Virgata Services Ltd - Offer Lapsed
RNS Number : 2169E
Virgata Services Ltd
05 July 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

5 July 2021

LAPSE OF THE FIRM CASH OFFER

BY

VIRGATA SERVICES LIMITED

FOR

WALLS & FUTURES REIT PLC

 

On 8 April 2021, Virgata Services Limited ("Virgata") announced the terms of its firm cash offer ("Offer") to acquire the entire issued and to be issued ordinary share capital of Walls & Futures REIT plc ("Walls & Futures"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document ("Offer Document") and form of acceptance ("Form of Acceptance") published by Virgata on 6 May 2021.  

As at 1.00 p.m. on 5 July 2021 (being the acceptance deadline for the extended Closing Date), valid acceptances had been received from shareholders of Walls & Futures in respect of a total of 381,388 Walls & Futures Shares, representing approximately 10.2 per cent. of the issued share capital of Walls & Futures, which Virgata may count towards the acceptance condition of the Offer. As such, the Acceptance Condition has not been satisfied and the Offer has now lapsed.

As the Offer has lapsed, it is no longer open to acceptances and any accepting Walls & Futures Shareholders cease to be bound by their acceptances.

The percentages of Walls & Futures Shares referred to in this announcement are based upon a figure of 3,755,086 Walls & Futures Shares in issue at close of business on 2 July 2021.

In respect of Walls & Futures Shares held in certificated form, the Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Panel) within 14 days of the Offer lapsing to the person or agent whose name and address outside the Restricted Jurisdictions is set out in the relevant box on the Form of Acceptance or, if none is set out, to the first-named or sole holder of his registered address outside the Restricted Jurisdictions. No such documents will be sent to an address in any Restricted Jurisdiction.

In respect of Walls & Futures Shares held in uncertificated form, Neville, the Receiving Agent, will, immediately (or within such longer period as the Panel may permit, not exceeding 14 days after the lapsing of the Offer), give instructions to Euroclear to transfer all Walls & Futures Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Offer to the original available balances of the Walls & Futures Shareholders concerned.

Virgata will now be subject to Rule 35.1 of the Takeover Code save that Virgata reserves the right to make a further offer for the entire issued and to be issued share capital of Walls & Futures, with the consent of the Takeover Panel, in the event that: (i) such further offer is recommended by the Board of Walls & Futures; or (ii) a third party announces a firm intention to make an offer for Walls & Futures; or (iii) in the other circumstances set out in the Note on Rules 35.1 and 35.2 of the Takeover Code.

Words and expressions defined in the Offer Document shall, unless the context provides otherwise, have the same meanings in this announcement.

 

For further information, please contact:

Virgata Services Limited

Jordi Goetstouwers

Tel: +44 (0) 208 123 9740

Andrew Hilbert

Tel: +44 (0) 7748 638 542

Cairn Financial Advisers LLP (financial adviser to Virgata)

James Lewis / Sandy Jamieson

Tel: +44 (0) 207 213 0880

 

Important notice related to financial adviser

Cairn Financial Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Virgata and for no one else in connection with the Offer or any matters referred to in this announcement and will not be responsible to anyone other than Virgata for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Further information

This announcement is provided for information purposes only. It is not intended to and does not constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws.

This announcement has been prepared for the purpose of complying with English law and the City Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Publication on websites

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 and 26.2 of the Code will be made available, free of charge and subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Virgata's website at www.virgatagroup.com/westminster by no later than 12.00 noon (London time) on the business day following the release of this announcement.

For the avoidance of doubt, neither the contents of such website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Neville Registrars Limited on 0121 585 1131 (+44 (0) 121 585 1131). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Walls & Futures' Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Walls & Futures' Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Walls & Futures' Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

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