Posting of Tender Offer Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION

 

FOR IMMEDIATE RELEASE

 

3 October 2019

 

POSTING OF TENDER OFFER DOCUMENT

 

On 26 September 2019, Cedarvale Holdings Ltd ("Cedarvale") announced, by means of a regulatory information service announcement (the "Announcement"), its intention to make an offer to acquire up to 5,400,000 ordinary shares in the capital of Northern Bear plc ("Northern Bear"), at 72 pence per Share, representing a 20.0% premium above the closing bid price on the Business Day preceding the Announcement.

 

Cedarvale is pleased to announce that the tender offer circular and tender form, containing (among other information) the full terms of, and conditions to, the Tender Offer and the procedures for tendering (collectively the "Tender Offer Document") is being posted by Cedarvale today, together with the accompanying Tender Form to the holders of ordinary shares in the capital of Northern Bear plc.

 

Defined terms used but not defined in this announcement have the meanings set out in the Tender Offer Document.

 

Details of the Tender Offer

Cedarvale Holdings Ltd is a private investment holding company incorporated in England & Wales. Jeff Baryshnik, a Canadian citizen and resident, is Cedarvale's sole director and beneficial owner. Mr Baryshnik's principal occupation is as President of Republic Funds USA Inc, a private asset management firm he founded in 2009 and whose primary business is advising its affiliated partnerships on the purchase, sale and asset management of U.S. real estate. Jeff Baryshnik is a Trustee of True North Commercial Real Estate Investment Trust, publicly listed on the Toronto Stock Exchange, for which he also serves on its Investment Committee. Prior to forming Republic Funds USA Inc, Mr Baryshnik worked at various financial services firms including Morgan Stanley and Citadel. Jeff Baryshnik earned an MBA from New York University's Stern School of Business and an HBA from Western University's Richard Ivey School of Business.

 

At the date of the Tender Offer Document, Cedarvale does not hold any Northern Bear Shares. Cedarvale's Beneficial Owner holds 81,500 Northern Bear Shares in his personal capacity, representing 0.44% of the issued share capital of Northern Bear. Cedarvale and its Beneficial Owner (collectively, the "Cedarvale Investors") form a concert party for the purposes of the Code.

 

 

No Intention to Make an Offer for Northern Bear

Cedarvale does not intend to make an offer to acquire the entire issued and to be issued ordinary share capital of Northern Bear pursuant to Rule 2.7 of the Code.

 

Rule 2.8 of the Code applies to the foregoing statement. Accordingly, the Cedarvale Investors and any other persons acting in concert with them will, except with the consent of the Panel, be bound by the restrictions under Rule 2.8 of the Code.

 

Cedarvale reserves the right to acquire Northern Bear Shares, subject to, and in accordance with, the Code and other applicable regulations.  For the purpose of Rule 2.8 of the Code, Cedarvale reserves the right to make or participate in an offer for Northern Bear (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of the Announcement: (i) with the agreement or recommendation of the board of directors of Northern Bear; (ii) following the announcement of a firm intention to make an offer for Northern Bear by or on behalf of a third party; (iii) following the announcement by Northern Bear of a "whitewash" proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or (iv) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

 

 

Tender Offer

Pursuant to the Tender Offer, Cedarvale is offering to acquire on the terms and subject to the conditions set out in the Tender Offer Document and in the Tender Form, up to 5,400,000 Northern Bear Shares as follows:

 

For each Northern Bear Share:  72 pence in cash

 

The offer is conditional upon Cedarvale obtaining acceptances representing at least 185,193 Northern Bear Shares, being such number of Northern Bear Shares as represents 1% of such issued share capital of Northern Bear carrying voting rights (the "Minimum Tender Amount").

 

If the Tender Offer is accepted in full, the Cedarvale Investors would be interested in 5,481,500 Northern Bear Shares, which would represent approximately 29.6% of the issued share capital of Northern Bear as at the date of the Tender Offer Document.

 

Consideration for Northern Bear Shares tendered in connection with the Tender Offer will be in cash only.

 

The Tender Offer will close at 1.00 p.m. on 24 October 2019.

