CQS Cayman Ltd Prtnr - Offer Update (Correction) RNS Number : 9464Q CQS Cayman Limited Partnership 13 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 BY 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 Introduction 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 Finance Fund). 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. Acceptance Procedure 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** 100,000 Jason Parker*** 865,425 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. General 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. Enquiries: CQS Group 020 7201 6900 Patrick Trew Ernst & Young 020 7951 2000 Financial adviser to CQS Group Tim Medak Graham Swindells 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. Overseas Shareholders 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 person. 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 END OUPLLLLFLFFFFBB -0- Nov/13/2012 07:01 GMT
CQS Cayman Ltd Prtnr Offer Update (Correction)
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