14th Mar 2008 14:04
Freedom4 Communications PLC14 March 2008 14 March 2008 FREEDOM4 Communications plc (the "Company") Disposal of Hosting and Network Services Division and proposed cash return of upto £156.94 million via Tender Offers at a minimum price of 10 pence per OrdinaryShare FREEDOM4 Communications plc today announces that it has entered into aconditional agreement for the sale of its Hosting and Network Services Divisionto Host Europe WVS Limited (a new formed, wholly owned subsidiary of OakleyCapital Private Equity L.P. ("Oakley L.P.")) for £120.0 million (on anEnterprise Value basis) to be satisfied as to £20 million in Loan Notes (to beissued by a wholly owned subsidiary of Oakley L.P.), the assumption by the Buyerof certain debt/liabilities (currently expected to be approximately £10 million)and the balance in cash. The Company also announces that conditional, inter alia, on completion of thesale, it proposes to return up to £156.94 million of cash to Shareholders, to beimplemented via Tender Offers for up to 1,569,372,852 Ordinary Shares at a priceof not less than 10 pence per Ordinary Share and not more than 11 pence perOrdinary Share. All Qualifying Shareholders may tender up to 58.0 per cent. ofthe Ordinary Shares which they hold at the Record Date. It is the Company's intention to distribute to its Shareholders the proceeds ofthe redemption of the £20 million of Loan Notes, which are to be repaid by theIssuer to the Company no later than 18 months after the date of their issue. The Disposal and Tender Offers are subject to the approval of Shareholders in ageneral meeting, which is being convened for 1 April 2008. The Company expectsto post a circular outlining the proposals (the "Circular") to Shareholderstomorrow. The definitions used in this announcement are the same as the onesused in the Circular. Following the Disposal, the only remaining operational business within theCompany will be the Wireless Joint Venture with Intel Capital. For further details, contact: FREEDOM4 Communications plc Tel: 0845 200 1122Mike Read, Chief ExecutiveStewart Porter, Finance Director Collins Stewart, Nomad to the Company Tel: 020 7523 8350Hugh Field / Jonny SloanChris Wells UBS Tel: 020 7568 8304Craig Calvert Financial Dynamics Tel: 020 7831 3113Juliet Clarke / Edward Bridges Collins Stewart Europe Limited, which is authorised and regulated by theFinancial Services Authority, is acting exclusively for FREEDOM4 Communicationsplc and no one else in connection with the Tender Offers and will not beresponsible to any person other than the Company for providing the protectionsafforded to customers of Collins Stewart Europe Limited or for providing advicein relation to the Tender Offers or any matter referred to or contained in theCircular. UBS Investment Bank, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for FREEDOM4Communications plc and no one else in connection with the Disposal and will notbe responsible to any person other than the Company for providing theprotections afforded to customers of UBS Limited or for providing advice inrelation to the Disposal or any matter referred to or contained in the Circular. Set out below are edited extracts from the letter to Shareholders from theindependent non-executive director as contained in the Circular: "Introduction On 8 February 2008, the Company issued the Reduction Circular to Shareholdersfor the purposes of, amongst other things, seeking Shareholder approval for theCapital Reduction. In the Reduction Circular, it was explained that, followingreceipt of a number of indicative offers, the process for the disposal of theHosting and Network Services Division was at an advanced stage with a singlepotential purchaser. The Directors are now pleased to announce that the Companyhas today entered into a conditional agreement for the sale of the Hosting andNetwork Services Division to a wholly owned subsidiary of Oakley L.P. for £120.0million (on an Enterprise Value basis) to be satisfied as to £20 million in LoanNotes (to be issued by a wholly owned subsidiary of Oakley L.P.), the assumptionby the Buyer of certain debt/liabilities (currently expected to be approximately£10 million) and the balance in cash. The Disposal is expected to generate agross cash receipt at completion of the Disposal of approximately £90 million(plus the Loan Notes). Completion of the sale is subject, inter alia, to theconsent of Shareholders. Following the Disposal, the only remaining operational business within theCompany will be the Wireless Joint Venture ("FREEDOM4 JV") with Intel Capital. The purpose of the Capital Reduction is to create the distributable reservesnecessary for the Company to be able to purchase its own shares. On 3 March2008, the Company announced that the Reduction Resolution had been duly approvedby Shareholders. The Directors are now pleased to announce that conditional, inter alia, uponcompletion of the Disposal they propose, subject to the Company receivingapproval for the Tender Offers by Shareholders and confirmation of the CapitalReduction by the Court, to return to Shareholders by way of the