14th Nov 2007 18:07
Imperial Tobacco Group PLC14 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. Altadis, S.A. Board Recommends Offer by Imperial Tobacco Group PLC and ConvenesEGM RECOMMENDATION OF OFFER Imperial Tobacco Group PLC ("Imperial Tobacco") today notes the announcement byAltadis, S.A. ("Altadis") that: • the Board of Directors of Altadis unanimously considers the all cash price offered by Imperial Tobacco of €50 per Altadis share (the "Offer") fair from a financial point of view; • the Board of Directors of Altadis unanimously considers the Offer to be attractive and recommends the Offer to its shareholders; and • the directors of Altadis who are, directly or indirectly, holders of shares in Altadis intend to accept the Offer in respect of such holdings, unless a competing offer arises. EXTRAORDINARY GENERAL MEETING Altadis today also announced that an extraordinary general meeting (the "EGM")will be held on Tuesday, 18 December 2007 at which the Altadis shareholders willvote on the resolution to remove from Altadis' bye-laws the limitation on thenumber of votes that Altadis' shareholders can cast at a general meeting ofshareholders (the "Voting Restriction"). The EGM will be held in Madrid, atIFEMA at the North Auditorium of the Juan Carlos I Exhibition Centre, Campo delas Naciones, at 1.00pm (Madrid time). Altadis shareholders who attend the EGM, either in person or by proxy, will bepaid an attendance premium of €0.10 for each Altadis share that they own. Imperial Tobacco notes that Altadis has today announced that its directors haverecommended that Altadis' shareholders vote in favour of the removal of theVoting Restriction. THE OFFER The Offer, which was announced on 18 July 2007, is €50 per Altadis share and issubject to the fulfilment of the following conditions: • 80% of the share capital of Altadis being tendered in acceptance of the Offer; and • Altadis' shareholders resolving to remove the Voting Restriction. Imperial Tobacco reserves the right, where legally able, to waive any conditionto the Offer in whole or in part. The full terms and conditions of the Offer areset out in Imperial Tobacco's offer document dated 30 October 2007. A copy ofImperial Tobacco's offer document, together with a summary, is available forinspection on Imperial Tobacco's website (www.imperial-tobacco.com). TIMETABLE The acceptance period for the Offer commenced on 12 November 2007 and isexpected to close on 11 January 2008. Note to editors: The Spanish corporate practice is for companies to set aside two consecutivedates for the holding of a general meeting (these dates are referred to as a"first call" and a "second call", respectively). In accordance with thispractice, Altadis has set aside 1.00pm (Madrid time) on 17 December 2007 and1.00pm (Madrid time) on 18 December 2007 for the holding of the EGM. However,Altadis has advised its shareholders that, unless otherwise expressly announcedby Altadis, the EGM will be held at 1.00pm (Madrid time) on 18 December 2007. The quorum requirement for a first call is that shareholders representing atleast 50% of the shares attend the meeting (either in person or by proxy) andthe approval threshold is half plus one of the shares voted at the meeting(either in person or by proxy). If shareholders representing at least 50% of theshares attend the second call (either in person or by proxy), the quorum andapproval requirements for a second call are the same as for a first call. Ifshareholders representing less than 50% of the shares attend the second call(either in person or by proxy), the quorum and approval requirements are 25% anda majority of two-thirds, respectively. Enquiries Imperial TobaccoAlex Parsons (Group Media Relations Manager) Tel: +44 (0) 7967 467241Simon Evans (Group Press Officer) Tel: +44 (0) 7967 467684John Nelson-Smith (Investor Relations Manager) Tel: +44 (0) 7919 391866 Citi Tel: +44 (0) 20 7986 4000(lead financial adviser to Imperial Tobacco)Ian Carnegie-BrownIan HartMark Todd Manuel Falco Tel: +34 (0) 91 538 4411 Hoare Govett Tel: +44 (0) 20 7678 8000(joint corporate broker to Imperial Tobacco)Hugo FisherPaul Nicholls Lehman Brothers Tel: +44 (0) 20 7102 1000(financial adviser to Imperial Tobacco)Ludovico del BalzoAdrian Fisk Morgan Stanley Tel: +44 (0) 20 7425 5000(financial adviser and jointcorporate broker to Imperial Tobacco)Gavin MacdonaldPaul Baker Banco Santander Tel: +34 (0) 91 289 3371(financial adviser to Imperial Tobacco)Filipe Ribeiro-FerreiraGeorg Orssich Citi, Hoare Govett Limited, Lehman Brothers Europe Limited, Morgan Stanley & Co.International Limited and Banco Santander, which are authorised and regulated inthe United Kingdom by the Financial Services Authority, are acting exclusivelyfor Imperial Tobacco and no one else in relation to the matters referred to inthis announcement and will not be responsible to anyone other than ImperialTobacco for providing the protections afforded to clients of Citi, Hoare GovettLimited, Lehman Brothers Europe Limited, Morgan Stanley & Co. InternationalLimited and Banco Santander respectively nor for providing advice in relation tothese matters, the content of this announcement or any matter referred to in it. Copies of Imperial Tobacco's announcements are available on its website:www.imperial-tobacco.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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