 

Details of the terms of the Tender Offer also have been set out in formal advertisements published on the date of the Tender Offer Document in The Financial Times and The Times newspapers.

 

In accordance with the Code, Cedarvale and any persons acting in concert with them are not permitted to acquire any Northern Bear Shares other than pursuant to the Tender Offer before the result of the Tender Offer has been announced.

 

 

Premium Above the Northern Bear Share price

As of the last Business Day preceding Cedarvale's Announcement, the Tender Offer price represents a 20.0% premium above the closing bid price of 60 pence per Northern Bear Share and a 17.1% premium above the middle market closing price of 61.50 pence per Northern Bear Share.

 

Terms of the Tender Offer

The Tender Offer is subject to the following terms:

 

(a)        Northern Bear Shares may be tendered under the Tender Offer at a price of 72 pence per share in cash. Subject to sub-paragraph (g) below, all Tenders will be irrevocable.

 

(b)        If the total number of Northern Bear Shares tendered exceeds 5,400,000, Tenders will be scaled back pro rata by the number of Northern Bear Shares tendered.

 

(c)        The Tender Offer will remain open until the Closing Date. The Tender Offer will only be available to Northern Bear Shareholders who are on the Register at 6.00 p.m. on the Record Date and in respect of the number of Northern Bear Shares held by such Northern Bear Shareholders as at that time.

 

(d)        Northern Bear Shareholders may tender all or any part of their holdings.

 

(e)        Northern Bear Shares successfully tendered pursuant to the Tender Offer will be acquired by Cedarvale fully paid and free from all liens, charges, equitable interests and encumbrances and together with all rights attaching thereto, including but not limited to the right to all dividends and other distributions (or equivalent) declared on or after the date of the Tender Offer Document, and the right to attend and vote at any shareholder meeting of Northern Bear held after such date.

 

(f)         The results of the Tender Offer and, if applicable, the extent to which any Tender will be scaled back, will be announced by 8.00 a.m. on 25 October 2019, being the Business Day following the Closing Date.

 

(g)        The Tender Offer is conditional on the receipt by Cedarvale of Tenders totalling not less than the Minimum Tender Amount being such number of Northern Bear Shares as represents 1% of such issued share capital of Northern Bear carrying voting rights (the "Minimum Condition"), by the Closing Date. This condition may not be waived. Accordingly, if the Minimum Condition is not satisfied by the Closing Date, the Tender Offer will be void.

 

(h)        In respect of Northern Bear Shares held in uncertificated form, all Tenders must be made in accordance with the instructions set out in the Tender Offer Document. A Tender of uncertificated shares only will be valid when the procedure set out in the Tender Offer Document is complied with, save where this condition is expressly waived by Cedarvale in its sole discretion.

 

Northern Bear Shareholders holding Northern Bear Shares in uncertificated form should not complete the Tender Form and instead should follow the instructions detailed herein for uncertificated shares.

 

(i)         In respect of Northern Bear Shares held in certificated form, all Tenders must be made on the Tender Form which accompanies the Tender Offer Document. Tender Forms must be duly completed in accordance with the instructions set out in the Tender Offer Document and in the Tender Form, which (together with the notes in the Tender Form) constitute part of the terms of the Tender Offer. A Tender of certificated Northern Bear Shares will only be valid where the procedure for tendering set out in the Tender Offer Document and in the Tender Form is complied with, save where this condition is expressly waived by Cedarvale in its sole discretion.

 

(j)         The Tender Offer and all Tenders will be governed by, and construed in accordance with, English law and delivery of a Tender Form or receipt of the TTE Instruction will constitute submission to the jurisdiction of the English courts.

 

(k)         No person outside the UK receiving a copy of the Tender Offer Document or any Tender Form may treat the same as constituting an invitation or offer to him unless the Tender Offer is lawfully made in the relevant territory. It is the responsibility of any such person to satisfy himself as to full observance of the laws of that territory.