Tender Offers upto £156.94 million in cash. The Independent Directors believe that the Disposal, and the Directors believethat the Tender Offers, are in the best interests of Shareholders. Following theBroadband Disposal, the Directors informed Shareholders that they believed thatthere was no longer a compelling strategic fit between the remaining businesseswithin the Group. Following the Disposal, the Company will have capital that iscurrently surplus to its requirements and the Directors believe that the TenderOffers are an appropriate means of returning this capital to Shareholders. TheDisposal of the Hosting and Network Services Division, in conjunction with theCapital Reduction and Tender Offers, will crystallise the substantial value forShareholders that has been created in these businesses over the past threeyears. At the same time, Shareholders will be able to maintain an exposure tothe Wireless Joint Venture, which the Directors believe continues to represent along-term growth opportunity. The Board believes that a tender offer is an appropriate means of returningfunds to Shareholders as it gives all Shareholders the choice of whether or notto participate and when to participate in the return of capital. Shareholdersmay opt to tender none, some or, in the case of Option Holders and WarrantHolders, all of the Ordinary Shares arising from the Cash Exercise of up to 58.0per cent. of their Options and Warrants held, in return for cash. Tenders ofOrdinary Shares in excess of their Basic Entitlement by Qualifying Shareholderswill not (to the extent of the excess) be accepted in any circumstances.Alternatively, Shareholders may choose to tender less than their BasicEntitlement or not at all and thereby potentially increase their percentageholding of the Company's issued ordinary share capital in the event that theTender Offers are completed successfully. The price payable under the Tender Offers for each Ordinary Share will be theTender Price. The Tender Price will not be less than 10.0 pence per OrdinaryShare. If and to the extent that the aggregate number of Existing OrdinaryShares validly tendered is less than 1,397,354,185, (being the aggregate BasicEntitlement in respect of the Existing Ordinary Shares) then the monies thatwould have been used to acquire at the Minimum Tender Price the ExistingOrdinary Shares that have not in the event been tendered will be used toincrease the Tender Price payable to those Shareholders who have tendered theirshares. Any increase in the Tender Price will however be limited such that noShareholder shall be paid in excess of a total of 11.0 pence per Ordinary Sharepursuant to the Tender Offers. The Company intends to return up to £156.94 million pursuant to the TenderOffers as it has no immediate need for this cash. The above method ofcalculating the Tender Price facilitates the return to Shareholders of as muchof this cash as possible (subject to the cap of 11.0 pence per Ordinary Share),whilst ensuring that all Shareholders who tender their Basic Entitlement will betreated equally and will have certainty with respect of the number of OrdinaryShares they will own following completion of the Tender Offers. The Minimum Tender Price of 10.0 pence per Ordinary Share represents a 49 percent. premium to the mid market price of an Ordinary Share on 13 March 2008. TheMaximum Tender Price of 11.0 pence per Ordinary Share represents a 63 per cent.premium to the mid market price of an Ordinary Share on 13 March 2008. The First Tender Offer is the method which allows Qualifying Shareholders totender their Ordinary Shares before the end of the 2007/2008 tax year (however,there is no guarantee that the First Tender Offer will be completed before theend of the 2007/2008 tax year). The Second Tender Offer is the method whichallows Qualifying Shareholders to tender their Ordinary Shares in the 2008/2009tax year. This offer will be implemented by means of a grant to Collins Stewartof a call option. The Disposal and remaining business of the Company Information about the Hosting and Network Services Division The Company has entered into a conditional agreement for the sale to a whollyowned subsidiary of Oakley L.P.of the Hosting and Network Services Division for£120.0 million (on an Enterprise Value basis) to be satisfied by £20 million inLoan Notes (to be issued by a wholly owned subsidiary of Oakley L.P.), theassumption by the Buyer of certain debt/liabilities (currently expected to beapproximately £10 million) and the balance in cash. The Hosting and Network Services Division is a leading provider of hosting anddomain names in the UK and of hosting in Germany. Trading as 123-Reg andWebfusion, the Hosting and Network Services Division is the UK's largest domainregistrar, offering easy-to-use, high quality, cost-effective products toconsumers, hobbyists and businesses. In network services, the Hosting andNetwork Services Division's Vialtus Solutions business provides integratedcommunications solutions to large organisations and mid-market companies. With afocus on using IP technologies, Vialtus Solutions' products include