Offer Update
24 September 2003 - 4:11AM
UK Regulatory
RNS Number:0955Q
Stoneycroft Limited
23 September 2003
The information contained herein is restricted and is not for release or
distribution in or into the United States of America, Canada, Australia or
Japan.
This press release has been issued by Stoneycroft Limited and is the sole
responsibility of Stoneycroft Limited and has been approved solely as a
financial promotion for the purposes of Section 21 of the Financial Services and
Markets Act 2000 by Numis Securities Limited of 5th Floor, Cheapside House, 138
Cheapside, London EC2V 6LM. Numis Securities Limited and City Capital
Corporation Limited are acting as the financial advisers to Stoneycroft Limited
and no one else and will not be responsible to any other person for providing
the protections afforded to clients of Numis Securities Limited and City Capital
Corporation Limited respectively or for providing advice regarding the Offer.
This document does not constitute an offer or invitation to purchase or
subscribe for any securities of Monsoon plc and should not be relied on in
connection with any decision to purchase or subscribe for any such securities.
The securities referred to herein have not been nor will be registered under the
United States Securities Act of 1933 (as amended) nor under the securities
legislation of any state of the United States of America or any province or
territory of Canada, Australia or Japan or in any country, territory or
possession where to do so may contravene local securities law or regulations.
Accordingly, these securities may not, subject to certain exceptions, be offered
or sold directly or indirectly in or into the United States of America, Canada,
Australia or Japan or to any national, citizen or resident of the United States
of America, Canada, Australia or Japan.
Offer Update
Offer by Stoneycroft Limited
to sell Put Options over 35,599,540 issued shares of Monsoon plc
On 2 July 2003 Stoneycroft Limited ("Stoneycroft") announced an offer to sell
Put Options over up to 35,599,540 issued shares of #0.10 each in Monsoon plc
("Monsoon"), representing 20% of Monsoon's issued share capital ("the Offer").
Stoneycroft announced on 30 July 2003, that the Offer was fully subscribed and
therefore, in accordance with the terms of the Offer, the second offer period
was closed.
As at 5:00 pm on 19 September 2003, valid Put Exercise Notices in relation to a
total of 624,996 Put Options had been received. In addition, on 22 September
2003, Stoneycroft purchased 950,000 Monsoon Shares in the market. This purchase
took account of the announcement by Monsoon on 19 September 2003 that certain
Put Options entered into with Stoneycroft were no longer capable of being
exercised. As a result of this announcement and in the event that Stoneycroft is
notified by other holders of Put Options that they will not or are not capable
of exercising Put Options, Stoneycroft may make further market purchases up to
the maximum level indicated in the Offer Document.
Stoneycroft is interested in Monsoon Shares representing 29.2% of Monsoon's
issued share capital of which 18,744,279 shares or 10.53% is made up of Monsoon
Shares held by Stoneycroft and the balance of 33,240,205 shares or 18.67% in Put
Options. The breakdown is as follows:
Shares held by Stoneycroft prior to the Offer: 16,384,944
Shares purchased by Stoneycroft during the Offer Period: 784,339
Put Options exercised as at 5:00 pm on 19 September 2003: 624,996
Shares purchased by Stoneycroft on 22 September 2003: 950,000
Put Options over which Stoneycroft has an interest: 33,240,205
As at 5:00 p.m. on 22 September 2003, the combined interests of Stoneycroft, the
Stoneycroft Trust, the Beauchamp Trust and Peter Simon represent approximately
92.5% of the issued share capital of Monsoon, subject to full exercise of the
Put Options.
In accordance with the terms of the Offer Document, the exercise price of the
Puts has been reduced to 136.5p.
Holders of Put Options have until 3.00 p.m. on 3 October 2003 to exercise their
right to sell Monsoon shares to Stoneycroft at the prevailing exercise price.
Settlement of the consideration to which any Monsoon Shareholder is entitled
will be effected on the relevant Put Option Completion Date following the
exercise of their Put Options, provided that the final such settlement date will
be 8 October 2003.
23 July 2003 - Second offer period began
- Investors can exercise their Put Options at any time until 3
October 2003, with settlement taking place on a weekly basis
30 July 2003 - Second offer period closed
19 September 2003 - Exercise price was reduced from 140p to 136.5p
3 October 2003 - Last day that Put Options may be exercised
8 October 2003 - Final settlement occurs and the transaction is deemed
complete
- Stoneycroft announces the final outcome of the Offer
Capitalised words and expressions used in this announcement shall bear the
respective meanings as defined in the Offer Document issued by Stoneycroft dated
2 July 2003, unless the context requires otherwise.
Enquiries:
City Capital Corporation +44 207 583 5800
Michael Hammond
David Meacher
Numis Securities Limited +44 207 776 1500
Oliver Hemsley
Gavin Anderson & Company +44 207 554 1400
Neil Bennett
Ken Cronin
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUORWROKRKUAR