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RNS Number : 8182Z
Phaunos Timber Fund Limited
05 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER
OFFER OR AN OFFER OF SECURITIES.
5 September 2018
Phaunos Timber Fund Limited ("Phaunos" or the "Company")
Update on the Asset Realisation Process
The board of directors of Phaunos (the "Board") wishes to
provide an update for shareholders on the progress of the
realisation of the Company's asset portfolio (the "Asset
Realisation Process"). Unless otherwise stated, defined terms used
but not defined in this announcement have the meanings set out in
the Response Circular.
Matariki
The Board is pleased to confirm that selected bidders for the
Company's interest in the Matariki asset have now been sent process
letters for phase 2 of the process and provided with access to a
comprehensive virtual data room including information on the forest
assets and operations, legal documentation, financial statements
and other related financial information.
Pöyry will be coordinating the due diligence process as well as
site visits with binding offers due on or around early November
2018.
As announced on 28 August 2018, the Board intends to defend
itself vigorously against the claims brought by Rayonier, which it
continues to believe are without merit.
An update on timing of the Matariki disposal will be provided in
due course. In the meantime, the potential purchasers of Matariki
remain actively engaged with Phaunos and its advisers.
Latam Assets
Selected bidders for the Latam Assets (excluding the Company's
interest in Aurora Forestal) have now been provided with access to
a virtual dataroom containing comprehensive information on the
assets.
This next stage of the sale process will include site visits,
inventory checks and meetings with local forest management and
operators.
Following the receipt of binding bids, the Board expects
completion for the sale of the Latam Assets (18% of the Portfolio
Value), assuming a process of 60-120 days, between Q4 2018 and Q1
2019.
Aurora Forestal
The Board reminds Shareholders that following delivery of the VE
notice, the Company entered into discussions with AF's majority
shareholder to negotiate a possible disposal of its equity interest
in AF.
Whilst the Board cannot comment on the detail of its discussions
with AF's majority shareholder at this stage, it notes that
negotiations are progressing well and various options are being
explored to effect an exit.
GTFF
As mentioned in the Response Circular, the disposal of the
Company's interest in GTFF (4% of the Portfolio Value) is subject
to a separate liquidation procedure. Similarly to Phaunos, GTFF is
currently in the process of realising its portfolio. Expressions of
interest and / or non-binding bids have been received for all
assets in the portfolio.
Enquiries:
Phaunos Timber Fund Limited
Richard Boléat (Chairman) +44 (0)1534 625522
Evercore Partners International LLP
(Financial Adviser)
Julian Oakley
Julien Baril +44 (0)20 7653 6000
Winterflood Investment Trusts (Corporate
Broker)
Joe Winkley
Neil Langford +44 (0)20 3100 0000
Rule 26.1 Disclosures
In accordance with Rule 26.1 of the UK Takeover Code, a copy of
this announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available on
Phaunos's website at
http://www.phaunostimber.com/offer-from-stafford/ by no later than
12 noon (London time) on the business day following the release of
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement. The person responsible for arranging for the
release of this announcement on behalf of Phaunos is JTC Fund
Solutions (Guernsey) (acting as Company Secretary).
Important Notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the UK Takeover Code, and
information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United
Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may be
restricted by laws of the relevant jurisdictions, and therefore
persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser for Phaunos
Timber Fund and no one else in connection with the Offer and other
matters set out in this announcement and will not regard any other
person as its client in relation to the Offer and other matters in
this announcement and will not be responsible to anyone other than
Phaunos Timber Fund for providing the protections afforded to
clients of Evercore, nor for providing advice in relation to the
Offer or any other matter referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract or in tort, under statute or
otherwise) to any person who is not a client of Evercore in
connection with the Offer, this announcement or any statement
contained herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts
any responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Phaunos Timber Fund or
the matters described in this announcement. To the fullest extent
permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this
announcement or any statement contained therein.
Winterflood Securities Limited ("Winterflood"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as corporate broker to Phaunos Timber
Fund and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Phaunos Timber Fund for providing
the protections afforded to clients of Winterflood, nor for
providing advice in relation to any matter referred to herein.
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
PFUEAXNSELEPEEF
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September 05, 2018 03:46 ET (07:46 GMT)
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