 

(l)         All documents and remittances sent by or to Northern Bear Shareholders will be sent at the risk of the person entitled to them. If the Tender Offer does not become or is not declared unconditional or otherwise lapses, Tender Forms, share certificates and other documents of title will be returned by post not later than ten Business Days after the date of such lapse, or, in the case of Northern Bear Shares held in uncertificated form, the Escrow Agent will provide instructions to Euroclear to transfer all Northern Bear Shares held in escrow balance by TFE Instruction to the original available balances to which those Northern Bear Shares relate, as soon as practicable.

 

(m)       If only part of a holding of Northern Bear Shares is successfully tendered pursuant to the Tender Offer, the relevant Northern Bear Shareholder will be entitled to the following:

 

i.    if Northern Bear Shares are held in certificated form - a certificate in respect of the unsold Northern Bear Shares from Northern Bear; or

 

ii.    if Northern Bear Shares are held in uncertificated form - the transfer by the Escrow Agent, of the original available balances of those unsold Northern Bear Shares.

 

(n)        Further copies of the Tender Form may be obtained on request from the Receiving Agent, Neville Registrars Limited, whose office is at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD and whose additional contact details are on page 3.

 

(o)        All decisions as to the number of Northern Bear Shares tendered and the validity, eligibility (including the time and date of receipt), priority and acceptance for payment of any Tender of Northern Bear Shares will be made by Cedarvale in its sole discretion, which decision shall be final and binding on all of the parties (except as otherwise required under applicable law). Cedarvale reserves the absolute right to reject any or all Tenders it determines not to be in proper form or the acceptance or payment for which, in the opinion of Cedarvale, may be unlawful. No Tender of Northern Bear Shares will be deemed to be validly made until all defects or irregularities have been cured or waived.

 

None of Cedarvale, its Beneficial Owner, the Receiving Agent or any other person is or will be obliged to give notice of any defects or irregularities in Tenders, and none of them will incur any liability for failure to give any such notice.

 

(p)        Northern Bear Shares successfully tendered will be acquired by Cedarvale, up to a maximum of 5,400,000 Northern Bear Shares, representing approximately 29.6% of the issued share capital of Northern Bear when aggregated with the Northern Bear Shares already held by Cedarvale Investors.

 

(q)        Any accidental omission to provide, or any delay or non-receipt of, the Tender Offer Document or the Tender Form by any person entitled to receive the same shall not invalidate any aspect of the Tender Offer. Any capitalised term used herein and not defined in this letter shall have the meaning ascribed thereto in the Tender Offer. Certain figures have been subjected to rounding adjustments.

 

Procedure for Tendering

To take up the Tender Offer:

 

(a)        Northern Bear Shareholders who hold Northern Bear Shares in uncertificated form, i.e. electronically in CREST, must follow the procedure set out in the "shares held in uncertificated form" paragraph below; and

 

(b)        Northern Bear Shareholders who hold Northern Bear Shares in certificated form, i.e. in paper form, must complete and return the Tender Form in accordance with the instructions set out in "shares held in certificated form" paragraph below, and the instructions printed on the Tender Form. The below instructions should be read together with the notes on the Tender Form.

 

(c)        If you hold Northern Bear Shares in both certificated and uncertificated forms, you should complete a Tender Form in respect of the Northern Bear Shares held in certificated form and send a TTE Instruction in respect of the Northern Bear Shares held in uncertificated form.

 

Northern Bear Shareholders who do not wish to tender any Northern Bear Shares under the Tender Offer should take no action, either in relation to the Tender Form or the sending of a TTE Instruction.

 

Shares held in uncertificated form (i.e. electronically in CREST)

If the Northern Bear Shares which you wish to tender are held in uncertificated form, you must take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Northern Bear Shares which you wish to Tender under the Tender Offer to an escrow balance, specifying Neville Registrars, (in its capacity as a CREST receiving agent under its participant ID 7RA11 and member account NORTHERN referred to below) as the Escrow Agent, as soon as possible and in any event so that the transfer to escrow settles by not later than the Closing Date.

 

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Northern Bear Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to the Northern Bear Shares which you wish to tender.