managedhosting, mobile worker and remote office security solutions, voice services andIP networking. On 13 March 2008, GX Networks Limited (being one of the Hosting and NetworkServices Companies) reached agreement to outsource the provision of circuits,and management of its connecting access network, to Cable & Wireless UK. Thefive-year agreement is scheduled to be completed at the end of March 2008, andaims to deliver cost savings and efficiency improvements for GX NetworksLimited, as well as improved circuit pricing, supply chain consolidation, andaccess to Cable & Wireless' Next Generation Network platform for future productdevelopment. For the year ended 31 December 2007, the Hosting and Network Services Divisiongenerated revenues of £72.3 million (2006: £61.3 million), an EBITDA of £7.7million (2006: £8.3 million) and a loss before tax excluding amortisation ofgoodwill, inter-company interest and impairments of £0.75 million (2006: loss of£0.4 million). As at 31 December 2007, the net tangible assets of the Hostingand Network Services Division, excluding intangibles, investments andinter-company balances were £32.7 million (2006: £11.2 million). As at 31December 2007, the division had approximately 386,000 hosting customers (2006:331,000). In 2008, the Hosting and Network Services Division has continued to trade inline with its performance in the second half of 2007. Rationale for the Disposal of the Hosting and Network Services Division Following the Broadband Disposal, the Directors believe that there is not acompelling strategic fit between the remaining businesses within the Group. TheIndependent Directors believe that the Disposal provides an opportunity todispose of the Hosting and Network Services Division at an attractive price andon terms that are fair and reasonable insofar as the Shareholders and theCompany are concerned. The Disposal of the Hosting and Network ServicesDivision, in conjunction with the Capital Reduction and Tender Offers,crystallises the substantial value for Shareholders that has been created inthis business over the past three years. Following the receipt of a number of expressions of interest in the Hosting andNetwork Services Division and after a thorough and wide ranging review conductedwith the assistance of UBS, the Independent Directors decided to pursue apotential sale of the Hosting and Network Services Division, with the WirelessJoint Venture remaining as the sole operational business of the Company (whichis the entity listed on AIM). As part of this process, the Independent Directors then considered, with theassistance of UBS, a number of indicative offers for the Hosting and NetworkServices Division and held discussions with several parties. The most attractiveproposal received was from the Buyer. Role of Peter Dubens in the Disposal and with the Buyer The holding entity of the Buyer is Oakley L.P., a private equity fund, which isfunding the acquisition of the Hosting and Network Services Division through amixture of cash from its own resources and third party debt. Peter Dubens, who is executive chairman of the Company, is interested in theBuyer by virtue of his personal commitment of €15 million to the first closingof Oakley L.P. and he is also on the investment committee of Oakley L.P., whichis responsible for making investment decisions. Peter Dubens is a director ofOakley Capital Investments Limited, which committed funds to the first closingof Oakley L.P.. Peter Dubens has not taken part in decisions of the Company relating to theDisposal. An independent committee of the Board, comprising all of theIndependent Directors and chaired by Laurence Blackall, was established toconsider any proposals in relation to the potential sale of the Group or theHosting and Network Services Division. Peter Dubens has therefore not takenpart, inter alia, in the sale process within the Company, the decision topropose the Disposal Resolution nor in the recommendation given in relation tothe Disposal Resolution. These matters have been dealt with by the IndependentDirectors. Terms of the Disposal of the Hosting and Network Services Division Under the terms of the Sale Agreement, the Company will dispose of the SaleShares to the Buyer. The Sale Agreement is conditional, inter alia, uponapproval of the Resolutions by Shareholders, Court approval of the CapitalReduction and upon the completion of the procedure set out in sections 155 to158 of the Companies Act 1985 to allow certain of the companies in the Hostingand Network Services Division to give financial assistance in connection withthe Buyer's own debt financing of part of the Consideration (the "Whitewash"). The Disposal is being effected for a total Consideration for £120.0 million (onan Enterprise Value basis) to be satisfied as to £20 million in Loan Notes, theassumption by the Buyer of certain debt/liabilities (currently expected to beapproximately £10 million) and the balance in cash. Following Completion, theconsideration will be adjusted on a pound for pound basis if the net asset valueof the Hosting and Network Services Division as at completion is greater or