Other Notices
RECOMMENDED CASH OFFER
by
BELPHAR LIMITED
to acquire the entire issued and to be issued ordinary share capital of
PAN EUROPEAN TERMINALS PLC
other than those shares already owned by Belphar Limited
Notice is hereby given in accordance with section 978(1) of the Companies Act 2006 that:
- a by means of a formal offer document (the “Offer Document”) dated and published on 27 May 2014, Belphar Limited (“Belphar”) has made a recommended cash offer (the “Offer”) to acquire the entire issued and to be issued share capital of Pan European Terminals plc (“Pan”) not already held by Belphar within the meaning of section 975 Companies Act 2006; and
- b copies of the Offer Document and the Form of Acceptance are available free of charge on request from the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by calling the helpline, between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, on 0871 384 2809 from within the UK or +44 121 415 0089 if calling from outside the UK. Calls to the 0871 384 2809 number cost 8 pence per minute (excluding VAT) plus network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Terms defined in the Offer Document have the same meaning in this advertisement.
Pan Shareholders who accept the Offer will receive 22 pence in cash for each Pan Share. The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and Form of Acceptance. This advertisement alone does not constitute and must not be construed as an offer. Pan Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Pan Shareholders who hold their Pan Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer. The Offer is, by means of this advertisement, extended to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have allotted to them, Pan Shares. The Offer will initially be open for acceptance until 1.00 p.m. on 17 June 2014 (or such later time(s) and/or date(s) as Belphar may, subject to the rules of The City Code on Takeovers and Mergers, decide). To accept the Offer, Pan Shareholders are advised to follow the procedure for acceptance of the Offer, as set out in the Offer Document and, in the case of Pan Shareholders who hold their Pan Shares in certificated form, the Form of Acceptance.
Unless otherwise determined by Belphar or required by the Code and permitted by applicable law and regulation, subject to certain exemptions, the Offer is not being, and will not be, made, directly or indirectly, in or into, and will not be capable of acceptance from or within, a jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Belphar or Pan if information or documentation concerning the Offer is sent or made available to Pan Shareholders in that jurisdiction (“Restricted Jurisdiction”) and this advertisement is not an extension of the Offer in any Restricted Jurisdiction. Accordingly, unless otherwise determined by Belphar, or required by the Code and permitted by applicable law and regulation, copies of this advertisement, the Offer Document, the Form of Acceptance and any other accompanying documents related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and all persons receiving the Offer Document, the Form of Acceptance and any other accompanying document (including, without limitation, custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions, as doing so may be a breach of applicable law and regulation in that jurisdiction and may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction and should carefully read paragraph 6 of Part B and paragraph 3 of Part C or paragraph 3 of Part D (as appropriate) of Appendix I to the Offer Document (and in case of Pan Shares held in certificated form) the relevant provisions of the Form of Acceptance.
Any person (including nominees, trustees and custodians) who would, or otherwise intend to, or may have a legal or contractual obligation to, forward the Offer Document and/or the Form of Acceptance and/or any related document to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction, seek appropriate advice and carefully read paragraph 6 of Part B and paragraph 3 of Part C or paragraph 3 of Part D (as appropriate) of Appendix I of the Offer Document and the relevant provisions of the Form of Acceptance, before taking any action.
Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Belphar and no-one else in connection with the Offer and other matters described in the Offer Document, and will not be responsible to anyone other than Belphar for providing the protections afforded to clients of Strand Hanson or for providing advice in relation to the Offer, the contents of this announcement or the Offer Document or any other matter referred to in the Offer Document.
The Belphar Director accepts responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the Belphar Director (who has taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
28 May 2014
