CQS Cayman Ltd Prtnr - Offer Update
RNS Number : 9399Q
CQS Cayman Limited Partner
12 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
12 November 2012
MANDATORY CASH OFFER
CQS CAYMAN LIMITED PARTNERSHIP ("CQS CAYMAN") ACTING AS THE INVESTMENT MANAGER
ON BEHALF OF CQS DIRECTIONAL OPPORTUNITIES MASTER FUND LIMITED
FOR CQS RIG FINANCE FUND LIMITED ("CQS RIG FINANCE FUND")
OFFER UNCONDITIONAL IN ALL RESPECTS
On 19 October 2012 CQS Cayman, acting as the investment manager on behalf of
CQS Directional Opportunities Master Fund Limited, announced a mandatory offer
for the Remaining Shares in CQS Rig Finance Fund, the full terms and condition
to which were set out in the Offer Document issued by CQS Cayman on 23 October
2012. The Offer was made in accordance with Rule 9 of the Code and was
conditional only upon CQS Cayman receiving acceptances which would result in
CQS Cayman (and any person acting in concert with it) holding shares carrying
more than 50 per cent. of the voting rights of CQS Rig Finance Fund (the
"Acceptance Condition", full details of which can be found in Part A of
Appendix 1 of the Offer Document).
CQS Cayman today announces that the Acceptance Condition has been satisfied
and the Offer has therefore become unconditional in all respects.
Level of acceptances
As at 1.00 p.m. on 12 November 2012 CQS Cayman had received valid acceptances
in respect of 14,718,106 Shares (representing approximately 15.10 per cent. of
the voting rights and issued ordinary share capital of CQS Rig Finance Fund).
In addition, CQS Cayman, together with the other members of the CQS Group
which are considered to be acting in concert by the Panel for the purposes of
the Code, hold 47,848,652 CQS Rig Finance Fund Shares (representing
approximately 49.12 per cent. of the existing issued share capital of CQS Rig
In aggregate, therefore, CQS Cayman may count 62,566,758 Shares, representing
approximately 64.23 per cent. of the voting rights and issued ordinary share
capital of CQS Rig Finance Fund, towards satisfaction of the Acceptance
Condition. Accordingly, the Acceptance Condition has now been satisfied and
the Offer has therefore become unconditional in all respects.
As set out in paragraph 10 of the letter from CQS Cayman in the Offer
Document, cash consideration will be paid by 27 November 2012 in respect of
valid acceptances received as at 1.00 p.m. (London time) on 13 November 2012,
being the first closing date of the Offer. Cash consideration will be paid in
respect of valid acceptances received after 1.00 p.m. (London time) on 13
November 2012 within 14 days of the receipt of such valid acceptances.
Extension of Offer
In accordance with Rule 31.4 of the Code, CQS Cayman announces that the Offer
is being extended and will remain open for acceptance for a further 14 days
after 13 November 2012, until 1.00 p.m. on 27 November 2012.
Details on how to accept the Offer are set out in full in the Offer Document
and the accompanying Form of Acceptance.
Interests in Relevant Securities
As at 1.00 p.m. on 12 November 2012 the following parties in the CQS Group
were interested in or had a right to subscribe for the following relevant
securities of CQS Rig Finance Fund:
Party Number of Shares
CQS Cayman* 51,741,733
RBC Cees Trustee Limited 9,850,118
Monish Sahni** 865,425
Jason Parker*** 100,000
Martin Pabari*** 9,482
* includes Shares held by CQS Cayman directly, the valid acceptances in
respect of 14,718,106 Shares received as at 1.00 p.m. 12 November 2012 and the
interests of each of CQS Directional Opportunities Master Fund, KIVU
Investment Fund and New City High Yield Fund.
** Monish Sahni's Shares are held jointly with his wife, Kavita Bhaman. The
registered holder of these Shares is Collins Steward (CI) Limited.
*** Jason Parker and Martin Pabari each hold their Shares through Hargreaves
Lansdown (Nominees) Limited.
Terms and expressions used but not defined in this announcement shall have the
meaning as given to them in the Offer Document. The percentages of CQS Rig
Finance Fund Shares referred to in this announcement are based upon a figure
of 97,410,000 CQS Rig Finance Fund Shares in issue on 12 November 2012.
CQS Group 020 7201 6900
Ernst & Young 020 7951 2000
Financial adviser to CQS Group
This announcement is not intended to and does not constitute or form part of
any offer or invitation to sell or purchase any securities or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, pursuant to the Offer or otherwise, nor shall there
be any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any applicable
law. The Offer will be made solely by the Offer Document (together with, in
the case of Shares in certificated form, the Form of Acceptance), which will
contain the full terms of the Offer, including details of how the Offer may be
accepted. Shareholders should carefully read the Offer Document (and, if they
hold their Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision with respect to the Offer.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser to the CQS
Group and no one else in connection with the Offer and will not regard any
other person (whether or not a recipient of this document) as a client in
relation to the Offer and will not be responsible to anyone other than the CQS
Group for providing the protections afforded to its clients, nor for providing
advice in connection with the Offer or any other matter referred to herein.
You may request a hard copy of this announcement (and any information
incorporated by reference in it) by contacting Ernst & Young during business
hours on 020 7951 2000 or by submitting a request in writing to Ernst & Young
LLP at 1 More London Place, London SE1 2AF. It is important that you note that
unless you make such a request and save as otherwise required by Rule 2.12 of
the City Code, a hard copy of this announcement and any information
incorporated by reference in it may not be sent to you.
The availability of the Offer in, and the release, publication, or
distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions. In particular,
the Offer will not be made directly or indirectly in any Restricted
Jurisdiction. Therefore persons into whose possession this document comes
should inform themselves about and observe any applicable restrictions.
Failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. Shareholders who are in any doubt
regarding such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. To the fullest extent permitted by
applicable law, the companies involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions by any
This announcement has been prepared for the purpose of complying with English
law and the Code 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 any jurisdiction outside the UK.
Publication on website
A copy of this announcement and any other document required to be published on
a website in accordance with Rule 26 of the Code will be available subject to
certain restrictions relating to persons in any Restricted Jurisdiction on
www.cqsrigfinance.com until the end of the offer period.
This information is provided by RNS
The company news service from the London Stock Exchange
OUPBKBDPOBDDCDD -0- Nov/12/2012 18:03 GMT
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