lessthan the target net asset value by more than £500,000. The Sale Agreementcontains customary warranties and indemnities relating to the Hosting andNetwork Services. The Loan Notes are repayable at par on the earlier to occur of (i) 18 monthsafter issue, (ii) certain events of a change of control of the Issuer or (iii)an initial public offering of the shares of the Issuer or of any holding companyof it. The Issuer may however elect to redeem the Loan Notes at any earlier dateit chooses. Interest is payable by the Issuer to the Company on the principalamount of the Loan Notes at an annual rate of 8.25 per cent. from the date ofissue until the first anniversary of issue and thereafter at a rate of 10.75 percent. Interest is rolled up pending redemption of the relevant Loan Notes and ispayable upon such redemption. The Loan Notes are secured by way of a debentureover all the assets of the Issuer. Pursuant to a subordination deed, the Company's right to repayment of the LoanNotes together with accrued interest ranks ahead of any investor debt due to theIssuer's shareholders pursuant to any investor loan notes issued by the Issueror otherwise. Group strategy Following the completion of the Proposals, the Group will consist of theCompany, which will perform head office functions, and a 52 per cent.shareholding in the Wireless Joint Venture. The Wireless Joint Venture is ajoint venture with Intel Capital which has been established to develop andmarket, to business and residential customers, a range of high speed wirelessbroadband services over licensed radio spectrum, using the WiMAX radio standard. In the future the Group may seek to invest in other wireless and communicationsservices opportunities, both directly and through the Wireless Joint Venture.The Directors believe that the market for wireless services will continue toexpand, as new communications devices are developed to meet the growing customerdemand for high bandwidth applications and for services which do not requirefixed line connections. The Directors believe that the experience and expertiseavailable within the Group and the Wireless Joint Venture should enable it tobuild a successful wireless services business. As a result of the Proposals and the Broadband Disposal, the future level ofcentral costs to be incurred by the Company is expected to be significantlylower than the Group costs incurred during 2007. It is anticipated that the composition of the Board will remain unchanged at,and immediately following, completion of the Proposals. Net cash resources As at 30 June 2007 the Group had cash and cash equivalents of approximately £35million and net indebtedness of £98.2 million. The Broadband Disposal generateda gross cash receipt of £182 million, of which approximately £93.3 million wasutilised in repayment of the outstanding 3.875 per cent. guaranteed convertiblebonds due 2011 issued by the Company's subsidiary, Pipex Finance (Jersey)Limited, and a further £35 million was utilised in repayment of bank borrowings. The Disposal is expected to generate a gross cash receipt at completion of theDisposal in excess of £90 million (plus the Loan Notes). Assuming the Tender Offers are taken up in full, the net cash resources of theCompany are expected to comprise, after Full Completion, approximately, £8million of net cash and approximately £10.6 million held in an escrow account inrespect of the warranties and indemnities given by the Company in respect of theBroadband Disposal. In addition, the Company will have the benefit of the LoanNotes. If the Tender Offers are not taken up in full, then (to the extent that theunutilised purchase monies thereby arising are not fully used in increasing theTender Price above the Minimum Tender Price) the net cash resources available tothe Group will be increased accordingly. It is the Company's intention to distribute to its Shareholders the proceeds ofthe redemption of the Loan Notes, which are to be repaid by the Issuer to theCompany no later than 18 months after the date of their issue. FREEDOM4 JV The Company owns 52 per cent. of the Wireless Joint Venture. The Wireless JointVenture was established with Intel Capital in 2006. The Wireless Joint Ventureowns five radio spectrum licences, and is currently building a WIMAX networkwhich uses licensed spectrum in the 3.6GHz frequency band. During 2007 FREEDOM4 JV completed technical and commercial WiMAX service trialsin Warwick and Milton Keynes, which indicated significant customer interest inhigh-speed wireless broadband services, in both business and consumer markets.Customers valued in particular the ease of network connection and the networkaccess speed provided by the service, and the fact that no fixed land-linesubscription is required to receive the service. Based on the results of thetrials, FREEDOM4 JV has developed a set of targeted customer propositions whichwere launched in Milton Keynes and Manchester in January 2008. FREEDOM4 JV currently plans a targeted roll out of its WiMAX network and serviceofferings, focusing initially on small business customers, with fixed wirelessservices distributed