20th Mar 2007 16:21
Warner Estate Holdings PLC20 March 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES OR ANY RESTRICTED JURISDICTION 20 March 2007 WARNER ESTATE HOLDINGS PLC ("WARNER ESTATE") RECOMMENDED CASH OFFER FOR JS REAL ESTATE PLC ("JS") COMPULSORY ACQUISITION OF OUTSTANDING JS SHARES On 14 March 2007 Warner Estate announced that the recommended cash Offer toacquire the entire issued and to be issued share capital of JS had been declaredunconditional in all respects. As at 1.00 p.m. on 19 March 2007, the latest practicable date prior to themaking of this announcement Warner Estate had received valid acceptances inrespect of 15,563,617 JS Shares, representing 95.57 per cent. in value of the JSShares. Consequently, Warner Estate is today implementing the procedure under sections428 to 430F of the Companies Act 1985, as amended, to compulsorily acquire allof the outstanding JS Shares which it does not already hold or has not alreadyacquired, contracted to acquire or in respect of which it has not alreadyreceived valid acceptances. The Offer for the entire issued and to be issued share capital of JS, as set outin the Offer Document, will remain open for acceptance until further notice. The definitions set out in the Offer Document dated 20 February 2007 have thesame meanings in this announcement. Enquiries: Warner Estate Tel: +44 (0) 20 7907 5100Philip WarnerPeter Collins Bridgewell Tel: +44 (0) 20 7003 3000Heraclis EconomidesRashmi Sinha City Profile Tel: +44 (0) 20 7488 3244Simon Courtenay This announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, subscribe foror otherwise acquire, sell or dispose of, any securities pursuant to the Offeror otherwise. The Offer is made solely by the Offer Document and the Form ofAcceptance which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Bridgewell Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Warner Estate andno-one else in connection with the Offer and will not be responsible to anyoneother than Warner Estate for providing the protections afforded to clients ofBridgewell nor for giving advice in relation to the Offer or any matter orarrangement referred to in this announcement. This announcement has been prepared in accordance with English law, the TakeoverCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the law of jurisdictionsoutside England. The Offer is subject to the applicable rules and regulations of the FinancialServices Authority, the London Stock Exchange and the Takeover Code. Thedistribution of this announcement in jurisdictions other than the United Kingdomand the availability of the Offer to JS Shareholders who are not resident in theUnited Kingdom may be affected by the laws of relevant jurisdictions. Therefore,any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom or JS Shareholders who are not resident in the United Kingdomwill need to inform themselves about, and observe, any applicable requirements. Unless otherwise determined by Warner Estate or required by the Takeover Codeand permitted by applicable law and regulation, the Offer is not being, and willnot be made, directly or indirectly, in or into or by use of the mails of, or byany other means or instrumentality (including, but not limited to electronicmail, facsimile transmission, telex, telephone, internet or other forms ofelectronic communication) of inter-state or foreign commerce of, or any facilityof a national, state or other securities exchange of, the United States or anyRestricted Jurisdiction, and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility, or otherwise from or within theUnited States, or any Restricted Jurisdiction. Any persons (including without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or may have a contractual or legalobligation to, forward this announcement, and/or the Offer Document, and/or anyother related document to any jurisdiction outside the United Kingdom shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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