Offers Wholly Unconditional
08 Julho 2004 - 2:59PM
UK Regulatory
RNS Number:6631A
Precinct Investments Ltd
08 July 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.
8 July 2004
RECOMMENDED INCREASED CASH OFFERS
BY DELOITTE CORPORATE FINANCE
ON BEHALF OF
PRECINCT INVESTMENTS LIMITED
FOR
GRESHAM HOTEL GROUP PLC
Increased Offers declared unconditional in all respects, additional contingent
cash consideration payable and intention to de-list and commence compulsory
acquisition of outstanding Gresham Shares
The Board of Precinct announces that by 5.30 p.m. on 8 July 2004 valid
acceptances of the Increased Ordinary Share Offer had been received in respect
of a total of 64,363,454 Ordinary Shares, representing approximately 80.97 per
cent. of Gresham's existing issued ordinary share capital.
This total includes:
* acceptances in respect of 4,925,259 Ordinary Shares (representing
approximately 6.2 per cent. of the existing issued ordinary share
capital of Gresham) for which Precinct had received irrevocable
undertakings to accept the Ordinary Share Offer prior to the posting
of the Original Offer Document;
* acceptances in respect of 3,850,000 Ordinary Shares (representing
approximately 4.84 per cent. of the existing issued ordinary share
capital of Gresham) for which Precinct had received irrevocable
undertakings to accept the Increased Ordinary Share Offer; and
* acceptances in respect of 29,073,165 Ordinary Shares (representing
approximately 36.58 per cent. of the existing issued ordinary share
capital of Gresham) for which Precinct had received irrevocable
undertakings to accept an offer at Euro1.40 per Gresham Share.
Marblewood Investments Limited, a company owned by the shareholders of Precinct,
has acquired 400,000 Ordinary Shares, representing approximately 0.50 per cent.
of Gresham's existing issued ordinary share capital, since 14 November 2003.
Marblewood Investments Limited has accepted the Increased Ordinary Share Offer
in respect of its entire holding of Ordinary Shares.
By 5.30 p.m. on 8 July 2004 Precinct had received valid acceptances of the
Increased Preference Share Offer in respect of a total of 4,192,260 Preference
Shares, representing approximately 99.82 per cent. of Gresham's existing issued
preference share capital. This total includes acceptances in respect of
4,188,893 Preference Shares (representing approximately 99.74 per cent. of the
existing issued preference share capital of Gresham) for which Precinct had
received irrevocable undertakings to accept an offer at Euro1.40 per Gresham Share.
Precinct has also received valid acceptances of the Share Option Proposal in
respect of 1,885,000 Gresham Share Options representing 100 per cent. of the
Gresham Share Options in issue.
Precinct owned no Gresham Shares prior to 14 November 2003 (the date of
commencement of the Offer Period) and has not acquired or agreed to acquire
(other than by way of valid acceptances of the Original Offers and the Increased
Offers) any Gresham Shares since that date. Catherine Murphy, wife of JJ
Murphy, a director of Precinct, held 1,500 Ordinary Shares at 14 November 2003.
All of the conditions of the Increased Offers as set out in the Increased Offer
Document dated 8 July 2004 have now been satisfied or waived and, accordingly,
Precinct is pleased to announce the Increased Offers are declared unconditional
in all respects and the additional contingent cash consideration is now payable
under the Increased Offers. The Increased Offers will remain open for
acceptance until further notice.
Gresham Shareholders who hold shares in certificated form (i.e. not in CREST),
and have not accepted the Increased Offers but wish to do so, should complete
and sign the relevant Form(s) of Acceptance and return them, in accordance with
the instructions printed thereon, as soon as possible.
To accept the Increased Ordinary Share Offer in respect of Ordinary Shares held
in uncertificated form (i.e. in CREST), Ordinary Shareholders should take (or
procure to be taken) the action set out in paragraph 13(e) of Part 2 of the
Original Offer Document to transfer the Ordinary Shares in respect of which they
wish to accept the Increased Ordinary Share Offer to an escrow balance,
specifying Computershare Investor Services (Ireland) Limited (in its capacity as
a CREST participant under its Participant ID referred to in paragraph 13(e) of
Part 2 of the Original Offer Document) as the Escrow Agent, as soon as possible.