 

You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

 

·      the number of Northern Bear Shares to be transferred to an escrow balance;

·      your member account ID;

·      your participant ID;

·      the participant ID of the Escrow Agent, this is: 7RA11;

·      the member account ID of the Escrow Agent, this is: NORTHERN;

·      the corporate action number for the Tender Offer. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

·      a contact name and telephone number inserted in the shared note field;

·      the intended settlement date. This should be as soon as possible and, in any event, not later than the Closing Date;

·      the Corporate Action ISIN. This is GB00B19FLM15; and

·      input with standard TTE Instruction of priority 80.

 

By sending a TTE Instruction, you irrevocably authorise and instruct the Receiving Agent to undertake all necessary steps and actions in order to complete and settle your acceptance of the Tender Offer on your behalf.

 

After settlement of the TTE Instruction, you will not be able to access the Northern Bear Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Escrow Agent for the Tender Offer until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will collect the Northern Bear Shares in escrow which have been tendered for onward transfer to Cedarvale.

You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.

 

You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Northern Bear Shares to settle prior to the Closing Date. In this connection you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. You are reminded that the Tender Offer closes at 1.00 p.m. on 24 October 2019, the Closing Date. The Tender Offer will only be available to Northern Bear Shareholders who are on the Register at 6.00 p.m. on the Record Date and in respect of the number of Northern Bear Shares held by such Northern Bear Shareholders as at that date.

 

An appropriate announcement will be made if any of the details contained in this paragraph are altered for any reason.

 

Shares held in certificated form (i.e. shares held in paper form)

If the Northern Bear Shares which you wish to tender are held in certificated form, you should complete the enclosed Tender Form and return it together with the original certificate(s) and/or any other forms of title. The completed and signed Tender Form should be sent either by post or by hand during normal business hours only to Neville Registrars Limited, whose office is at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, as soon as possible, and in any event, so as to be received not later than 1pm on the Closing Date. No Tenders received after that time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked in any Restricted Jurisdiction or otherwise appearing to the director of Cedarvale or its agents to have been sent from Restricted Jurisdictions may be rejected as an invalid tender. For further information on Overseas Shareholders, see the section headed "Overseas Shareholders" below.

 

The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.

 

If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent as soon as possible, and in any event, so as to be received not later than 1pm on the Closing Date, together with any share certificate(s) and/or document(s) of title that you may have available.

 

In respect of those Northern Bear Shares for which your certificate(s) is/are unavailable, you should complete a letter of indemnity, which can be obtained by writing to Northern Bear's registrar, Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by first telephoning 0371 664 0445 or, if telephoning from outside the UK, on +44 371 664 0445. The completed indemnity should be returned to Northern Bear's registrar, who also should be instructed at the time of completing the indemnity to send the resulting new share certificate to the Receiving Agent, in order to accompany your completed Tender Form.

 

Deposits of Shares into, and out of, CREST

Normal CREST procedures (including timings) apply in relation to any Northern Bear Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Northern Bear Shares or otherwise). Northern Bear Shareholders who elect to convert any such Northern Bear Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Northern Bear Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to the Closing Date.

 

You are advised to read the Tender Offer Document carefully. If you have any queries relating to the procedure for tendering, please contact the Receiving Agent, Neville Registrars Limited, on 0121 585 1131 or, if telephoning from outside the UK, on +44 121 585 1131. Calls are chargeable at your network provider's standard rate, and may be included within certain allowances. Calls from outside the UK are chargeable at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 9.00 a.m. until 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays) The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. You also may email the Receiving Agent at [email protected].       

 

Northern Bear Shareholders should note that, once tendered pursuant to the Tender Offer, Northern Bear Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

 

Settlement

Settlement of the consideration to which any Northern Bear Shareholder is entitled pursuant to valid tenders accepted by Cedarvale will be made within 14 days of the Closing Date (or such later date as Cedarvale, in its sole discretion, may reasonably determine is necessary to verify that any relevant Tender Form is valid but in such case, not later than an additional 14 days), as follows:

 

(i)         Northern Bear Shares held in uncertificated form, i.e. electronically in CREST

 

Where an accepted Tender relates to Northern Bear Shares held in uncertificated form, the consideration due will be paid by means of a CREST payment in favour of the tendering Northern Bear Shareholder's payment bank in accordance with the CREST payment arrangements.

