NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
PRESS ANNOUNCEMENT |
FOR IMMEDIATE RELEASE |
25 NOVEMBER 2009 |
RUGBY ESTATES INVESTMENT TRUST PLC ("REIT" OR THE "COMPANY") |
STATEMENT REGARDING TERRA'S OFFER AND CONTINUING STRATEGIC REVIEW |
On 13 November 2009, the REIT Board wrote to REIT shareholders advising them that it firmly believed that the offer of 41p per REIT ordinary share (the "Offer") made by Terra Investments |
The Board of REIT notes the announcement made by Terra earlier today, that having not received sufficient valid acceptances to declare its Offer unconditional, Terra has lapsed its Offer and that as a result the Offer is no longer capable of acceptance. |
Separately and as previously stated, the Board of REIT actively continues to review all strategic options available to the Company in order to maximise the value of REIT for the benefit of all shareholders over the short to medium term. |
Further announcements in relation to the Board's review of strategic options will be made in due course. |
Enquiries: | |
Rugby Estates Investment Trust Plc | 07710 060714 |
Philip Kendall (Non-Executive Chairman) | |
Hawkpoint Partners Limited | 020 7665 4500 |
Ben Mingay | |
Edward Arkus | |
Collins Stewart Europe Limited | 020 7523 8350 |
Hugh Field | |
Bruce Garrow | |
Financial Dynamics | 020 7831 3113 |
Stephanie Highett | |
Dido Laurimore | |
Laurence Jones | |
A copy of this announcement will be available on the website of the Company at | |
The directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. | |
Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for REIT and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than REIT for providing the protections afforded to clients of Hawkpoint Partners Limited or for giving advice in relation to such matters. | |
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for REIT and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than REIT for providing the protections afforded to clients of Collins Stewart Europe Limited or for giving advice in relation to such matters. | |
Dealing Disclosure Requirements | |
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of REIT, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of REIT, they will be deemed to be a single person for the purpose of Rule 8.3. | |
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of REIT by any offeror or by REIT, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. | |
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. | |
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. | |
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. | |
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