Recommended cash offer by Close Brothers Corporate Finance Limited on behald of Crystal Martins Limited for Matin International Holdings Plc.
Summary
The Independent Martin Directors and the Board of Crystal International are pleased to announce that they have reached agreement on the terms of a recommended cash offer of 23.5 pence per Martin Share, to be made by Close Brothers Corporate Finance on behalf of Crystal Martins, a wholly owned subsidiary of Crystal International, for all of the issued and to be issued ordinary share capital of Martin not already owned by Crystal Martins.
The Offer values the whole of the existing issued ordinary share capital of Martin at approximately £17.0 million.
The Offer represents:
a premium of approximately 9.3 per cent. to the Closing Price of 21.5 pence on 27 May 2004 (the last dealing day before announcement of the Offer); and
- a premium of approximately 33.5 per cent. to the average Closing Price of 17.6 pence during the twelve months prior to the announcement of the Offer.
Crystal Martins has received irrevocable undertakings as follows:
To accept or use reasonable endeavours to procure acceptance of the Offer from all of the Independent Martin Directors and certain members of their families in respect of their own beneficial holdings amounting to, in aggregate, a total of 8,247,888 Martin Shares, representing approximately 11.4 per cent. of the existing issued ordinary share capital of Martin. Such undertakings cease to be binding only if the Offer lapses or is withdrawn.
As part of his irrevocable undertaking, Mr. S C Y Ling, a Martin Director, has irrevocably undertaken to exercise his Warrants to subscribe for 1,687,500 new Martin Shares and to accept the Offer with respect to such Martin Shares. Such undertaking ceases to be binding only if the Offer lapses or is withdrawn.
To accept the Offer from Mr. S Hatteea, a Martin Shareholder, in respect of s holding of 808,022 Martin Shares, representing approximately 1.1 per cent. of the existing issued ordinary share capital of Martin. Such undertaking will remain binding unless an offer, the posting of which is not subject to any pre-conditions, is made or announced by a third party on or before 3.00 p.m. on 14 June 2004 at a level which, in the reasonable opinion of Evolution Beeson Gregory, represents an improvement in the value of the consideration under the Offer or if the Offer lapses or is withdrawn.
In aggregate, therefore, Crystal Martins has received irrevocable undertakings (excluding Mr. S C Y Ling's irrevocable undertaking to exercise his Warrants) in respect of 9,055,910 Martin Shares representing approximately 12.5 per cent. of the existing issued ordinary share capital of Martin. Taking into account Mr. S C Y Ling's irrevocable undertaking to exercise his Warrants to subscribe for 1,687,500 new Martin Shares and accept the Offer with respect to such shares, Crystal Martins has received irrevocable undertakings, in aggregate, in respect of 10,743,410 Martin Shares representing approximately 14.5 per cent. of the enlarged issued ordinary share capital of Martin following exercise of Mr. S C Y Ling's Warrants.
Crystal Martins already owns approximately 27.7 per cent. of the existing issued ordinary share capital of Martin. The Martin Shares, which are the subject of the irrevocable undertakings referred to above, taken together with those already owned by Crystal Martins represent approximately 40.2 per cent., in aggregate, of the existing issued ordinary share capital of Martin (excluding Mr. S C Y Ling's irrevocable undertakings to exercise his Warrants) and approximately 41.6 per cent. of the enlarged issued ordinary share capital of Martin following exercise of Mr. S C Y Ling's Warrants.
The Independent Martin Directors, who have been so advised by Evolution Beeson Gregory, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Martin Directors, Evolution Beeson Gregory has taken into account the commercial assessments of the Independent Martin Directors.
Commenting on the Offer, Kenneth Lo, Crystal International's Chairman and Chief Executive Officer, said: "We are pleased to have agreed a recommended offer with the Independent Martin Directors. We believe it is a full and fair offer, which fully reflects the value of the business and its prospects as an independent company. We have enjoyed an excellent relationship with Martin over a number of years and are confident that the business can continue to prosper as part of the Crystal International Group. "
Commenting on the Offer, Michael Kidd, Martin's Chairman, said:
"The Independent Martin Directors are pleased to have reached agreement on the terms of a recommended offer for the company by Crystal International which we firmly believe is in the interests of all shareholders. In the prevailing circumstances, this cash offer, upon completion, provides an immediate and certain opportunity for Martin's shareholders to realise a fair and reasonable value for their investment."
This summary should be read in conjunction with the full announcement. The conditions and certain terms of the Offer are contained in Appendix I of the full announcement and definitions of certain expressions used in this summary are contained in Appendix III of the full announcement. The full announcement can be obtained by contacting the people listed below.