Offer Update
09 April 2003 - 3:06AM
UK Regulatory
RNS Number:7961J
Kondar Limited
08 April 2003
KONDAR LIMITED AND ENIC PLC, 8 APRIL 2003
THIS ANNOUNCEMENT IS Not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
Recommended cash offer to acquire ENIC plc ('ENIC')
made by Shore Capital and Corporate Limited
on behalf of Kondar Limited ('Kondar')
Level of acceptances and compulsory acquisition of shares
Kondar announces that, as at 3.00 p.m. on 7 April 2003, valid acceptances of the
Offer had been received in respect of 90,094,176 ENIC Shares representing 89.44
per cent. of the issued share capital of ENIC. Since the Offer was made on 10
March 2003, Kondar has purchased 5,852,460 ENIC Shares representing 5.81 per
cent. of the issued share capital. Accordingly, Kondar owns or has received
acceptances to accept the Offer in respect of a total of 95,946,636 ENIC Shares
representing 95.26 per cent. of the issued share capital.
Kondar now owns or has received acceptances in respect of more than 90 per cent.
of the ENIC Shares to which the Offer relates and will shortly be implementing
the procedures under sections 428 to 430F of the Companies Act 1985, as amended,
to acquire compulsorily all of the outstanding ENIC Shares which it has not
already acquired, contracted to acquire or in respect of which it has not
received valid acceptances.
ENIC 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 Computershare Investor Services PLC (telephone
0870 702 0100). Holders of ENIC 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.
On 28 March 2003, ENIC made application for the cancellation of the trading of
ENIC Shares on the Alternative Investment Market of the London Stock Exchange
and on the Bourse de Luxembourg. Such cancellation is expected to take place
not later than 29 April 2003.
Prior to the commencement of the Offer Period on 24 February 2003 Kondar owned
no ENIC Shares. Persons deemed to be acting in concert with Kondar for the
purposes of the Offer held 52,029,914 ENIC Shares representing 51.66 per cent.
of the issued share capital of ENIC. Valid acceptances of the Offer have been
received in respect of all of these ENIC Shares.
Save as referred to above, neither Kondar nor any person acting or deemed to be
acting in concert with Kondar for the purposes of the Offer held any ENIC Shares
or rights over such shares prior to the commencement of the Offer Period on 24
February 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 Kondar for the purposes of the Offer.
A further announcement of acceptances will be made following the second closing
date of 14 April 2003.
Unless the context otherwise requires, the definitions contained in this
announcement are the same as those used in the document containing the Offer
dated 10 March 2003.
8 April 2003
Press enquiries:
Shore Capital (Financial Adviser to Kondar)
Graham Shore 020 7408 4090
Alex Borrelli
Holborn (Public Relations Adviser)
John Bick 020 7929 5599
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
ENIC 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 ENIC
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 regulated by the Financial
Services Authority in the conduct of its investment business in the United
Kingdom, is acting exclusively for Kondar 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 Kondar 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
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