 

(ii)        Northern Bear Shares held in certificated form, i.e. Share certificates made of paper

 

Where an accepted Tender relates to Northern Bear Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the Northern Bear Shareholder(s) or agent whose name and address (outside of Australia, Canada, Japan, New Zealand, South Africa, and the United States) is set out in Box 1 (or, if relevant, Box 3) of the Tender Form or, if none is set out, to the registered address of the tendering Northern Bear Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank.

 

Effect of Tender

Each Northern Bear Shareholder by whom, or on whose behalf a Tender Form is executed, or a TTE Instruction is given irrevocably undertakes, represents, warrants and agrees to and with Cedarvale (so as to bind him, his personal representatives, heirs, successors and assigns) that:

 

(a)        the execution of the Tender Form or the receipt of a TTE Instruction (as the case may be) shall constitute an offer to sell to Cedarvale such number of Northern Bear Shares as are inserted (or deemed to have been inserted) in Boxes 1A or 1B of the Tender Form, included in the TTE Instruction or deemed to be rendered, in each case, on and subject to the terms and conditions set out or referred to in the Tender Offer Document and the Tender Form and that, once lodged or received (as the case may be), such Tender shall be irrevocable;

 

(b)        such Northern Bear Shareholder has full power and authority to tender, sell, assign or transfer the Northern Bear Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Cedarvale, Cedarvale will acquire such Northern Bear Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, or pre-emption rights or other third party rights of any nature and together with all rights attaching thereto, on or after the date of the Tender Offer Document including the right to receive all dividends and other distributions declared after that date;

 

(c)        the execution of the Tender Form or receipt of the TTE Instruction will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of Cedarvale, or any person authorised by Cedarvale as such Northern Bear Shareholder's attorney ("attorney"), and an irrevocable instruction and authority to that attorney to complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the Northern Bear Shares referred to in sub-paragraph (a) above in favour of Cedarvale or such other person or persons as Cedarvale may direct and to deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with the share certificate(s) and/or other document(s) relating to such Northern Bear Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Cedarvale or its nominee(s) or such other person(s) as Cedarvale may direct such Northern Bear Shares;

 

(d)        such Northern Bear Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Cedarvale or any of its directors or any person nominated by Cedarvale as attorney in the proper exercise of its or his or her powers and/or authorities under the Tender Offer Document;

 

(e)        such Northern Bear Shareholder holding Northern Bear Shares in certificated form will deliver to the Receiving Agent their share certificate(s) and/or other document(s) of title in respect of the Northern Bear Shares referred to in sub-paragraph (a) above, or an indemnity acceptable to Cedarvale and Northern Bear in lieu thereof, or will procure the delivery of such document(s) to such person as soon as possible afterwards and, in any event, no later than 1.00 pm (London time) on the Closing Date;

 

(f)         the provisions of the Tender Form shall be deemed to be incorporated into the terms and conditions of the Tender Offer;

 

(g)        such Northern Bear Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Cedarvale to be desirable, in each case to complete the purchase of the Northern Bear Shares and/or to perfect any of the authorities expressed to be given under the Tender Offer Document;

 

(h)        such Northern Bear Shareholder, if an Overseas Shareholder, has fully observed any applicable legal requirements, that the invitation under the Tender Offer may be made to him under the laws and regulations of the relevant jurisdiction and that he is entitled to accept the Tender Offer under the laws and regulations of the relevant jurisdiction;

 

(i)         such Northern Bear Shareholder has not received or sent copies or originals of the Tender Offer Document, the Tender Form or any related documents in, into or from any Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, the Tender Form has not been mailed or otherwise sent in, into or from any Restricted Jurisdiction, and such Northern Bear Shareholder is accepting the Tender Offer from outside any Restricted Jurisdiction;

 

(j)         the creation of an assured payment obligation in favour of such Northern Bear Shareholder's payment bank in accordance with the CREST assured payment arrangements as referred to in sub-paragraph (i) of the Settlement section above will, to the extent of the obligations so created, discharge fully any obligation of Cedarvale to pay such Northern Bear Shareholder the consideration to which he is entitled under the Tender Offer in respect of Northern Bear Shares held in uncertificated form;

 

(k)         on execution, the Tender Form takes effect as a deed; and

 

(l)         the execution of the Tender Form or the receipt of a TTE Instruction (as the case may be) constitutes such Northern Bear Shareholder's submission to the jurisdiction of the courts of England in relation to all matters arising out of or in connection with the Tender Offer or the Tender Form.

