Phaunos Timber Fund : Response to Stafford Final Offer

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Phaunos Timber Fund Limited - PTF Response to Stafford Final Offer Released 07:00 17-Sep-2018

RNS Number : 8945A

Phaunos Timber Fund Limited 17 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.

17 September 2018

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

Response to Stafford Final Offer

The board of directors of Phaunos (the "Board") notes the announcement made on 14 September 2018 by Stafford Capital Partners Limited ("Stafford") regarding an increased and final firm cash offer of US$0.52 per Phaunos share for the en�re issued and to be issued share capital of the Company (the "Final Offer").

As previously announced, the Board is currently assessing the possible all-stock offer from CatchMark Timber Trust, Inc. ("CatchMark") for the en�re issued and to be issued share capital of the Company, at a price of US$0.57 per Phaunos share. The Board will consider Stafford's Final Offer as part of this assessment and a further announcement will be made in due course.

In the interim, Phaunos strongly encourages Shareholders to take no ac�on in rela�on to Stafford's Final Offer.

Enquiries:

Phaunos Timber Fund Limited

Richard Boléat (Chairman)

+44 (0)1534 625522

Evercore Partners Interna�onal LLP (Financial Adviser)

+44 (0)20 7653 6000

Julian Oakley Julien Baril

Winterflood Investment Trusts (Corporate

Broker)

+44 (0)20 3100 0000

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 restric�ons rela�ng to persons resident in restricted jurisdic�ons, be available on Phaunos's website ath�p://www.phaunos�mber.com/offer-from-stafford/ by no later than 12 noon (London �me) on the business day following the release 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 Solu�ons (Guernsey) (ac�ng as Company Secretary).

Important No�ces

This announcement is not intended to, and does not, cons�tute or form part of any offer, invita�on or solicita�on of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securi�es or the solicita�on of any vote or approval in any jurisdic�on. Any offer (if made) will be made solely by certain offer documenta�on which will contain the full terms and condi�ons 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 informa�on disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribu�on or publica�on of this announcement in jurisdic�ons outside of the United Kingdom may be restricted by laws of the relevant jurisdic�ons, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restric�ons. Any failure to comply with the restric�ons may cons�tute a viola�on of the securi�es law of any such jurisdic�on.

Evercore Partners Interna�onal LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is ac�ng as financial adviser for Phaunos Timber Fund and no one else in connec�on with the Offer and other ma�ers set out in this announcement and will not regard any other person as its client in rela�on to the Offer and other ma�ers in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protec�ons afforded to clients of Evercore, nor for providing advice in rela�on to the Offer or any other ma�er 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 connec�on with the Offer, this announcement or any statement contained herein or otherwise. Apart from the responsibili�es and liabili�es, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdic�on 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 representa�on, express or implied, is made by it, or purported to be made on its behalf, in rela�on to the contents of this announcement, including its accuracy, completeness or verifica�on of any other statement made or purported to be made by it, or on its behalf, in connec�on with Phaunos Timber Fund or the ma�ers described in this announcement. To the fullest extent permi�ed 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 theymight otherwise have in respect of this announcement or any statement contained therein.

Winterflood Securi�es Limited ("Winterflood"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is ac�ng as corporate broker to Phaunos Timber Fund and no one else in connec�on with the ma�ers set out in this announcement and will not regard any other person as its client in rela�on to the ma�ers in this announcement and will not be responsible to anyone other than Phaunos Timber Fund for providing the protec�ons afforded to clients of Winterflood, nor for providing advice in rela�on to any ma�er 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 contactrns@lseg.com or visitwww.rns.com.

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Response to Stafford Final Offer - RNS