Phaunos Timber Fund : Response to Possible Offer by CatchMark

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Phaunos Timber Fund Limited - PTF Response to Possible Offer by CatchMark Released 09:03 06-Sep-2018

RNS Number : 9751Z

Phaunos Timber Fund Limited 06 September 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES.

6 September 2018

Phaunos Timber Fund Limited ("Phaunos" or the "Company")

Response re: Possible Offer by CatchMark

The board of directors of Phaunos (the "Board") notes the announcement made today by CatchMark Timber Trust, Inc. ("CatchMark") and confirms that it has been approached by CatchMark regarding a possible all-stock offer for the entire issued and to be issued share capital of Phaunos, at a price of US$0.57 per Phaunos share (the "Possible Offer").

The Board notes that the Possible Offer represents a significant premium of 16.3 per cent. to the offer by Stafford Capital Partners of US$0.49 per Phaunos share.

The Board intends to engage with CatchMark to understand fully its proposal and will consider it in due course.

There can be no certainty that any firm offer for the Company will be made nor as to the terms on which any firm offer might be made.

Phaunos notes that Rule 2.6(d) of the City Code on Takeovers and Mergers (the "Code"), requires that CatchMark, by not later than 5.00 p.m. on 22 September 2018, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Enquiries:

Phaunos Timber Fund Limited

Richard Boléat (Chairman)

[phone]

Evercore Partners (Financial Adviser)International

LLP [phone]

Julian Oakley

Julien Baril

Winterflood Investment Trusts (Corporate Broker)

[phone]

Joe Winkley Neil Langford

Rule 26.1 Disclosures

In accordance with Rule 26.1 of the UK Takeover Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions,be available on Phaunos's website athttp://www.phaunostimber.com/offer-from-stafford/by no later than 12 noon (London time) on the business day following therelease of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. The person responsible for arranging for the release of this announcement on behalf of Phaunos is JTC Fund Solutions (Guernsey) (acting as Company Secretary).

Important Notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the UK Takeover Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for Phaunos Timber Fund and no one else in connection with the Offer and other matters set out in this announcement and will not regard any other person as its client in relation to the Offer and other matters in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Offer or any other matter referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Offer, this announcement or any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Phaunos Timber Fund or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein.

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Phaunos Timber Fund and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protections afforded to clients of Winterflood, nor for providing advice in relation to any matter referred to herein.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please [e-mail] or visitwww.rns.com.

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Response to Possible Offer by CatchMark - RNS