 

To the extent not prohibited by or ineffective under applicable law, each Northern Bear Shareholder by whom or on whose behalf a Tender Form is executed or a TTE Instruction is given, irrevocably agrees to assume liability for, pay and indemnify Cedarvale from and against any and all liabilities, obligations, damages, losses, settlements, judgments, claims, actions, suits, penalties, costs, expenses and other sanctions (civil or criminal) suffered or incurred by Cedarvale as a result of the breach by such Northern Bear Shareholder of any of the undertakings, representations, warranties, or agreements contained in this paragraph.

 

A reference above to a Northern Bear Shareholder includes a reference to the person or persons executing the Tender Form or giving the TTE Instruction. In the event of more than one person executing a Tender Form or giving a TTE Instruction, the above provisions will apply to them jointly and severally.

 

Overseas Shareholders

 

(i)         The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom, may be prohibited or affected by the laws of the relevant overseas jurisdiction. Northern Bear Shareholders, who are Overseas Shareholders, should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Northern Bear Shareholder wishing to tender Northern Bear Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Tender, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Northern Bear Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Cedarvale and any person acting on its behalf shall be fully indemnified and held harmless by such Northern Bear Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.

 

(ii)         In particular, the Tender Offer is not being made, directly or indirectly, in or into or by use of mail or by any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission or telephone) or interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.

 

Accordingly, copies of the Tender Offer Document, the Tender Forms and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from a Restricted Jurisdiction including to Northern Bear Shareholders with registered addresses in a Restricted Jurisdiction or to persons who are custodians, nominees or trustees holding shares for persons in a Restricted Jurisdiction.

 

Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from a Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in a Restricted Jurisdiction or otherwise dispatched from a Restricted Jurisdiction and all accepting Northern Bear Shareholders must provide addresses outside a Restricted Jurisdiction for the remittance of cash or return of Tender Forms.

 

(iii)        If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Tender Offer Document, the Tender Forms or any related documents in, into or from any Restricted Jurisdiction or uses the mails or any means or instrumentality (including, without limitation, facsimile transmission, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction in connection with such forwarding, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.

 

(iv)        The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Northern Bear Shareholders or on a general basis by Cedarvale in its absolute discretion but only if Cedarvale is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities law, or other law

 

(v)        The provisions of this paragraph supersede any terms of the Tender Offer inconsistent with this paragraph.

 

Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdictions.

 

Taxation

The disposal of Northern Bear Shares pursuant to the Tender Offer will constitute a disposal of Northern Bear Shares for the purposes of UK taxation on capital gains and may give rise to liability to taxation. Liability to UK taxation on capital gains will depend on the individual circumstances of holders of Northern Bear Shares, and any taxation matter may be subject to change in the future. Any holders of Northern Bear Shares who are in any doubt as to their own tax position, should consult their professional advisers.

 

No Stamp Duty

Whilst Northern Bear is an AIM listed security, no stamp duty reserve tax (SDRT) liability is applicable to any tendering shareholders (or to Cedarvale) as of the date hereof.

 

If you have any queries relating to the procedure for tendering, you may contact the Receiving Agent, Neville Registrars Limited, on 0121 585 1131 or, if telephoning from outside the UK, on +44 121 585 1131 and please refer to the important additional information on page 3. You also may email the Receiving Agent at [email protected].

