This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Code. Accordingly, Forth Ports PLC shareholders are advised that there can be no certainty that a formal offer for Forth Ports PLC will be forthcoming, even in the event that the pre-conditions in this announcement are satisfied or waived.
AEIF General Partner Limited, on behalf of Arcus European Infrastructure Fund 1 LP ("Arcus"), Peel Holdings Limited ("Peel"), RREEF Limited, as a manager of the RREEF Pan-European Infrastructure Fund ("RREEF Infrastructure") - Possible Offer for Forth Ports PLC
Arcus, Peel and RREEF Infrastructure (together the "Consortium" or "Northstream") today announces that it has made a proposal to the Board of Forth Ports to acquire the remaining Forth Ports PLC ("Forth Ports") shares it does not already own. In aggregate, the Consortium currently holds approximately 27.4% of the outstanding shares in Forth Ports. On 28 January 2010, Northstream made an initial approach to Forth Ports regarding a possible all cash offer at 1,285 pence per Forth Ports share. On 11 February 2010, following discussions between respective advisers and limited guidance on value, the Consortium increased its possible cash offer, on a conditional basis, to 1,340 pence per Forth Ports share, representing a premium of 28.5% to the previous day's closing price. The Board of Forth Ports rejected this proposal and declined to enter into further discussions with the Consortium regarding terms which might be acceptable to them prior to Forth Ports' results on 22 March 2010.
On 1 March 2010, Northstream sent a further letter to the Board of Forth Ports setting out that the Consortium may be prepared to consider a further increase in price, based on additional areas of value that might be substantiated by specific areas of due diligence referred to in the letter. In addition, given Forth Ports' desire not to engage prior to the 22 March 2010, Northstream offered to meet with Forth Ports immediately following the 22 March 2010 results release. On 4 March 2010, Forth Ports responded to this letter confirming that it was willing to meet the individual consortium members in their capacity as shareholders and that it would consider whether to meet the Consortium in its capacity as an offeror.
The Consortium has invested significant time and effort in developing the indicative offer, and in arranging the necessary finance. Northstream is committed to working towards a recommended transaction and establishing a constructive dialogue with Forth Ports. Northstream believes that it is in the interests of Forth Ports shareholders for the Board of Forth Ports to engage with the Consortium in order to deliver an attractive cash offer in a timely manner.
The making of any offer by Northstream remains subject, inter alia, to the following pre-conditions:
• the Consortium being granted access to, and satisfactory completion of, a limited due diligence exercise;
• the unanimous and unqualified recommendation by the Board of Forth Ports in respect of any offer by Northstream; and
• each member of the Board of Directors of Forth Ports giving irrevocable undertakings to accept any such offer in respect of all of their Forth Ports shares.
The Consortium reserves the right to waive any or all of the pre-conditions described in this announcement.
There can be no guarantee that an offer will be made nor as to the terms on which any offer would be made.
A further announcement will be made in due course if required.