31st Jul 2007 15:33
Spring Group PLC31 July 2007 Spring Group plc 31 July 2007 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO AUSTRALIA, CANADA ORJAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Recommended Cash Offer by Spring (Corporate) Limited (a wholly owned subsidiary of Spring Group plc) for the entire issued and to be issued share capital of Glotel plc ('Glotel') Compulsory Acquisition of Outstanding Glotel Shares On 3 July 2007, Spring (Corporate) Limited posted an offer document (the 'OfferDocument') to Glotel Shareholders in respect of the offer of 70 pence in cashfor each Glotel Share (the 'Offer'), which is being made by Spring (Corporate)Limited. Spring (Corporate) Limited is a wholly owned subsidiary of Spring Groupplc ('Spring'), newly established for the purpose of making the Offer. The Offer was declared unconditional in all respects on 25 July 2007. Spring(Corporate) Limited also confirmed that it intended to exercise its rightspursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006(the 'Act') to acquire compulsorily the remaining Glotel Shares on the sameterms as the Offer, having received valid acceptances in respect of more than 90per cent. of the Glotel Shares and voting rights to which the Offer relates. The Board of Spring (Corporate) Limited now announces that it has implementedthe compulsory acquisition procedure under the Act and has today posted formalnotices under section 979 of the Act to Glotel Shareholders who have not yetaccepted the Offer. The transfer of Glotel Shares in accordance with thecompulsory acquisition notices will take place on or around 10 September 2007being 6 weeks from the date of the compulsory acquisition notice. The Offer will remain open for acceptance until further notice and GlotelShareholders who wish to accept the Offer, and who have not yet done so, shouldact in accordance with the instructions set out in the Offer Document dated 3July 2007 and (in respect of Glotel Shares held in certificated form) the Formof Acceptance as soon as possible. Further copies of the Offer Document andForms of Acceptance are available to Glotel Shareholders who are entitled toreceive these documents by calling Capita Registrars on 0870 162 3121 (or, fromoutside the United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m.(London time), Monday to Friday (excluding UK public holidays). Settlement will be effected on or before 7 August 2007 to such GlotelShareholders who validly accepted the Offer prior to the First Closing Date.Settlement for Glotel Shareholders who validly accept the Offer from the FirstClosing Date onwards will be effected within 14 calendar days of receipt oftheir valid acceptance. As previously announced, Spring (Corporate) Limited has procured the making ofan application by Glotel for the cancellation of admission to listing andadmission to trading of Glotel Shares from the Official List of the UK ListingAuthority and the London Stock Exchange's market for listed securities whichwill take effect not earlier than 23 August 2007. Certain terms used in this announcement are defined in the Offer Document dated3 July 2007. Enquiries: SpringAmir Eilon (Chairman) Tel: +44 (0)20 7300 9000Peter Searle (Chief Executive Officer)Peter Darraugh (Finance Director) Altium (Financial Adviser and Broker to Spring)Ben Thorne Tel: +44 (0)20 7484 4040Sam Fuller Financial Dynamics (Public Relations adviser to Spring)Ben Atwell Tel: +44 (0)20 7831 3113John Gilbert Altium, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting exclusively for Spring and no one else inconnection with the Offer and will not be responsible to anyone other thanSpring for providing the protections afforded to clients of Altium nor forproviding advice in relation to the Offer, the content of this announcement orany other matter or arrangement referred to herein. The Directors of Spring accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the Spring Board(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they accept responsibilityis in accordance with the facts and does not omit anything likely to affect theimport of such information. This announcement does not constitute an offer to sell or solicitation of anoffer to purchase or subscribe for any securities pursuant to the Offer orotherwise. The Offer is being made by the Offer Document and (in respect ofcertificated Glotel Shares) the Form of Acceptance accompanying the OfferDocument, which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. The laws of relevant jurisdictions mayaffect the availability of the Offer to persons not resident in the UnitedKingdom. Persons who are not resident in the United Kingdom, or who are subjectto the laws of any jurisdiction other than the United Kingdom, should informthemselves about, and observe, any applicable requirements. The Offer is not being made, directly or indirectly, in or into Canada,Australia or Japan and the Offer cannot be accepted by any such use, means,instrumentality or facility or from within Canada, Australia or Japan or anyother such jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction. Accordingly, copies of this announcement, the OfferDocument and (in respect of certificated Glotel Shares) the Form of Acceptanceare not being, will not be and must not be mailed or otherwise forwarded,distributed or sent in, into or from Canada, Australia or Japan or any othersuch jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction and persons receiving this announcement, the Offer Documentand (in respect of certificated Glotel Shares) the Form of Acceptance (includingwithout limitation custodians, nominees and trustees) must not mail, forward,distribute or send them in, into or from Canada, Australia or Japan or any othersuch jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. Doing so may render invalid any purported acceptance ofthe Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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