FOR IMMEDIATE RELEASE
22 October 2019
TENDER OFFER DECLARED UNCONDITIONAL; TENDER OFFER IS OPEN UNTIL 1.00 P.M. ON 24 OCTOBER 2019
Cedarvale Holdings Ltd ("Cedarvale") is pleased to confirm that the Minimum Tender Condition has been satisfied with respect to its tender offer to purchase up to 5,400,000 shares in the capital of Northern Bear plc at 72 pence per share, which represents a 20.0% premium above the closing bid price immediately preceding Cedarvale's initial Announcement. Accordingly, the Tender Offer is declared unconditional with respect to acceptances. The tender offer is open until 1.00 p.m. on 24 October 2019.
The full terms and conditions of the Tender Offer and the procedures for acceptance are set out in the tender offer document published by Cedarvale on 3 October 2019 (the "Tender Offer Document"). Terms defined in the Tender Offer Document have the same meaning in this announcement. Northern Bear Shareholders who wish to accept the Tender Offer are urged to do so as soon as possible, and in any event, before the Tender Offer closes at 1.00 p.m. on 24 October 2019.
Procedure for Tendering
(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;
(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.
(d) 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.
How to Tender if You Hold Shares 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 being 1.00 p.m. on 24 October 2019. 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 being 1.00 p.m. on 24 October 2019;
· 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 being 1.00 p.m. on 24 October 2019. 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.
How to Tender if You Hold Shares 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 being 1.00 p.m. on 24 October 2019. 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" in the Tender Offer Document. 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 being 1.00 p.m. on 24 October 2019, 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.
Where to Find Help
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].
Enquiries:
Arden Partners plc
Tel: 020 7614 5900
Ciaran Walsh
