Offer Update
04 December 2003 - 4:56AM
UK Regulatory
RNS Number:8428S
Raven Mount plc
03 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE 3 December 2003
Offer
by WestLB
on behalf of Raven Mount plc
for Swan Hill Group PLC
Level of acceptances and Offer extension
Raven Mount announces that as at 3.00 p.m. (London time) on Wednesday 3 December
2003, being the first closing date of the Offer, valid acceptances of the Offer
had been received from the holders of, in aggregate, 51,796,808 Swan Hill
Shares, representing approximately 86.8 per cent. of Swan Hill's issued share
capital.
Prior to making the Offer, Raven Mount had received an irrevocable undertaking
to accept (or procure the acceptance of) the Offer in respect of 8,887,436 Swan
Hill Shares, representing approximately 14.9 per cent. of the issued share
capital of Swan Hill, and letters of intent to accept (or procure the acceptance
of) the Offer in respect of, in aggregate, 21,900,249 Swan Hill Shares,
representing approximately 36.7 per cent. of the issued share capital of Swan
Hill. Valid acceptances of the Offer have been received in respect of all of the
Swan Hill Shares which were the subject of such irrevocable undertaking and
letters of intent and are included in the total number of valid acceptances
referred to above.
The Offer, which was declared unconditional as to acceptances on 13 November
2003, has been extended and will remain open for acceptance until further
notice. Swan Hill Shareholders who have not yet accepted the Offer are urged to
do so as soon as possible.
If the Offer becomes or is declared wholly unconditional in all respects, Raven
Mount intends to procure the making of an application by Swan Hill to the UK
Listing Authority for the cancellation of the listing of Swan Hill Shares on the
official list of the UK Listing Authority and to the London Stock Exchange's
market for listed securities for the cancellation of trading in Swan Hill
Shares. It is anticipated that such cancellations will take effect no earlier
than 20 business days after the Offer becomes or is declared wholly
unconditional in all respects. De-listing would significantly reduce the
liquidity and marketability of any Swan Hill Shares which are not the subject of
a valid acceptance under the Offer.
Swan Hill Shareholders, holding Swan Hill Shares in certificated form, who wish
to accept the Offer should complete the Form of Acceptance and return it,
together with supporting documents, to the receiving agents to the Offer, Capita
IRG Plc, at Corporate Actions Department, PO Box 166, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TH as soon as possible.
Swan Hill Shareholders, who hold their Swan Hill Shares in uncertificated form,
wishing to accept the Offer should do so using the procedure set out in the
Offer Document.
Additional Forms of Acceptance are available from Capita IRG Plc, by telephoning
0870 162 3100 (if calling from within the UK) or +44 20 8639 2157 (if calling
from outside the UK).
Save as disclosed in this announcement or in the Offer Document, neither Raven
Mount nor any persons acting or deemed to be acting in concert with them held
any Swan Hill Shares (or rights over any Swan Hill Shares) prior to the Offer
Period and neither Raven Mount nor persons acting or deemed to be acting in
concert with them have acquired or agreed to acquire any Swan Hill Shares (or
rights over any Swan Hill Shares) since the commencement of the Offer Period.
Terms used in this announcement shall have the meaning given to them in the
Offer Document, save where the context requires otherwise.
Enquiries
WestLB: Nicholas Wells, Frank Malone 020 7020 4000
Bell Pottinger Financial: David Rydell, John Coles 020 7861 3232
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offer or otherwise. The full terms and conditions of the Offer (including
details of how the Offer may be accepted) are set out in the Offer Document and
the Form of Acceptance.
WestLB, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for Raven Mount as financial adviser (within the meaning of the
Rules of the FSA) and for no one else in connection with the Offer and will not
be responsible to anyone other than Raven Mount for providing the protections
afforded to its customers or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or by
any facilities of a national state or other securities exchange of, the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in, or into or from the United States, Canada, Australia or
Japan. Persons receiving this announcement (including without limitation
custodians, nominees and trustees) must not distribute or send it in, or into or
from the United States, Canada, Australia, or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
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