Not for release, publication or distribution in whole or in part, directly or indirectly
in or into or from any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction.
17 January 2013
RECOMMENDED MANDATORY CASH OFFER
by
SPADILLE LIMITED
for
NORTHACRE PLC
Introduction
On 17 January 2013, the board of Spadille and the Independent Directors announced that
they have reached agreement on the terms of a recommended cash offer, with a loan note
alternative, to be made by Spadille for the whole of the issued and to be issued ordinary
share capital of Northacre not already owned by Spadille (the “2.7 Announcement”).
This Mandatory Cash Offer should be read in conjunction with the 2.7 Announcement and all
capitalised terms used within the 2.7 Announcement shall have the same meaning in this
Mandatory Cash Offer.
Rule 9 Mandatory Cash Offer
Spadille, on 16 January 2013, acquired 7,850,000 shares in Northacre from MAR Investments
Limited and it has contractually agreed to acquire a further 135,000 shares from one of the
existing directors of Northacre, Mohammed AlRafi, subject to his shares being dematerialised
into certificated form. Such shares represent 29.9 per cent of the total issued shares of
Northacre.
On 17 January 2013, Spadille acquired a further 5,000,000 Northacre Shares from another
existing director of Northacre, Klas Nilsson. These shares represent 18.7 per cent of the
existing issued ordinary share capital of Northacre.
Taking into account the acquisitions detailed above, Spadille now has an interest in or
commitments over a total of 12,985,000 Northacre Shares representing approximately 48.6
per cent of the issued share capital of Northacre.
Accordingly Spadille is now obliged to make a mandatory cash offer for the remaining shares
of Northacre. The Offer will be made in accordance with Rule 9 of the Takeover Code and
will, subject to the further terms listed below, be conditional only upon Spadille receiving
acceptances which will result in Spadille, and anyone acting in concert with Spadille, holding
more than 50 per cent of the Northacre Shares (the “Mandatory Cash Offer”).
The 2.7 Announcement shall remain in full effect in relation to the Offer subject with the
exception that the Conditions and Further Terms contained in Appendix 1 of the 2.7
Announcement shall be replaced in its entirety with the Condition, as set out below, and
Further Terms detailed in this Mandatory Cash Offer.
1
Condition
The Offer will be subject to valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 pm on the first closing date of the Offer (or such later time(s) and/or
date(s) as Spadille may (subject to the Takeover Code) decide) in respect of such number of
Northacre Shares which, together with Northacre Shares that Spadille shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, will result in Spadille, or any
person acting in concert with Spadille, holding Northacre Shares carrying in aggregate more
than 50 per cent of the voting rights then normally exercisable at general meetings of
Northacre (including for this purpose to the extent, if any, required by the Panel, any votes
attributable to Northacre Shares which are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise).
For the purpose of this condition, Northacre Shares which have been unconditionally allotted
but not issued shall be deemed to carry the votes which they will carry upon issue.
Certain further terms of the Mandatory Cash Offer
1
The Offer will comply with the Takeover Code and will be governed by and
construed in accordance with English law. The English courts will have exclusive
jurisdiction for determining any matter which may arise under or in connection with
any such contract.
2
The Northacre Shares will be acquired free from all liens, charges, equitable
interests and encumbrances and third-party rights and together with all rights
attaching to them, including the right to all dividends or other distributions
declared, made or paid after the date of this announcement.
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The Offer will lapse if, before 3.00 pm on the first closing date or before the date
when the Offer becomes or is declared unconditional as to acceptances, whichever
is the later, the acquisition by Spadille of Northacre is either referred to the
Competition Commission or results in the European Commission, pursuant to
Council Regulation (EC) 139/2004, initiating proceedings under article 6(1)(c) or
making a referral to a competent authority of the United Kingdom under
article 9(1). In such circumstances, the Offer will cease to become capable of
further acceptance and accepting Northacre Shareholders and Spadille shall cease
to be bound by acceptances delivered on or before the date on which the Offer so
lapses.
4
The availability of the Loan Note Alternative will be conditional upon the consent of
the Jersey Financial Services Commission pursuant to the Control of Borrowing
(Jersey) Order 1958, as amended, to the issue by Spadille of the Loan Notes and
the consent of the Jersey Registrar of Companies pursuant to the Companies
(General Provisions) (Jersey) Order 2002, to the circulation of the Offer Document.
Enquiries:
ADCM
Mustafa Kheriba
+9712 639 0099
finnCap Ltd (Financial Adviser to ADCM)
2
Stuart Andrews
+44 20 7220 0500
Henrik Persson
+44 20 7220 0500
A copy of this announcement will be available at www.adcm.ae. The content of the website
referred to in this announcement is not incorporated into and does not form part of this
announcement.
3