Birmingham trio advise on investment company takeover
THREE of Birmingham’s professional services firm are advising investment company Hephaestus Holdings on a potential takeover offer from its largest shareholder.
ITI Industrial Investments (UK) is controlled by the chief executive of Hephaestus, Chris Heminway.
Hephaestus, based on Pall Mall in London, is being advised locally by Charles Cattaneo and Ian Stanway of Cattaneo, together with Keith Spedding of Shakespeares, which is providing legal advice. Jonathan Hall of HDI Capital Partners is advising ITI.
Hephaestus delisted from the Alternative Investment Market (AIM) in April 2011 and undertook a share consolidation in August which reduced the shareholder numbers from 1,600 down to 155.
In addition to the takeover, Hephaestus plans to demerge its newly formed investment company,leaving its legacy contingent assets and liabilities behind in the company.
As of October 28, ITI said it had received valid acceptances representing approximately 50.35% of the Hephaestus share capital. The offer was conditional on ITI receiving more than half of the share capital and as this has now been achieved, the acceptance condition has been reached and ITI has declared the offer wholly unconditional.
Christopher Brown, the independent director being advised by Cattaneo, had not recommended the mandatory offer as he believed it undervalued Hephaestus at £1.3m.
Mr Cattaneo said: “This is the first offer Cattaneo have advised on since the new Takeover Code rule changes came into effect; the rule changes being driven by the reaction to the Kraft Cadbury takeover.”
He said the offer was triggered by ITI buying shares to take its holding up to 38.1%. Under the Takeover Code, as ITI already held 35.7% of the company it was obliged to make a mandatory cash offer for the shares it did not already own.
