TIDMPCH
RNS Number : 6666L
Middlewich Limited
08 July 2014
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 such jurisdiction.
RECOMMENDED CASH offer by
Middlewich LIMITED
FOR
Pochin's PLC
OFFER UNCONDITIONAL AS TO ACCEPTANCES AND EXTENDED
Introduction
On 12 June 2014, Middlewich announced a recommended cash offer
for the entire issued and to be issued share capital of
Pochin's.
The full terms and conditions of the Offer and the procedure for
acceptance were set out in the Offer Document dated and posted to
Pochin's Shareholders on 12 June 2014 (the "Offer Document").
Level of Acceptances
As at 1.00 p.m. (London time) on 7 July 2014 (being the first
closing date of the Offer), Middlewich had received valid
acceptances from Pochin's Shareholders in respect of 19,046,112
Pochin's Shares, representing approximately 91.6 per cent. of the
existing issued share capital of Pochin's, all of which Middlewich
may count towards the satisfaction of its acceptance condition.
Prior to making the Offer, Middlewich obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain Pochin's Shareholders in respect of a total of
16,262,772 Pochin's Shares, representing approximately 78.2 per
cent. of the existing issued share capital of Pochin's
These irrevocable undertakings include those received from those
persons acting or deemed to be acting in concert with Middlewich as
follows:-
- from the Cedric Pochin Concert Party (including James
Nicholson and Sylvia Nicholson who are respectively the property
development director and a non-executive director of Pochin's, as
well as being directors of Middlewich) to accept the Offer and
elect for the Share Alternative in respect of 8,758,924 Pochin's
Shares, representing approximately 42.1 per cent. of the existing
issued share capital of Pochin's;
- from Michael Chadwick (in relation to all Pochin's Shares
beneficially owned by him) and from Quiros (in which company
Michael Chadwick has a non-beneficial interest) to accept the Offer
(making no election for the Share Alternative) in respect of a
total of 5,103,364 Pochin's Shares, representing in aggregate
approximately 24.5 per cent. of the existing issued share capital
of Pochin's.
The remaining irrevocable undertakings, received from persons
not acting or deemed to be acting in concert with Middlewich are as
follows:-
- from those of the Independent Directors who have an interest
in Pochin's Shares to accept the Offer (making no election for the
Share Alternative) in respect of the entire holdings totalling
26,500 Pochin's Shares, representing approximately 0.1 per cent of
their existing issued share capital of Pochin's; and
- from certain other Pochin's Shareholders to accept the Offer
making no election for the Share Alternative) in respect of
2,373,984 Pochin's Shares, representing approximately 11.4 per
cent. of the existing issued share capital of Pochin's.
As at 1.00 p.m. (London time) on 7 July 2014, valid acceptances
had been received in respect of 13,848,588 of the Pochin's Shares
which were the subject of irrevocable undertakings received from
those persons acting or deemed to be acting in concert with
Middlewich, as follows:-
- 8,745,224 Pochin's Shares (in relation to which elections for
the Share Alternative have been made) in respect of the irrevocable
undertakings received from the Cedric Pochin Concert Party,
representing 42 per cent. of the existing issued share capital of
Pochin's; and
- 5,103,364 Pochin's Shares in respect of the irrevocable
undertakings received from Michael Chadwick and from Quiros,
representing in aggregate 24.5 per cent. of the existing issued
share capital of Pochin's.
In addition, as at 1.00 p.m. (London time) on 7 July 2014, one
valid acceptance of the Offer had been received from a person
acting, or deemed to be acting, in concert with Middlewich who had
not given to Middlewich an irrevocable undertaking to accept the
Offer. This acceptance related to the 6,800 Pochin's Shares
beneficially owned by Stephen Chadwick.
As at 1.00 p.m. (London time) on 7 July 2014, valid acceptances
had also been received in respect of 1,944,639 of the Pochin's
Shares which were the subject of irrevocable undertakings received
from persons not acting or deemed to be acting in concert with
Middlewich, as follows:-
- 26,500 Pochin's Shares in respect of the irrevocable
undertakings received from Independent Directors, representing in
aggregate approximately 0.1 per cent of the existing issued share
capital of Pochin's; and
- 1,918,139 Pochin's Shares in respect of the irrevocable
undertakings received from certain other Pochin's Shareholders,
representing 9.2 per cent. of the existing issued share capital of
Pochin's.
The interests (excluding options under the Pochin's Share Option
Schemes as set out below) in respect of relevant securities held by
Middlewich and any persons acting or deemed to be acting in concert
with Middlewich, including the Middlewich Directors (and their
immediate families and related trusts and companies and connected
persons) are as follows:-
- the Cedric Pochin Concert Party has an interest, in aggregate,
in 8,758,924 Pochin's Shares, representing approximately 42.1 per
cent. of the existing issued share capital of Pochin's;
- Quiros has an interest in 5,033,364 Pochin's Shares,
representing approximately 24.2 per cent of the existing issued
share capital of Pochin's;
- Michael Chadwick has an interest in 70,000 Pochin's Shares,
representing approximately 0.3 per cent of the existing issued
share capital of Pochin's; and
- Stephen Chadwick has an interest in 6,800 Pochin's Shares,
representing approximately 0.03 per cent of the existing issued
share capital of Pochin's.
