------------------+
| 3. The irrevocable commitment to accept the Cash |
| offer entered into by New Star will cease to be |
| binding if a Higher Competing Offer is received, |
| although such undertaking will still bind if |
| Sanctuary announces a revised offer which is higher |
| than the Higher Competing Offer is announced before |
| the Scheme Effective Date |
+----------------------------------------------------------------+
| 4. The irrevocable commitments to accept the Cash |
| Offer entered into by Wogen Employees and the Wogen |
| Group 1992 Employees Trust will continue to bind, |
| even if a Higher Competing Offer is received before |
| the Scheme Effective Date. Details of the Wogen |
| Employees are set out in Appendix 2 |
+---------------+------------+--------+--------+--------+--------+
Terms used in this announcement shall have the same meaning as set out in
the Rule 2.5 Announcement made by Sanctuary on 28 July 2009.
Appendix 1
The Wogen Management Shareholders are as follows:
+-------------+------------+--------+------------+------------+------------+------------+
| | | | Securities | | |
| | | | Consideration | | |
+-------------+------------+--------+-------------------------+------------+------------+
| Shareholder | No. of | % | No. of | No. of | No. of | Sanctuary |
| | Wogen | | Sanctuary | Sanctuary | Sanctuary | Loan |
| | Shares | | Ordinary | A | B | Notes |
| | | | Shares | Preference | Preference | GBP1 |
| | | | | Shares | Shares | Nominal |
+-------------+------------+--------+------------+------------+------------+------------+
| Allan | 875,140 | 2.0% | 739,919 | 135,221 | - | - |
| Kerr * | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| | 3,439,412 | 7.7% | 1,084,028 | 198,108 | - | GBP884,483 |
+-------------+------------+--------+------------+------------+------------+------------+
| Douglas | 2,028,747 | 4.5% | 1,715,277 | 313,470 | - | - |
| Hunter | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| Peter | 3,905,614 | 8.7% | 3,302,142 | - | 603,472 | - |
| Watkins | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| Colin | 13,313,227 | 29.7% | 11,256,147 | - | 2,057,080 | - |
| Williams** | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| | 691,712 | 1.5% | 584,833 | 106,879 | - | - |
+-------------+------------+--------+------------+------------+------------+------------+
| | 579,460 | 1.3% | 489,925 | 89,535 | - | - |
+-------------+------------+--------+------------+------------+------------+------------+
| Damian | 1,661,506 | 3.7% | 1,661,506 | - | - | - |
| Brousse | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| Norman | 673,502 | 1.5% | 673,502 | - | - | - |
| Ting | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| Neil | 117,101 | 0.3% | 117,101 | - | - | - |
| Poulter | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| Total | 27,285,421 | 60.8% | 21,624,380 | 843,213 | 2,660,552 | GBP884,483 |
+-------------+------------+--------+------------+------------+------------+------------+
| | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| * Comprises 875,140 Wogen Shares held by Allan Kerr and |
| 3,439,412 Wogen Shares held by Green Ridge Limited, a |
| company wholly owned by RBC Trustees (CI) Limited as trustee |
| of the A J Kerr 2007 Settlement of which Allan Kerr is a |
| beneficiary. |
+---------------------------------------------------------------------------------------+
| | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| ** Comprises 13,313,227 Wogen Shares held by Colin Williams |
| and 691,712 Wogen Shares held by The Colin Williams Family |
| Settlement and 579,460 Wogen Shares held by The Colin |
| Williams Accumulation and Maintenance Settlement, both being |
| settlements in which Colin Williams has no interest but is a |
| trustee. |
+---------------------------------------------------------------------------------------+
| | | | | | | |
+-------------+------------+--------+------------+------------+------------+------------+
| The reason for offering preference shares and loan notes as |
| an alternative to Sanctuary Ordinary Shares under the |
| Securities Offer is to provide an opportunity to the younger |
| members of Wogen Management to acquire a larger percentage |
| interest in the Sanctuary ordinary share capital than would |
| have been the case if only Sanctuary Ordinary Shares had |
| been offered. |
+-------------+------------+--------+------------+------------+------------+------------+
Appendix 2
The Wogen Employees are as follows:
+--------------------------------------------+----------+--------+
| Name | No. | % |
| | Wogen | |
| | Shares | |
+--------------------------------------------+----------+--------+
| Alexander Williams | 140,500 | 0.3% |
+--------------------------------------------+----------+--------+
| Liu Sau Mui | 68,677 | 0.2% |
+--------------------------------------------+----------+--------+
| Allan Stanley | 56,046 | 0.1% |
+--------------------------------------------+----------+--------+
| Alexander Fenkovsky | 45,420 | 0.1% |
+--------------------------------------------+----------+--------+
| Fan Jian Guang | 27,013 | 0.1% |
+--------------------------------------------+----------+--------+
| William Bennett | 5,692 | 0.0% |
+--------------------------------------------+----------+--------+
| Adam Greenwood | 3,000 | 0.0% |
+--------------------------------------------+----------+--------+
| David Boers | 2,000 | 0.0% |
+--------------------------------------------+----------+--------+
| Total | 348,348 | 0.8% |
+--------------------------------------------+----------+--------+
| | | |
+--------------------------------------------+----------+--------+
Enquiries:
+----------------------------------------------------+-----------------------+
| Corfin Communications (public relations adviser | Tel +44 (0)20 7977 |
| to Sanctuary) | 0026 |
| Harry Chathli | |
| | |
+----------------------------------------------------+-----------------------+
| Citroen Wells (financial adviser to Sanctuary) | Tel:44 (0)20 7304 |
| Eric Charles | 2000 |
| | |
+----------------------------------------------------+-----------------------+
| Sanctuary Partners Limited | Tel: 44 (0)20 7222 |
| Neil Poulter | 2171 |
| | |
+----------------------------------------------------+-----------------------+
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and
no one else in relation to the Scheme and the Proposals and will not be
responsible to anyone other than Sanctuary for providing the protections
afforded to clients of Citroen Wells or for providing advice in relation to the
Proposals, the Scheme or any matter or arrangement referred to in this
announcement.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Proposals or otherwise. The Proposals will be made solely through the Scheme
Circular, which will contain the full terms and conditions of the Proposals,
including details of how to vote in respect of the Proposals. Any acceptance or
other response to the Proposals should be made only on the basis of the
information in the Scheme Circular. Wogen Shareholders are advised to read
carefully the formal documentation in relation to the Scheme once it has been
despatched.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. 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 England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless
otherwise determined by Sanctuary and permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by the use of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national state or securities exchange
of any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facility.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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