Top Movers

Company Announcements

PORTNARD LIMITED - Recommended Cash Offer for Beale plc

Related Companies

PR Newswire

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

26 January 2015

                      RECOMMENDED CASH OFFER FOR BEALE PLC

          Irrevocable undertaking from Nigel Beale and Anthony Lowrey

On 19 January 2015, the boards of Beales and English Rose released an
announcement (the "19 January Announcement") that they had reached agreement on
the terms of a recommended cash offer by English Rose for the entire issued and
to be issued share capital of Beales.

On 23 January 2015, English Rose received an irrevocable undertaking to accept
the Offer from Nigel Beale and Anthony Lowrey in respect of 819,140 Beales
Shares, representing 3.99 per cent. of the issued ordinary share capital of
Beales. The undertaking will remain binding in the event of a higher competing
offer announced by a third party in respect of all the share capital of Beales
and will cease to be binding only if the Offer is withdrawn or lapses..

At 19 January 2015, English Rose had received binding irrevocable undertakings
from the members of the Concert Party and the Beales Directors to accept the
Offer in respect of a total of 6,120,000 Beales Shares, representing, in
aggregate, approximately 29.82 per cent. of Beales' issued ordinary share
capital.

Accordingly, English Rose has now received binding irrevocable undertakings to
accept the Offer in respect of a total of 6,939,140 Beales Shares,
representing, in aggregate, approximately 33.81 per cent. of Beales' issued
ordinary share capital.

A copy of this announcement will be available, subject to certain restrictions
in relation to persons resident in Restricted Jurisdictions, on English Rose's
parent company's website at www.portnard.co.uk and on Beales' website at
www.beales.co.uk until the end of the Offer Period.

Enquiries

English Rose Enterprises Limited
Andrew Perloff/Simon Peters Tel. no.: 01707 667 300

Sanlam Securities UK Limited (Financial adviser to English Rose)
David Worlidge/Simon Clements Tel. no.: 020 7628 2200

Beale PLC
Michael Hitchcock Tel. no.: 01202 203 462

Smith Square Partners LLP (Financial adviser to Beales)
John Craven/Jade Jack Tel. no.: 020 3696 7260

Buchanan Communications Ltd (PR adviser to Beales)
Charles Ryland/Sophie McNulty Tel. no.: 020 7466 5000

This announcement 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 Beales Shares in
certificated form, the Form of Acceptance), which will contain the full terms
and conditions of the Offer, including details of how the Offer may be
accepted. Beales Shareholders should carefully read the Offer Document (and, if
they hold their Beales Shares in certificated form, the Form of Acceptance) in
its entirety before making a decision with respect to the Offer.

Sanlam Securities, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for English Rose and no-one else in relation to
the Offer and will not be responsible to anyone other than English Rose for
providing the protections afforded to the customers of Sanlam Securities or for
providing advice in relation to the Offer or in relation to the contents of
this announcement or any transaction or arrangement referred to herein, save as
imposed by the Financial Services and Markets Act 2000 or the regulatory regime
established thereunder.

Smith Square Partners, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for Beales and no-one else in relation to the
Offer and will not be responsible to anyone other than Beales for providing the
protections afforded to the customers of Smith Square Partners or for providing
advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities exchange
offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

You should note that, for the purposes of the above summary of Rule 8 of the
Code, English Rose is not treated as a securities exchange offeror and
therefore there is no requirement to disclose interests or dealings in shares
of English Rose or any other members of the Concert Party under Rule 8 of the
Code. English Rose will be disclosing later today the details required to be
disclosed by it under Rules 8.1(a) and 8.3(a) and any further disclosure in
respect of all persons acting in concert with English Rose in accordance with
Rules 8.1(a) and 8.3(a) and Notes 2(a)(i) and 2(b)(i) on Rule 8 will be made as
soon as possible thereafter.

Publication on websites

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, free of charge, on English Rose's parent company's
website at www.portnard.co.uk and on Beales' website at www.beales.co.uk by no
later than 12 noon (London time) on 20 January 2015.

For the avoidance of doubt, neither the content of the websites referred to
above nor the contents of any website accessible from hyperlinks on any such
website (or any other website) is incorporated into, or forms part of, this
announcement nor, unless previously published by means of a Regulatory
Information Service, should any such content be relied upon in reaching a
decision regarding the matters referred to in this announcement.

In accordance with Rule 30.2, a person may request a copy of the announcement
in hard copy form. A person may also request that all future documents,
announcements and information in relation to the Offer should be in hard copy
form.

A hard copy of the announcement will not be sent unless so requested. A hard
copy may be obtained by sending a request to Sanlam Securities, 10 King William
Street, London EC4N 7TW or by contacting Sanlam Securities on +44 (0)20 7628 2200.

Top of Page