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Friday, October 19, 2007

QPR Financial Takeover Snippet

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UPDATE - 11:00 am

QPR Official Site - CLUB STATEMENT
Posted on: Fri 19 Oct 2007

Recommended Offer by Sarita Capital Investment Inc. ("Sarita Capital") for QPR Holdings Limited ("QPR") - Offer declared Wholly Unconditional

The Board of Sarita Capital and QPR are pleased to announce that as at 1.00pm on 18 October 2007, being the First Closing Date for acceptances of the Offer, Sarita Capital has received valid acceptances for the Offer in respect of 45,764,368 QPR Shares, representing approximately 45.76 per cent of the issued share capital of QPR which together with 19,900,000 QPR Shares beneficially owned by the Sarita Concert Party, representing 19.9% of the issued share capital of QPR, total 65,664,368 QPR Shares representing 65.66 per cent of the issued share capital of QPR.

Sarita Capital also announces that all conditions of the Offer, as set out in the Offer Document dated 27 September 2007, have now been satisfied or waived and the Offer has been declared unconditional in all respects.

On 1 September 2007 Sarita Capital announced that it had received irrevocable undertakings to accept the Offer in respect of a total of 42,412,019 QPR Shares (the "Irrevocable Undertakings") representing approximately 42.4 per cent of the issued share capital QPR. All of the Irrevocable Undertakings are included in the total valid acceptances.

The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until 1.00p.m. (London time) on 01 November 2007 (unless extended by way of a further announcement).

QPR Shareholders who wish to accept the Offer and have not done so already are urged to complete, sign and return the Form of Acceptance which has been posted to them with the Offer Document (together with their share certificate(s) and any other documents of title) by 1.00p.m. (London time) on 01 November 2007 either by hand (during normal business hours only) to Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London EC4R 0AX or by using the reply-paid envelope posted to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA.

The consideration due under the Offer in respect of valid acceptances received on or before 18 October 2007 will be dispatched on or before 01 November 2007. Settlement of consideration in respect of any further valid acceptances will be dispatched within 14 days of receipt of such acceptances.

Save for the irrevocable undertakings described in the Offer Document, neither Sarita Capital nor any person acting in concert with Sarita Capital has borrowed or lent any relevant securities nor has any arrangement in relation to relevant securities been made. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

Terms herein have the same meaning as in the Offer Document dated 27 September 2007, save where the context requires otherwise.

Enquiries:

Charles Stanley Securities Telephone: +44 (0) 20 7149 6000
(Financial adviser to Sarita Capital)
Russell Cook
Henry Fitzgerald-O'Connor

QPR Holdings Limited
Gianni Paladini

ARM Corporate Finance Limited Telephone: +44 (0) 207 512 0191
(Financial adviser to QPR)
Alan MacKenzie

This Announcement does not, and is not intended to, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer. QPR Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.

The availability of the Offer and the release, publication or distribution of this Announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. This Announcement has been prepared for the purposes of complying with English law and the City 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 jurisdictions outside the United Kingdom.

The Offer will not be made in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority for the conduct of investment business, is acting for Sarita Capital Investment Inc. and no one else in connection with the Offer and will not be responsible to anyone other than Sarita Capital for providing the protection afforded to clients of Charles Stanley Securities, or for providing advice in relation to the Offer.

ARM Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority for the conduct of investment business, is acting for QPR Holdings Limited and no one else in connection with the Offer and will not be responsible to anyone other than QPR Holdings Limited for providing the protection afforded to clients of ARM Corporate Finance Limited, or for providing advice in relation to the Offer. QPR

Thompson Financial - QPR says offer from Briatore's Sarita Capital declared unconditional
LONDON (Thomson Financial) - Football club Queens Park Rangers Holdings Ltd (QPR) said the recommended offer from Renault Formula One boss Flavio Briatore's Sarita Capital Investment Inc has been declared wholly unconditional.
Sarita Capital has received valid acceptances for the offer in respect of 45.76 mln QPR shares, representing about 45.76 pct of the issued share capital of QPR.
TFN.newsdesk@thomson.com kkb/slm News

Dow Jones - QPR Holdings: Sarita Concert Party Claims 66%
Friday October 19th, 2007 / Edited Press Release
LONDON -(Dow Jones)- Sarita Capital and QPR Holdings said Friday that as at 1300 BST on Oct. 18, Sarita Capital has received valid acceptances for the offer in respect of 45,764,368 QPR shares (45.76%), which together with 19.9 million QPR shares (19.9%) beneficially owned by the Sarita Concert Party total 65,664,368 QPR shares (65.66%).
Sarita Capital also announces that all conditions of the offer have now been satisfied or waived and the offer has been declared unconditional in all respects.
The offer will remain open until 1300 BST on Nov. 1. Release

PAST ANNOUNCEMENTS

September 3, 2007 - QPR football club recommends 1p/shr offer from Flavio Briatore's Sarita Capital
LONDON (Thomson Financial) - Football club Queens Park Rangers Holdings Ltd (QPR) recommended a one penny per share offer from Renault Formula One boss Flavio Briatore's Sarita Capital Investment Inc on Saturday, valuing the existing issued share capital of QPR at about 1.0 mln stg.
Together with current total debt of around 13.0 mln stg, this represents an enterprise value of some 14.0 mln stg, the company said.
Sarita Capital also said it bought a 4.9 pct stake while Bernie Ecclestone bought a 15 pct stake in QPR from Franco Zanotti, a director of QPR. Sarita Capital and Bernie Ecclestone have also together agreed to invest up to a further 5 mln stg into the London-based club by way of convertible loan facilities, QPR said.
Gianni Paladini will remain as chairman of QPR Football Club and Flavio Briatore, Bruno Michel and Alejandro Agag will be invited to join the Board. Antonio Caliendo and Franco Zanotti have agreed to resign from the board, the group added.
Sarita Capital has received irrevocable undertakings to accept the offer in respect of about 62.3 mln QPR shares representing about 62.3 pct of QPR's issued share capital, the company said on Saturday. TFN.newsdesk@thomson.com Report

QPR Holdings Agrees 1P/Share Offer By Sarita Cap Inv Monday September 3rd, 2007 / 8h47 Edited Press Release
LONDON -(Dow Jones)- The Boards of Sarita Capital Investments and QPR said Monday that they have agreed the terms of a recommended cash offer by Sarita Capital to acquire QPR for 1 pence for each QPR share.
The offer values QPR at GBP1.0 million and together with current total debt of GBP13.0 million, this represents an enterprise value of GBP14.0 million.
Sarita Capital is a newly formed company, incorporated in the British Virgin Islands, established for the purposes of making the offer. Flavio Briatore is the ultimate beneficial owner of Sarita Capital.
Sarita Capital also said it has purchased a total of 4.9 million QPR shares at 1 pence per QPR share representing 4.9% of the issued share capital of QPR.
Furthermore, Bernie Ecclestone has purchased 15 million QPR shares at 1 pence per QPR share (15.0%).
Code Sarita Capital and Bernie Ecclestone are deemed to be acting in concert. Both Sarita Capital and Bernie Ecclestone have purchased their shares from Wanlock LLP, which is beneficially owned by Mr Franco Zanotti, a Director of QPR. REport

Other from google re Sarita

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