Offer unconditional
15 October 2001 - 5:00PM
UK Regulatory
RNS Number:5791L
Marlborough Stirling PLC
15 October 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
15 October 2001
MARLBOROUGH STIRLING PLC
("MARLBOROUGH STIRLING")
____________________________
RECOMMENDED OFFER
FOR
EXCHANGE FS GROUP PLC
("EXCHANGE FS")
On 19 September 2001, and as set out formally in the Offer Document dated 21
September 2001, it was announced that the boards of Marlborough Stirling and
Exchange FS had reached agreement on the terms of a recommended offer, to be
made by UBS Warburg on behalf of Marlborough Stirling, for the whole of the
issued and to be issued share capital of Exchange FS.
Marlborough Stirling announces that as at 3.00 p.m. on 12 October 2001, the
first closing date of the Offer, valid acceptances of the Offer which are
complete in all respects had been received in respect of 282,899,867 Exchange
FS Shares (representing approximately 90.4 per cent. of the issued share
capital of Exchange FS). The Offer has therefore become unconditional as to
acceptances and the Offer and the Loan Note Alternative will remain open for
acceptance until further notice. The Mix and Match Facility closed on 12
October 2001 and has not been extended.
The Offer remains conditional upon, inter alia, approval of the necessary
resolutions at the Extraordinary General Meeting of Marlborough Stirling on 15
October 2001, and on the Office of Fair Trading indicating (in terms
satisfactory to Marlborough Stirling) that it is not the intention of the
Secretary of State for Trade and Industry to refer the proposed acquisition of
Exchange FS, or any matters arising therefrom, to the Competition Commission
and the admission of the new Marlborough Stirling Shares to the Official List
of the UK Listing Authority.
The directors of Exchange FS (and certain of their connected persons), certain
management of Exchange FS and Apax irrevocably undertook to accept the Offer
in respect of a total of 175,224,533 Exchange FS Shares representing
approximately 56 per cent. of the issued share capital of Exchange FS.
Anthony Klim, a director of Marlborough Stirling, held 600 Exchange FS Shares
prior to the Offer Period representing 0.0001917 per cent. of the issued share
capital of Exchange FS.
Acceptances in respect of these Exchange FS Shares are included in the
acceptances referred to above.
Save as set out above neither Marlborough Stirling, nor any of the directors
of Marlborough Stirling, nor any party acting in concert with Marlborough
Stirling, owned any Exchange FS Shares or rights over Exchange FS Shares prior
to the Offer Period nor have they acquired or agreed to acquire any Exchange
FS Shares or rights over Exchange FS Shares during the Offer Period, other
than by way of acceptances of the Offer.
Terms defined in the Offer Document have the same meaning in this press
release unless the context requires otherwise.
Enquiries:
MARLBOROUGH STIRLING
Graham Coxell, Chief Executive
David Gales, Finance Director
Phone: 020 7638 9571
UBS WARBURG
Alexander Wilmot-Sitwell
Colin Christie
Phone: 020 7567 8000
CITIGATE DEWE ROGERSON
Toby Mountford
Sebastian Hoyle
Phone: 020 7638 9571
The Offer is not being made, directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan. Accordingly, copies of this announcement are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from the United States, Canada, Australia or
Japan and persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or
into or from the United States, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance of the Offer. The availability of the
Offer to persons who are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable
requirements.
The new Marlborough Stirling Shares and the Loan Notes have not been, nor will
they be, registered under the US Securities Act or under the securities laws
of any state of the United States; the relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and neither the new Marlborough Stirling Shares nor the Loan Notes
have been, nor will they be, registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction
of Canada, Australia or Japan. Accordingly, neither the new Marlborough
Stirling Shares nor the Loan Notes may (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in, such jurisdiction or to, or for
the account or benefit of, any United States, Canadian, Australian or Japanese
person.
UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting for
Marlborough Stirling and no one else in connection with the Offer and will not
be responsible to anyone other than Marlborough Stirling for providing the
protections afforded to customers of UBS Warburg Ltd. nor for giving advice in
relation to the Offer.
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