Potential Offer (3044Y)
20 Dezember 2010 - 4:06PM
UK Regulatory
TIDMJPLH
RNS Number : 3044Y
Japan Leisure Hotels Ltd
20 December 2010
20 December 2010
Japan Leisure Hotels Limited
("JPLH" or the "Company")
Potential Offer for the Company
Funds managed by DKR Oasis Management Company, LP ("DKR Oasis")
own approximately 87.6% of the Company's issued share capital. DKR
Oasis recently informed the Board that it wanted to exit its
investment in the Company and was taking active steps to achieve
this end. There are a number of ways such an exit could be
structured including an offer being made for its shares or a sale
of the Company's assets.
The Takeover Panel has ruled that an offer for the Company will
be subject to the City Code on Takeovers and Mergers (the "Code").
If an offer is made under the Code, DKR Oasis is in a position to
deliver control of the Company by selling its shares (in which
event the buyer will be required to make a cash offer on no less
favourable terms to the remaining minority shareholders) or by
providing an irrevocable undertaking to accept a takeover offer
made for the Company's shares.
Under the AIM Rules, the Company cannot liquidate its assets
without first obtaining the approval of shareholders in general
meeting. At any such meeting, DKR Oasis would be in a position to
vote through the required resolution. Although DKR Oasis does not
currently control the Board, and so cannot force the Board to enter
into contracts to liquidate its investments in the Bonita hotel
portfolio, DKR Oasis can under Guernsey law gain control of the
Board or requisition shareholder meetings to achieve its ends
should it wish to do so.
The Board has recently been working with DKR Oasis to help
maximise any sale proceeds for the benefit of all shareholders but
it is not anticipated that the proceeds of any offer for the
Company will deliver a premium to the current share price and it
may even result in a discount.. Also, a sale of the assets to
realise value in the short term is likely to be at a substantial
discount to the previously announced net asset value per ordinary
share which was based on the value of the assets on a going concern
basis..
The Board believes that given additional time it might be
possible to deliver greater value to shareholders than has been
offered to date and is in discussions with DKR Oasis to explore
whether it would be prepared to exit its investment in the Company
over a longer timeframe.
The Board is willing to consider proposals from any new party
interested in considering an offer for the Company or its assets.
The asset manager New Perspective has indicated its willingness to
continue as manager or alternatively to resign in order to
facilitate any preferred exit structure
A further announcement updating shareholders will be made when
appropriate. There can be no certainty that any offer will be made
nor as to the terms on which any offer may be made.
In accordance with Rule 2.10 of the Code, the Company confirms
that, as at 20 December 2010, it had 44,100,002 ordinary shares in
issue. The International Securities Identification Number (ISIN)
reference for these securities is GG00B28QMS50 and the SEDOL code
is B28QMS5.
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be published on the Company's website:
www.japanleisurehotels.com.
Enquiries:
Asset Manager
Steve Mansfield +81 3 4550 1808
Shore Capital and Corporate Limited
(NOMAD to the Company)
Dru Danford
Stephane Auton 020 7408 4090
Pelham Bell Pottinger 020 7861 3112 or 07802 442
Archie Berens 486
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the tenth business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the tenth
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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