Skip to main content

This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.

CASH OFFER FOR FABIAN ROMANIA LIMITED BECOMES WHOLLY UNCONDITIONAL

Hamilton, Bermuda - 09 January, 2009 - Black Sea Global Properties Limited ("BSGP") is pleased to announce that the Condition to the Offer to acquire Fabian Romania Shares, as set out in the Offer Document dated 24 December 2008, has now been satisfied. Accordingly, the Offer has become wholly unconditional.

 

As at the posting date of the Offer Document, BSGP had acquired or agreed to acquire 24,690,499 Fabian Romania Shares, representing approximately 48.6 per cent. of the existing issued ordinary share capital of Fabian Romania. BSGP has since become the registered owner of all these shares.

 

By 3.00 p.m. on 8 January 2009, valid acceptances of the Offer had been received in respect of a total of 2,306,524 Fabian Romania Shares, representing approximately 4.5 per cent. of the existing issued ordinary share capital of Fabian Romania.

 

Accordingly, BSGP either owns, or has received valid acceptances in respect of, a total of 26,997,023 Fabian Romania Shares, all of which may be counted towards satisfaction of the Condition, representing, in aggregate, approximately 53.1 per cent. of the existing issued ordinary share capital of Fabian Romania.

 

Since the posting date of the Offer Document, BSGP has agreed to acquire a further 5,062,963 Fabian Romania Shares, representing approximately 10.0 per cent. of the existing issued ordinary share capital of Fabian Romania.

 

In its Announcement of 19 December 2008, BSGP announced that it had received an irrevocable undertaking to accept the Offer within ten Business Days of the posting date of the Offer Document in respect of 500,000 Fabian Romania Shares, representing approximately 1.0 per cent. of the existing issued ordinary share capital of Fabian Romania. A valid acceptance has not yet been received in respect of the shares subject to that undertaking.

 

As a result, at the date of this announcement, BSGP either owns, has agreed to acquire, has received valid acceptances in respect of, or has an outstanding irrevocable commitment in respect of, 32,559,986 Fabian Romania Shares, representing approximately 64.1 per cent. of the existing issued ordinary share capital of Fabian Romania.

 

Fabian Romania Shareholders who have not yet accepted the Offer are reminded to complete and return their Forms of Acceptance (if their Fabian Romania Shares are held in certificated form) as soon as possible and so as to be received by post or (during normal business hours) by hand by Computershare Investor Services (Channel Islands) Limited, PO Box 83, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW by 3.00p.m. on 28 January 2009.

 

Consideration under the Offer will be despatched by 28 January 2009 to Fabian Romania Shareholders who have by 3.00 p.m. on 14 January 2009 provided valid acceptances under the Offer. Consideration in respect of valid acceptances received after 3.00 p.m. on 14 January 2009 will be despatched to accepting Fabian Romania Shareholders within 14 days of such receipt.

 

Words and expressions defined in the Offer Document dated 24 December 2008 shall, unless the context otherwise requires, have the same meanings when used in this announcement.

For further information contact:

BSGP

 

Obie Moore                                     Telephone: +41 787 390 238

 

PricewaterhouseCoopers LLP - Financial adviser to BSGP

Simon Boadle                                Telephone: +44 (0) 20 7583 5000

Jon Raggett                                                                

 

BGR Gabara - Public relations adviser to BSGP

Ivo Ilic Gabara                                 Telephone: +44 (0) 20 3178 8055

 

Financial Dynamics - Public relations adviser to BSGP in the UK

Jonathon Brill                                  Telephone: +44 (0) 20 7831 3113

Richard Sunderland                                                    

Ed Westropp                                                              

 

 

Fabian Romania

 

Fabian Capital Limited - Investment Manager to Fabian Romania

Mark Holdsworth                               Telephone: +44 (0) 20 7499 9988

 

Lazard & Co., Limited - Financial Adviser to Fabian Romania

Patrick Long                                      Telephone: +44 (0) 20 7187 2000

 

Deloitte Corporate Finance - Nominated Adviser to Fabian Romania

Jonathan Hinton                                 Telephone: +44 (0) 20 7936 3000

 

Shore Capital Stockbrokers Limited - Joint Broker to Fabian Romania

Dru Danford                                       Telephone: +44 (0) 20 7408 4090

 

Monument PR - Public relations adviser to Fabian Romania

Toby Moore                                        Telephone: +44 (0) 20 7953 3800

 

  

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely on the basis of the Offer Document and, in the case of Fabian Romania Shares held in certificated form, the Form of Acceptance, which will together contain the full details, terms and conditions of the Offer. Any response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of Fabian Romania Shares held in certificated form, the Form of Acceptance. Those Fabian Romania Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information. 

 

PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to BSGP and no one else in connection with the Offer and will not be responsible to anyone other than BSGP for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for providing advice in relation to the Offer or any other matters referred to in this announcement.

 

Lazard & Co., Limited is acting for Fabian Romania in connection with the Offer and no-one else and will not be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the Offer.

 

Deloitte Corporate Finance is acting as Nominated Adviser and Co-Promoter to Fabian Romania and no one else in connection with the Offer and will not regard any other person as its client or be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Deloitte Corporate Finance. Deloitte Corporate Finance's responsibilities as Fabian Romania's Nominated Adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to Fabian Romania or to any Director or to any other person. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.

 

Shore Capital Stockbrokers Limited is acting for Fabian Romania in connection with the Offer and no-one else and will not be responsible to anyone other than Fabian Romania for providing the protections afforded to clients of Shore Capital Stockbrokers Limited or for providing advice in relation to the Offer. 

 

Unless otherwise determined by BSGP and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement and any documents relating to the Offer are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

 

All terms in this announcement have the same meanings as in the Offer Document.