If you are a CREST sponsored member, you should contact your CREST sponsor
immediately.
If you require a copy of the original Form(s) of Acceptance or are in any doubt
as to the procedure for acceptance, please contact Computershare Investor
Services (Ireland) Limited on +353 1 216 3100.
Settlement of consideration to which any Gresham Shareholder is entitled will be
effected: (i) in the case of acceptances received (complete in all respects) on
or by 8 July 2004, within 14 days of the date of this announcement; or (ii) in
the case of acceptances received (complete in all respects) after 8 July 2004
but while the Increased Offers remain open, within 14 days of such receipt.
Precinct stated in the Original Offer Document its intention to procure the
making of an application by Gresham to the Irish Stock Exchange and the London
Stock Exchange for cancellation of the listing of the Ordinary Shares. Notice is
hereby given that the twenty business days notice period for the cancellation of
the listing of the Ordinary Shares on the Irish Stock Exchange and the UK
Official List and for the cancellation of the admission to trading of Ordinary
Shares on the markets of the Irish Stock Exchange and of the London Stock
Exchange has now commenced. Accordingly, it is expected that such de-listing and
cancellation will take effect on 9 August 2004 or as soon as is practicable
thereafter.
In due course, Precinct intends to post statutory notices pursuant to section
204 of the Companies Act 1963 to Ordinary Shareholders who have not yet validly
accepted the Increased Ordinary Share Offer, informing such Ordinary
Shareholders that it will compulsorily acquire their Ordinary Shares under the
provisions of the Act. Precinct also intends to post statutory notices pursuant
to section 204 of the Companies Act 1963 to Preference Shareholders who have not
yet validly accepted the Increased Preference Share Offer, informing such
Preference Shareholders that it will compulsorily acquire their Preference
Shares under the provisions of the Act.
Enquiries
Precinct
Wilson Hartnell Public Relations Telephone: +353 1 669 0030
Deloitte Corporate Finance
David O'Flanagan Telephone: +353 1 4177 2200
NCB Stockbrokers Limited
Fergus McLoughlin Telephone: +353 1 611 5611
Terms defined in the Original Offer Document as varied and supplemented by the
Increased Offer Document have the same meanings in this announcement. Precinct
reserves all of its rights under the Increased Offers.
Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Increased Offers and will not be responsible to anyone other than Precinct
for providing the protections afforded to clients of Deloitte Corporate Finance
or for providing advice in relation to the Increased Offers, the contents of
this announcement or any transaction or arrangement referred to herein.
NCB Stockbrokers Limited, which is authorised by the Irish Financial Services
Regulatory Authority under the Stock Exchange Act 1995, is acting exclusively as
broker to Precinct and no one else in connection with the Increased Offers and
will not be responsible to anyone other than Precinct for providing the
protections afforded to clients of NCB Stockbrokers Limited or providing advice
in relation to the Increased Offers, the contents of this announcement or any
transaction or arrangement referred to herein.
The availability of the Increased Offers to persons not resident in Ireland or
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are resident. Persons who are not resident in Ireland or the United
Kingdom should obtain advice and observe any applicable requirements. Unless
otherwise determined by Precinct, the Increased Offers are not being made,
directly or indirectly, in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
or by use of the mails, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or by any facility of a national securities exchange of Australia, Canada,
Japan, South Africa, the United States or any other jurisdiction where it would
be unlawful to do so, and the Increased Offers are not capable of acceptance by
any such use, means, instrumentality or facility from or within Australia,
Canada, Japan, South Africa, the United States or any other jurisdiction where
it would be unlawful to do so. Accordingly, copies of this announcement and any
related offering documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada, Japan, South Africa, the
United States or any other jurisdiction where it would be unlawful to do so and
persons receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so, as doing so may invalidate any purported acceptance of the
Increased Offers.
The directors of Precinct accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Precinct (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement does not constitute an offer to purchase or an invitation to
subscribe for any securities.
Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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