 

 

The following definitions apply throughout this announcement, the Tender Offer Document and the Tender Form unless the context requires otherwise:

 

"Announcement"	the regulatory information service announcement dated 26 September 2019;
"Australia"	the Commonwealth of Australia, its states, territories or possessions;
"Beneficial Owner"	Jeff Baryshnik, beneficial owner of Cedarvale Holdings Ltd;
"Business Day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London;
"Cedarvale"	Cedarvale Holdings Ltd, a company incorporated in England & Wales with registered number 12195328, whose registered office is at 10 Finsbury Square, London EC2A 1AF;
"Cedarvale Investors"	a concert party consisting of Cedarvale and its Beneficial Owner;
"Canada"	Canada, its provinces, territories, and all areas subject to its jurisdiction and any political sub-division thereof;
"certificated" or "in certificated form"	shares in certificated form; that is, shares held in paper form;
"closing bid price"	the bid quotation for the relevant share on the close of trading on the AIM market of the London Stock Exchange on the relevant date;
"Closing Date"	1.00 p.m. on 24 October 2019;
"middle market closing price"	the middle market quotation for the relevant share on the close of trading on the AIM market of the London Stock Exchange on the relevant date;
"Code"	the City Code on Takeovers and Mergers;
"CREST"	the system for the electronic settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with Regulations;
"CREST Manual"	the CREST Reference Manual referred to in agreements entered into by Euroclear;
"CREST member"	a person who is, in relation to CREST, a system-member (as defined in the Regulations);
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the Regulations);
"CREST payment"	has the meaning given to that term in the CREST Manual;
"CREST sponsor"	a person who is, in relation to CREST, a sponsoring system-participant (as defined in the Regulations);
"CREST sponsored member"	a CREST member admitted to CREST as a sponsor member;
"Escrow Agent"	Neville Registrars Limited, whose registered office is at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD and whose contact details are listed on page 3;
"Euroclear"	Euroclear UK & Ireland Limited;
"FSMA"	the Financial Services and Markets Act 200 (as amended);
"Japan"	Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;
"London Stock Exchange"	London Stock Exchange plc;
"member account ID"	the identification code or number attached to a participant ID in CREST;
"Minimum Tender Amount"	such number of Northern Bear Shares as represents 1% of such issued share capital of Northern Bear carrying voting rights;
"Overseas Shareholders"	Northern Bear Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK;
"Northern Bear"	Northern Bear plc;
"Northern Bear Shareholder"	a holder or holders of Northern Bear Shares;
"Northern Bear Shares"	shares of 1 pence each in the capital of Northern Bear;
"Panel"	the Panel on Takeovers and Mergers;
"participant ID"	the identification code used in CREST to identify a particular CREST participant;
"Receiving Agent"	Neville Registrars Limited, whose registered office is at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD and whose contact details are listed on page 3;
"Record Date"	6.00 p.m. on 24 October 2019;
"Register"	the register of members of Northern Bear;
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755);
"Restricted Jurisdiction"	Australia, Canada, Japan, New Zealand, South Africa, the United States or any other jurisdiction where the making or acceptance of the Tender Offer would violate the relevant laws of that jurisdiction;
"Tender"	a tender made by a Northern Bear Shareholder in order to accept the Tender Offer;
"Tender Form"	the tender form issued by Cedarvale for use by Northern Bear Shareholders in connection with the Tender Offer;
"Tender Offer"	the tender offer by Cedarvale to Northern Bear Shareholders to tender their Northern Bear Shares on the terms and conditions set out in the circular and the Tender Form and, where the context admits, any revision or subsequent version, variation, extension or renewal thereof;
"TFE Instructions"	a transfer from escrow instruction (as defined in the CREST Manual);
"TTE Instructions"	a transfer to escrow instruction (as defined in the CREST Manual);
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form"	recorded on the Register as being held electronically, in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST; and
"United States"	the United States of America, its possessions and territories, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia.

Enquiries:

 

Arden Partners plc

Tel: 020 7614 5900

Ciaran Walsh

 

Arden Partners plc, which is regulated by the Financial Conduct Authority, has approved the Tender Offer Document for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. Arden Partners plc is listed on the Financial Services Register with the registration number 214032. Arden Partners plc is a company incorporated under the laws of England and Wales and has its registered office at 5 George Road, Edgbaston, Birmingham, B15 1NP. Arden Partners plc is acting for Cedarvale in relation to the Tender Offer and is not acting for or advising any other person or treating any other person as its customer in relation to such transaction and will not be responsible to any other person for providing the protections afforded to customers of Arden Partners plc.