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RNS Number : 6317B
Phaunos Timber Fund Limited
24 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.
24 September 2018
Phaunos Timber Fund Limited ("Phaunos" or the "Company")
Final Offer by Stafford and CatchMark Withdrawal
The board of Phaunos (the "Board") has now reviewed and
considered Stafford Capital Partners Limited's ("Stafford") US$0.52
final cash offer for the entire issued and to be issued share
capital of the Company (the "Final Offer").
This review was undertaken in conjunction with a review of the
status of the ongoing disposal of the Company's asset portfolio
under a formal sale process (the "Asset Realisation Process") and
taking into account the guidance received from its legal advisers
with respect to the Rayonier Canterbury LLC ("Rayonier")
dispute.
The Board also notes the withdrawal of CatchMark Timber Trust,
Inc.'s ("CatchMark") US$0.57 possible all-stock offer for the
entire issued and to be issued share capital of the Company (the
"Possible Offer").
Asset Realisation Process
As set out in the chairman's statement for the unaudited interim
results of Phaunos published on 7 September 2018, the Asset
Realisation Process has now moved into a new phase where bidders
are preparing to commence, and in some cases have already
commenced, due diligence including site visits, with a view to
binding offers being received during Q4 of 2018.
Regarding the assets which are not part of the Asset Realisation
Process, negotiations on the possible disposal of the interest in
Aurora Forestal are progressing well and various options are being
explored to effect an exit. GTFF is currently in the process of
realising its portfolio and expressions of interest and / or
non-binding bids have been received for all assets in the
portfolio.
Taking these factors into account, the Board:
-- reiterates its asset realisation range of US$0.54 - 0.60 per
Share (the "Asset Realisation Range"); and
-- continues to believe that the disposal of all the assets
which are subject to a sale process under the Asset Realisation
Process will complete between Q1 and Q3 2019 which would cover the
sale of assets comprising approximately 92% of the Portfolio
Value.
Stafford's Final Offer
Phaunos notes that the increased offer from Stafford was made
without any prior consultation with the Board as to the level of
that Final Offer. The Board notes that the Final Offer is not
capable of any further revision.
Taking into account the Asset Realisation Range and the latest
estimated timeline for the completion of the Asset Realisation
Process, the Board continues to believe that the Final Offer does
not provide an attractive exit opportunity for Shareholders.
Accordingly, the Board has unanimously decided to reject the
Final Offer from Stafford as it strongly believes that the Final
Offer undervalues Phaunos and recommends that you should take no
action in relation to the Final Offer and that you should not sign
any document which Stafford or its advisers send to you.
CatchMark's Possible Offer
The Board notes that CatchMark, following consultation with
Phaunos and its Shareholders, has decided to withdraw its Possible
Offer under Rule 2.8 of the UK Takeover Code.
Phaunos notes the statement made by CatchMark in its
announcement that under Note 2 of Rule 2.8, CatchMark and any
person acting in concert with CatchMark, could reserve the right to
set aside the restrictions in Rule 2.8 in the following
circumstances: (i) with the agreement of the Board of Phaunos
following the firm offer made by Stafford having been withdrawn or
having lapsed; (ii) if a third party announces a firm intention to
make an offer for Phaunos; (iii) following the announcement by
Phaunos of a "whitewash" proposal (as defined in the UK Takeover
Code) or a reverse takeover; or (iv) if the UK Panel on Takeovers
and Mergers determines that there has been a material change of
circumstances.
Unless otherwise stated, defined terms used but not defined in
this announcement have the meanings set out in the Response
Circular.
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) Limited (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 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 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 Evercore, nor for
providing advice in relation to any 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 this announcement, any statement
contained therein 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
RSPEANNDAENPEFF
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