through indirect sales channels, at price pointscompetitive with equivalent fixed line services. The WiMAX network coverage willinitially target areas of concentrated small business demand, mainly in theNorth-West and Milton Keynes. This targeted roll-out plan will enable FREEDOM4JV to refine its service offerings and business model, and optimise capital andoperational efficiency. Conditional on the successful execution of its initial, targeted roll out plans,FREEDOM4 JV then plans to extend its service offerings into the consumer marketusing new direct sales channels, as well as an expanded range of indirectchannel partners. Conditional on obtaining an amendment to the spectrum licenceconditions to permit deployment of nomadic and mobile services, FREEDOM4 JVwould also seek to launch a range of mobile communications services. Under itscurrent business plan, FREEDOM4 JV aims to offer a range of fixed and mobilewireless broadband services in 50 towns and cities by the end of 2010, soldthrough direct and indirect channels into both business and consumer markets. Spectrum licences The Wireless Joint Venture owns five radio spectrum licenses. Licence 267056grants the right to use in perpetuity 84MHz of specified spectrum in the 3.6GHzband, subject to payment of an annual fee of £821,000. The licence is currentlyfor fixed access only, but a licence amendment has been requested to permitdeployment of nomadic and mobile services. The licence provides nationwidecoverage and was modified during 2006 to permit WiMAX radio deployment. Thespectrum in the licensed frequency band has been designated by the EU assuitable for wireless broadband access, and will be effective for provision ofhigh-speed data access. The 84 MHz of capacity will enable high volumes ofcustomers and data traffic to be served. Licence 267056 also grants the right touse 84MHz of radio spectrum in the 4.0GHz frequency band, which is suitable forlong-distance, fixed-link data traffic "back-haul". The licence is owned byFREEDOM4 Access Limited, a wholly owned subsidiary of FREEDOM4 JV. Licences 240558, 240565, 240566 and 307338 grant the rights to use 112 MHz ofspectrum in the 28GHz frequency band. Together these four licences providegeographic coverage of all of Great Britain. This licensed spectrum is suitablefor very high capacity, fixed link data traffic "back-haul". These licencesgrant the right to use the specified spectrum over the defined geographies untilthe end of 2015 (except for licence 307338 which runs until 2023) and are notsubject to annual fee payments. These four licences are owned by a wholly ownedsubsidiary of FREEDOM4 JV. Based on the potential commercial utilisation of the Wireless Joint Venture'slicensed spectrum, the shortage of other suitable high-capacity spectrum in theUK and transactions in a number of other markets involving broadly comparableblocks of spectrum, the Directors believe that the spectrum licences currentlyowned by the Wireless Joint Venture represent an asset of significant potentialvalue for the Group. WiMAX Technology WiMAX is a standards based (IEEE 802.16) wireless access technology whichdelivers an attractive combination of range and access speed and bandwidth. Innormal operating conditions it can deliver speeds of more than 10 Mbits/second,with a range of more than 10.0 kilometres in an outdoor environment, and between0.5 kilometres and 2.0 kilometres when an indoor aerial is deployed. Unlike anumber of other network access technologies currently marketed, WiMAX canprovide symmetrical uplink and downlink speeds, which is increasingly importantas customers' internet use becomes more interactive. Roll out of WiMAX networksand commercial deployment of services across these networks is well advanced ina number of other markets, including the USA. A wide variety of WiMAX terminals,including laptop PCs, USB plug-ins and handsets are currently being developed bymajor vendors such as Intel and Nokia, both of whom have announced plannedlaunches of mass-market WiMAX enabled customer devices during 2008. Financial information and prospects of the Group and the Wireless Joint Venture The Company currently owns 52 per cent. of the issued voting share capital ofFREEDOM4 JV. Under the terms of the shareholder agreement relating to FREEDOM4JV, key business decisions require approval by both the Company and IntelCapital. As a consequence, the Company does not have full management control ofFREEDOM4 JV and therefore accounts for it as a joint venture. The Wireless Joint Venture is an early stage business, with no material revenuesto date. For the year ended 31 December 2007 the Company's share of the WirelessJoint Venture is currently expected to be a loss before tax of £1.8 million. Asat 31 December 2007, the Company's share of the net assets of the Wireless JointVenture was approximately £8.1 million. The last round of investment in FREEDOM4 JV took place in January 2008 when theCompany invested US$7.7 million in cash taking the Company's total cashinvestment in FREEDOM4 JV US$12.7 million. In addition, the Company transferredfour spectrum licences into