The rights to acquire relevant securities of Pochin's held by
Middlewich Directors (and their immediate families, related trusts
and companies and connected persons) under the Pochin's Share
Option Schemes are as follows:
- James Nicholson has options over 23,000 Pochin's Shares
(representing 0.1 per cent. of the existing issued share capital of
Pochin's) and Robert Nicholson has options over 6,500 Pochin's
Shares (representing 0.03 per cent. of the existing issued share
capital of Pochin's).
A further 469,545 Pochin's Shares, representing 2.3 per cent. of
the existing issued share capital of Pochin's, remain subject to
irrevocable undertakings, in respect of which Pochin's Shares
either no acceptance, or no valid and complete acceptance, had been
received at 1.00 p.m. (London time) on 7 July 2014. These
irrevocable undertakings are as follows:-
- James Nicholson in respect of 7,700 Pochin's Shares (on behalf
of Samuel Nicholson), representing 0.04 per cent. of the existing
issued share capital of Pochin's;
- Martine Nicholson in respect of 6,000 Pochin's Shares,
representing 0.03 per cent. of the existing issued share capital of
Pochin's;
- Lucy Pochin in respect of 448,011 Pochin's Shares,
representing 2.2 per cent. of the existing issued share capital of
Pochin's;
- Jonathan Pochin in respect of 7,809 Pochin's Shares,
representing 0.04 per cent. of the existing issued share capital of
Pochin's; and
- Nicholas Pochin in respect of 25 Pochin's Shares, representing
0.0001 per cent. of the existing issued share capital of
Pochin's.
The Offer has become unconditional as to acceptances and will
remain open for acceptances until further notice upon the terms set
out in the Offer Document. At least 14 days notice will be given by
an announcement before the Offer is closed.
Pochin's Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
In order to accept the Offer, Pochin's Shareholders who hold
their Pochin's Shares in certificated form (that is, not in CREST)
should complete, in accordance with the instructions printed on it,
sign and return the Form of Acceptance (together with their share
certificate(s) and any other documents of title) as soon as
possible to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen B63 3DA. The procedure for acceptance of the Offer in
respect of certificated Pochin's Shares is set out in paragraph
15(a) of the letter from Middlewich which forms Part 2 of the Offer
Document and Section C of Appendix I to the Offer Document and in
the Form of Acceptance.
In order to accept the Offer, Pochin's Shareholders who hold
their Pochin's Shares in uncertificated form (that is, in CREST),
should make their acceptance electronically through CREST so that
the TTE instruction(s) settle(s) as soon as possible. CREST
sponsored member(s) should refer to their CREST sponsor before
taking any action since only the CREST sponsor will be able to send
the TTE Instruction(s) to Euroclear in relation to Pochin's Shares
in uncertificated form. The procedure for acceptance of the Offer
in respect of uncertificated Pochin's Shares is set out in
paragraph 15(b) of the letter from Middlewich which forms Part 2 of
Offer Document and Section D of Appendix I to the Offer
Document.
Further Information
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
Middlewich Limited Tel: 01606 833
333
James Nicholson
BDO LLP, Financial Adviser to Middlewich Tel: 020 7486
5888
John Stephan
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Middlewich, as financial adviser in relation to the Offer, and is
not acting for or advising any other person and accordingly will
not be responsible to any person other than Middlewich for
providing the protections afforded to the clients of BDO LLP or for
providing advice in relation to the contents of this announcement
or any offer or arrangement referred to herein or in the Offer
Document and Form of Acceptance. Neither BDO LLP nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect and whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BDO LLP in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
buy or invitation to sell or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor will there be any purchase or transfer of the securities
referred to in this announcement in any jurisdiction in
contravention of applicable law or regulation. The Offer is being
made solely through the Offer Document and, in the case of
certificated Pochin's Shares, the Form of Acceptance accompanying
the Offer Document, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on
the basis of the information in the Offer Document and, in the case
of certificated Pochin's Shares, the Form of Acceptance.
Overseas jurisdictions
The Offer is not being made, directly or indirectly, and
securities of Pochin's are not being accepted for purchase from or
on behalf of any Pochin's Shareholder, in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of the
Offer Document.
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. Pochin's Shareholders who are
in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
In particular the Offer is not being made, directly or
indirectly, in or into, or by the use of the mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including, without limitation, nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the 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 the United Kingdom.
The B Shares have not been, and will not be, listed on any stock
exchange or registered under the US Securities Act or under the
securities laws of any jurisdiction of the United States; the
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada;
no prospectus in relation to the B Shares has been, or will be,
lodged with, or registered by, the Australian Securities and
Investments Commission; and no steps have been, or will be, taken
to enable the B Shares to be offered in compliance with the
applicable securities laws of any state, province, territory or
jurisdiction of any Restricted Jurisdiction or any other country or
jurisdiction outside the United Kingdom. Accordingly, the B Shares
are not being, nor (unless an exemption under relevant securities
laws is applicable) can they be, offered, sold, resold or
delivered, directly or indirectly, in or into or from any
Restricted Jurisdiction or to, or for the account or benefit of,
any US person (as defined in the US Securities Act) or any
resident, citizen or national of any Restricted Jurisdiction.
Publication on websites
A copy of this announcement will be available for inspection
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Middlewich's website at
www.middlewichlimited.co.uk and Pochin's website at
www.pochins.plc.uk during the course of the Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement or the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
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