Press Releases 2012
Closing date of the Tender Offer of Davide Campari-Milano S.p.A for 100% of Lascelles deMercado Co. Limited extended to 10 December 2012
Milan, 30 November 2012 - As contemplated by its announcement on
9 November 2012, Davide Campari-Milano S.p.A. announced today
an extension of the closing date of the Offer to acquire
all the ordinary shares and the preferred shares of Lascelles
deMercado & Co. Limited (‘Lascelles’) from Friday,
30 November 2012, as stated in the Offer Circular, dated 8
November 2012, and currently open for acceptance, to
Monday, 10 December 2012 at 4:30 p.m. (Jamaica time).
As announced on 9 November 2012, the Offer is made via Campari España S.L. (the ‘Purchaser’), a wholly-owned subsidiary of Davide Campari-Milano S.p.A., and is accomplished pursuant to the Jamaica Takeovers and Mergers Rules and Regulations and other applicable requirements.
The Purchaser has entered into a stock purchase agreement dated 3 September, 2012 with members of the CL Financial Limited group of companies, holding approximately 81.4% of the issued ordinary shares and 97% of the issued preferred shares in the capital of Lascelles. Subsequently, the Purchaser has entered into undertakings with holders of an aggregate of approximately 9.3% of the remaining issued ordinary shares in Lascelles, pursuant to which such holders have agreed to accept the Offer.
Upon acquiring 90% of each class of outstanding Lascelles shares, Campari will exercise its right pursuant to a statutory process under Jamaica law to acquire all the remaining shares, including from those shareholders who have not accepted the Offer.
It should be noted that as of today the current percentage of acceptance of the Offer is 96.32% of the issued ordinary shares and 97.27% of the issued preferred shares in the capital of Lascelles.
The Purchaser intends to delist Lascelles shares from the Jamaican Stock Exchange, either shortly after closing the Offer or at completion of the above compulsory acquisition process.
This press release is for informational purposes only and does not constitute a recommendation or offer to purchase, or a solicitation of an offer to sell shares of Lascelles. The terms and conditions of Campari’s offer are contained in the Offer Circular dated 8 November 2012 delivered by the Purchaser to the Lascelles Board, and the information in this press release regarding the Offer is qualified by reference to the Offer Circular. Copies of the Offer Circular are being mailed to holders of Lascelles shares. Copies of the Offer Circular also can be obtained from NCB Capital Markets Limited, at The Atrium, 32 Trafalgar Road, Kingston, Jamaica, which is acting as lead broker in the Offer.
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