Offer for IDS Group plc
11 August 2003 - 9:25PM
UK Regulatory
RNS Number:5300O
Twins Acquisition, Inc
11 August 2003
11 August 2003
For immediate release
Not for release, publication or distribution in or into Canada, Australia or
Japan.
Recommended unconditional mandatory Offer by Twins Acquisition, Inc. and
(outside the United States) by Rothschild on its behalf to acquire IDS Group plc
Posting of Mandatory Offer document
A document setting out the terms of the Mandatory Offer was posted to IDS
Shareholders on Friday 8 August 2003.
Cancellation of listing
The Mandatory Offer document states that Twins intends to procure that IDS
applies to the UKLA for the cancellation of the listing of IDS Shares on the
Official List and to the London Stock Exchange for admission to trading of IDS
Shares be cancelled.
It is anticipated that the cancellation of IDS' listing and admission to trading
will take effect no earlier than 4 September 2003, which is 20 business days
after the Mandatory Offer was declared unconditional in all respects.
Acceptances
As at 3 p.m. on 8 August 2003, Twins had received valid acceptances of the
Increased Offer in respect of, in aggregate, 12,957,525 IDS Shares, representing
approximately 22.79 per cent. of the issued IDS Shares.
Accordingly, Twins currently owns, has received acceptances or has received
irrevocable undertakings to accept, or procure the acceptance of the Increased
Offer in respect of, in aggregate, 46,520,803 IDS Shares, representing
approximately 81.81 per cent. of the issued IDS Shares.
Press Enquiries:
Schroder Ventures US
Nick Somers +1 212 735 0701
Monty Yort +1 212 735 0725
Rothschild
Matthew Metcalfe +44 (0) 20 7280 5345
Paul Harris +44 (0) 20 7280 5044
Defined terms used in this announcement shall have the meanings given to them in
the Original Offer Document, the Increased Offer Document and the Mandatory
Offer document.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to Twins and no one
else in connection with the Increased Offer and will not be responsible to
anyone other than Twins for providing the protections afforded to clients of
Rothschild, nor for providing advice in relation to the Increased Offer.
The contents of this announcement, which have been prepared by and are the sole
responsibility of Twins, have been approved by Rothschild for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000.
The Increased Offer in the United States is being made solely by Twins and
neither Rothschild nor any of its affiliates or related entities is making the
Increased Offer in the United States. Twins is not aware of any jurisdiction in
which the making of the Increased Offer is prohibited by any administrative or
judicial action pursuant to any valid statute of any state of the United States.
If Twins becomes aware of any valid US state statute prohibiting the making of
the Increased Offer, it will make a good faith effort to comply with such US
state statute or seek to have such statute declared inapplicable to the
Increased Offer. If, after such good faith effort, Twins cannot comply with any
such state statute, the Increased Offer will not be made to (and tenders will
not be accepted from or on behalf of) holders in such state. In any
jurisdiction where the securities, blue sky or other laws require the Increased
Offer to be made by a licensed broker or dealer, the Increased Offer shall be
deemed to be made on behalf of Twins by one or more registered brokers or
dealers which are licensed under the laws of such jurisdiction. The Increased
Offer is being made for securities of a United Kingdom company and United States
investors should be aware that the disclosure documents relating to the
Increased Offer have been prepared in accordance with the City Code and United
Kingdom disclosure requirements, format and style, all of which differ from
those in the United States.
The availability of the Increased Offer to IDS Shareholders who are not resident
in the United Kingdom or the United States may be affected by the laws of the
relevant jurisdiction in which they are resident. Such persons should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
The Increased Offer will not be made, directly or indirectly, in or into Canada,
Australia or Japan and the Increased Offer will not be capable of acceptance
from or within 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, into or from Canada, Australia or
Japan and persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the
Increased Offer.
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or subscribe for any securities or a
solicitation of an offer to purchase any securities, pursuant to the Increased
Offer or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
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