the joint venture when FREEDOM4 JV was established.The Company has conditionally committed to invest a further US$7.7 million incash in FREEDOM4 JV and the Directors currently expect this investment to takeplace early in the second quarter of 2008. The Company has additionallycommitted to invest a further US$6.6 million in cash in FREEDOM4 JV as and whenthe financial needs of FREEDOM4 JV require it. The Company's long-term fundingfor the Wireless Joint Venture will be dependant on the successfulimplementation of the first phase of FREEDOM4 JV's network and servicesroll-out. The Board believes that following the completion of the Proposals the workingcapital available to the Group will be sufficient for its present requirements,that is for at least 12 months from completion of the Proposals. General Meeting The implementation of the Disposal and the Tender Offers require the approval ofShareholders at the General Meeting, which is convened for 9.00 am on 1 April2008, at the offices of SJ Berwin, 10 Queen Street Place, London, EC4R 1RE. Recommendation The Independent Directors believe that the Disposal is, and the Directorsbelieve that the Tender Offers and the purchase by the Company from CollinsStewart of the tendered Ordinary Shares for cancellation are, in the bestinterests of the Company and Shareholders as a whole. The Directors furtherbelieve that the Tender Offers offer Shareholders a good opportunity potentiallyto realise part or, in the case of holders of Option Shares and Warrant Shares,potentially all of their investment in the Company. The Independent Directors unanimously recommend Shareholders to vote in favourof the Disposal Resolution, as they have undertaken to do in respect ofshareholdings of their own or which they are interested, totaling 397,855Ordinary Shares (representing approximately 0.02 per cent. of the ExistingOrdinary Shares). Furthermore, the Board unanimously recommends Shareholders to vote in favour ofResolution 2 to grant authority to the Company to effect market purchases ofOrdinary Shares for purposes of the Tender Offers, as they have undertaken to doin respect of shareholdings of their own or which they are interested, totaling139,286,744 Ordinary Shares (representing approximately 5.78 per cent. of theExisting Ordinary Shares). The Board is making no recommendation to Option Holders or Warrant Holders inrelation to exercise of their Options or Warrants. Neither is the Board makingany recommendation to Qualifying Shareholders in relation to participation inthe Tender Offers. Whether or not Option Holders or Warrant Holders decide toexercise their Options or Warrants and whether or not and how QualifyingShareholders decide to tender their Ordinary Shares will depend, amongst otherthings, on their view of the Company's prospects and their own individualcircumstances, including their tax position. Option Holders, Warrant Holders andQualifying Shareholders are recommended to consult a duly authorised independentfinancial adviser and make their own decision." EXPECTED TIMETABLE 2008 Opening of Tender Offers 15 March Date for the Court hearing of the petition to confirm theCapital Reduction 19 March Date on which Capital Reduction becomes effective 20 March Latest time and date for receipt of Forms of Proxy forthe General Meeting 9.00 a.m. on 30 March General Meeting 9.00 a.m. on 1 April Completion of Disposal 2 April Latest time and date for receipt by the Company of Forms ofInstructions and Tender Forms from Warrant Holders andfrom Option Holders and the time relevant Warrants andOptions are deemed to be exercised 1.00 p.m. on 2 April Warrant Shares allotted to exercising Warrant Holders and between 1.00 p.m. andOption Shares allotted to exercising Option Holders 4.00 p.m. on 2 April Admission of Warrant Shares and Option Shares 8.00 a.m. on 3 April Latest time and date for receipt of Tender Forms andTTE instructions in relation to Tender Offers 1.00 p.m. on 3 April Record Date for Tender Offers 5.00 p.m. on 3 April Announcement of take-up level under the Tender Offers,the amount of the Tender Price and related details 4 April Last time and date for exercise by Collins Stewart of Call Options 4.00 p.m. on 11 April Announcement as to whether Call Options exercised 11 April Despatch of cheques and payments made throughCREST for consideration due under Tender Offers by 18 April Balance share certificates despatched in respect of anyUnsold certificated Ordinary Shares and CREST accountscredited in respect of any unsold uncertificated Ordinary Shares by 18 April The Tender Offers will only proceed if the Conditions relating to the TenderOffers are satisfied. The Conditions include completion of the Disposal. TheDisposal is itself subject to the satisfaction or waiver of a number ofconditions, not all of which are the same as the Conditions. These conditionsto the Disposal include the Whitewash. Any delay in satisfaction or waiver ofany of the Conditions could result in First Completion being delayed beyond 5April 2008 and/or in the Tender Offers lapsing. --Ends-- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Oakley