Statement by New Europe Property Investments plc (“NEPI” or “the Company”) regarding Carpathian plc (“Carpathian”)
On 22 April 2009 NEPI announced that it was considering a potential offer to acquire the entire issued share capital of Carpathian at a price of EUR0.20 per Carpathian share in cash (the “Proposed Offer”). The Proposed Offer has been rejected by Carpathian. Subsequent to the rejection of the Proposed Offer further discussions with Carpathian that included a possible share alternative offer for those current shareholders of Carpathian who may not wish to dispose of their investment in Carpathian also failed. NEPI confirms that discussions with Carpathian concerning the Proposed Offer have been terminated. NEPI reserves the right to make an offer at a lower price with the recommendation of Carpathian and reserves the right to vary the form and/or mix of consideration.
Under Rule 2.8 of the City Code on Takeovers and Mergers, and except with the consent of the Panel, the statement in the preceding paragraph will prevent NEPI or anyone acting in concert with it from announcing an offer or possible offer for Carpathian or taking certain other action within the next six months unless there is a material change of circumstances or there has occurred an event which is specified as enabling the statement to be set aside. Accordingly, for the purposes of Rule 2.8 of the City Code, NEPI reserves the right (on behalf of itself and anyone acting in concert with it) to announce an offer or possible offer for Carpathian and/or to take any other action which would otherwise be restricted under Rule 2.8 of the City Code within the next six months (including the right to make or announce or participate in an offer or possible offer at any price or on any terms whatsoever, including a price that is less than EUR0.20) in the event that:
- the agreement or recommendation of the board of Carpathian is given to the making of such an announcement or the taking of any such other action;
- a third party announces an offer or possible offer for Carpathian;
- Carpathian announces a “whitewash proposal” or a “reverse takeover” (each as defined in the Takeover Code); or
- there is a material change of circumstances.