Offer Update
30 October 2003 - 7:00PM
UK Regulatory
RNS Number:4664R
Mintglade Limited
30 October 2003
30 October 2003
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Mintglade Limited ('Mintglade')
Recommended cash offer for Newport Holdings PLC ('Newport')
Offer Wholly Unconditional
Acceptances at first closing date and extension of the Offer
On 22 September 2003, the boards of Mintglade and Newport announced a
recommended cash offer, to be made by Shore Capital and Corporate Limited on
behalf of Mintglade (a wholly-owned subsidiary of Structadene Limited) to
acquire the entire issued and to be issued share capital of Newport. The
document containing the Offer and the Form of Acceptance were despatched to
Newport Shareholders on 8 October 2003.
Mintglade announces that, as at 3.00 p.m. on 29 October 2003, the first closing
date of the Offer, valid acceptances of the Offer had been received in respect
of 14,333,189 Newport Shares representing 67.1 per cent. of the current issued
share capital of Newport. On 23 October Newport issued 245,001 new Newport
Shares pursuant to the exercise of directors' options under the Newport Share
Scheme. As at 29 October 2003, Mintglade owned 6,040,887 Newport Shares
representing 28.3 per cent. of the current issued share capital of Newport.
Accordingly, Mintglade owns or has received acceptances to accept the Offer in
respect of a total of 20,374,076 Newport Shares representing 95.4 per cent. of
the issued share capital of Newport.
In the light of the above, all conditions to which the Offer is subject, as set
out in the Offer Document dated 8 October 2003, have now been satisfied and,
accordingly, Mintglade has declared the Offer wholly unconditional.
Prior to the commencement of the Offer Period on 23 June 2003 Mintglade owned
5,820,081 Newport Shares representing 27.93 per cent. of the issued share
capital of Newport. During the Offer Period Mintglade acquired a further
220,806 Newport Shares representing 1.05 per cent. of the issued share capital
of Newport.
Save as referred to above, neither Mintglade nor any person acting or deemed to
be acting in concert with Mintglade for the purposes of the Offer held any
Newport Shares or rights over such shares prior to the commencement of the Offer
Period on 23 June 2003 and none of these have acquired or agreed to acquire any
such shares (or rights over such shares) during the Offer Period and no
acceptances have been received from any persons acting or deemed to be acting in
concert with Mintglade for the purposes of the Offer.
The Offer has been extended and will remain open for acceptances received no
later than 3.00 p.m. on 12 November 2003. Newport Shareholders who wish to
accept the Offer and have not yet done so are strongly encouraged to return
their completed Forms of Acceptance in accordance with the instructions printed
thereon as soon as possible. Additional Forms of Acceptance are available from
Lloyds TSB Registrars (telephone 0870 600 0673). Holders of Newport Shares in
uncertificated form are strongly encouraged to send (and CREST sponsored members
procure that their CREST sponsor sends) to CRESTCo a TTE instruction in relation
to such shares. The consideration due to accepting Newport Shareholders under
the Offer will be despatched, in respect of valid acceptances received not later
than the close of business on 29 October 2003, on or before 12 November 2003
and, in respect of acceptances received thereafter, within 14 days of such
receipt.
Mintglade has today requested that Newport make application to the London Stock
Exchange and the UK Listing Authority for the cancellation of the trading in
Newport Shares on the London Stock Exchange's market for listed securities and
the listing of Newport Shares on the Official List of the UK Listing Authority,
respectively. Such cancellation is expected to take place by 27 November 2003
or as soon as practicable thereafter.
Unless the context otherwise requires, the definitions contained in this
announcement are the same as those used in the document containing the Offer
dated 8 October 2003.
30 October 2003
Press enquiries:
Mintglade
Michael Goldberger 020 7843 3788
Shore Capital
Alex Borrelli 020 7408 4090
This Announcement does not constitute an offer or an invitation to purchase any
securities. The laws of the relevant jurisdiction may affect the availability
of the Offer to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
Newport Shareholders are contained in the Offer Document.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and is not capable of acceptance by any such use, means,
instrumentality or facility or from within any of those countries. Accordingly,
neither this Announcement nor the Offer Document nor the Form of Acceptance is
being, and must not be, mailed or otherwise forwarded, transmitted, distributed
or sent in, into or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All Newport
Shareholders or other persons (including, without limitation, nominees, trustees
or custodians) who would or otherwise intend to, or may have a contractual or
legal obligation to, forward this Announcement or the Offer Document or the Form
of Acceptance to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.
Shore Capital and Corporate Limited, which is authorised and regulated by the
Financial Services Authority in the conduct of its investment business in the
United Kingdom, is acting exclusively for Mintglade and no one else in
connection with the Offer and will not regard any other person as its client or
be responsible to anyone other than Mintglade for providing the protections
afforded to clients of Shore Capital and Corporate Limited nor for giving advice
to any such person in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAPENALLDFFE