TIDMHDY
RNS Number : 8939Y
Blake Holdings Limited
06 January 2020
BLAKE HOLDINGS LIMITED
6 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
BLAKE HOLDINGS LIMITED
MANDATORY CASH OFFER
for
HARDY OIL & GAS PLC
offer unconditional in all respects
On 25 November 2019, Blake Holdings Limited ("Blake") announced,
pursuant to Rule 2.7 of the Takeover Code, that it had agreed to
purchase 9,179,163 ordinary shares of US$0.01 each in the capital
of Hardy Oil & Gas Plc ("Hardy ") and as a result was required
under Rule 9 of the Takeover Code to make a mandatory cash offer to
acquire the entire issued and to be issued ordinary share capital
of Hardy other than the shares already held by Blake (or any
persons acting in concert with it) (the "Offer"). The full terms
and condition of the Offer, together with the procedures for
acceptance of the Offer, were set out in the offer document issued
by Blake on 13 December 2019 (the "Offer Document") and, in respect
of certificated Hardy Shares, the accompanying Form of
Acceptance.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer
Document.
Level of acceptances
As at 1:00pm (London time) on Monday 6 January 2020, Blake had
received valid acceptances of the Offer in respect of a total of
11,092,717 Hardy Shares, representing approximately 15.04 per. cent
of Hardy's existing issued share capital, which may count towards
the satisfaction of the acceptance condition to the Offer.
Blake holds 31,182,297 Hardy Shares, representing 42.27% of the
existing issued ordinary share capital, and voting rights, of
Hardy. Accordingly, as at 1:00pm (London time) on 6 January 2020,
Blake owned or had received valid acceptances in respect of a total
of 42,275,014 Hardy Shares, representing approximately 57.31 per.
cent of Hardy 's entire issued share capital.
The percentages listed in this announcement are based on a
current issued share capital of 73,764,035 Hardy Shares.
Offer unconditional in all respects
As set out in Part A of Appendix I of the Offer Document, the
Offer was conditional upon Blake securing valid acceptances of the
Offer in respect of Hardy Shares which would result in Blake (and
any person acting in concert with it) holding Hardy Shares carrying
more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Hardy.
In light of the level of acceptances and Hardy Shares already
held by Blake referred to above, the Condition has been satisfied.
Accordingly, the Offer is hereby declared unconditional in all
respects.
The Offer will continue to remain open until the First Closing
Date of 1:00pm (London time) on 7 January 2020. However, as the
Offer has been declared unconditional in all respects, the Offer
will now also remain open for acceptance for a further 14 calendar
days thereafter until 1:00pm (London time) on Tuesday 21 January
2020.
Hardy Shareholders who wish to accept (and have not yet validly
accepted) the Offer are urged to take action as soon as possible,
and in any event by 1:00pm (London time) on 21 January 2020.
Acceptance procedure
If you hold your Hardy Shares in Certificated Form (that is, not
in CREST), to accept the Offer you must complete the Form of
Acceptance enclosed with the Offer Document in accordance with the
instructions printed on it. Return the completed Form of Acceptance
(along with your share certificate(s) and/or other documents of
title) ) to the Receiving Agent, by post, or by hand (during normal
business house only) at Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD, as soon as possible but, in any
event, so as to be received no later than 1.00 p.m. (London time)
on 21 January 2020. If you are posting in the UK, a reply-paid
envelope was enclosed with the Form of Acceptance for your
convenience.
If you hold your Hardy Shares in Uncertificated Form (that is,
in CREST), to accept the Offer you must follow the procedure set
out on pages 20 to 23 of the Offer Document so that the TTE
Instruction settles no later than 1.00pm (London time) on 21
January 2020. If you hold your Hardy Shares as a Crest Sponsored
Member, you should refer to your CREST Sponsor as only your CREST
Sponsor will be able to send the necessary TTE instruction to
Euroclear.
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance), or have
questions in relation to making an electronic acceptance, please
contact the Receiving Agent on 0121 585 1131 (if calling from
within the UK) or + 44 121 585 1131 (if calling from outside the
UK) between 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday.
Calls to the Receiving Agent from within the UK are charged at your
network provider's standard rates. Calls to the helpline from
outside the UK will be charged at the applicable international
rate. Alternatively, you may contact the Receiving Agent, Neville
Registrars Limited, in writing at Neville House, Steelpark Road,
Halesowen B62 8HD. You should note that the Receiving Agent cannot
provide advice on the merits of the Offer nor give any financial,
legal or tax advice.
Settlement of consideration
Settlement of consideration under the Offer will be made within
14 days of the date of this announcement to those Hardy
Shareholders whose valid acceptances have already been received in
the manner described in the Offer Document. Settlement of
consideration in respect of valid acceptances received after the
date of this announcement will be made within 14 days after receipt
of each such acceptance.
Interests in Hardy Shares
As at the close of business on Friday 3 January 2020, being the
latest practicable date prior to publication of this announcement,
the interests of Blake and its concert parties and their immediate
families, related trusts and connected persons, all of which are
beneficial unless otherwise stated, in relevant securities were as
follows:
Name Type of relevant security held Number of relevant securities Approximate aggregate percentage of the
existing issued share capital, and voting
rights,
of Hardy
Blake Hardy Shares 31,182,297 42.27%
-------------------------------- ------------------------------ -------------------------------------------
With the exception of the interests set out above, as at close
of business on 3 January 2020, being the latest practicable date
prior to publication of this announcement, neither Blake, nor any
person acting in concert with it for the purposes of the Offer, is
interested in or has any rights to subscribe for any Hardy Shares,
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Hardy. For these purposes
'arrangement' includes any agreement to sell or any dealing
obligation or right to require another person to purchase or take
delivery of any relevant securities of Hardy, and any borrowing or
lending of any relevant securities of Hardy which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
Hardy.
Website publication and further copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be published (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Blake's website at www.blake.je and on Hardy 's website at
www.hardyoil.com by no later than 12 noon (London time) on the
business day following the publication of this announcement. The
contents of Blake's and Hardy's websites are not incorporated into,
and do not form part of, this announcement.
Further copies of this announcement, the Offer Document and the
Form of Acceptance may be obtained from the Receiving Agent,
Neville Registrars Limited, on 0121 585 1131 (if calling from
within the UK) or + 44 121 585 1131 (if calling from outside the UK
Lines are open from 9.00 a.m. to 5.00 p.m (London time) Monday to
Friday (excluding public holidays). 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. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. A
hard copy of this announcement will not be sent unless requested.
Any such person may request that all future documents,
announcements and information in relation to the Offer should be
sent to them in hard copy form.
Enquiries:
SPARK Advisory Partners Limited
(Financial adviser to Blake) Telephone: 020 3368 3550
Name Matt Davis
Name James Keeshan
Blake: Telephone: 01534 719761
Richard Griffiths, Director
Michael Bretherton, Director
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 rns@lseg.com or visit www.rns.com.
END
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