20th May 2005 08:45
Fenner PLC20 May 2005 Fenner PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITEDSTATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA FOR IMMEDIATE RELEASE FENNER PLC ("FENNER") RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC ("WELLINGTON") OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS The Board of Fenner announces that all conditions of the offer to acquire theentire issued and to be issued ordinary share capital of Wellington have nowbeen satisfied or waived and the Offer has become unconditional in all respects. The Offer will remain open for acceptance until 30 June 2005. WellingtonShareholders who wish to accept the Offer and have not yet done so shoulddespatch their Forms of Acceptance or follow the procedure for electronicacceptance described in the Offer Document (as applicable) as soon as possible. Having received valid acceptances of the Offer in respect of over 90 per cent invalue of the Wellington Shares to which the Offer relates, Fenner will today begiving notice to those Wellington Shareholders who have not accepted the Offerinforming them that it will compulsorily acquire their Wellington Shares byapplying sections 428 to 430F of the Companies Act 1985. Wellington Shareholders should note that application is to be made for thecancellation of listing of Wellington Shares on the Official List andcancellation of the trading of Wellington Shares on the London Stock Exchange'smarket for listed securities with effect from Monday 20 June 2005 and the noticeperiod for such cancellation has now commenced. Settlement of the cash consideration due under the Offer in respect of validacceptances which have been received and are valid and complete in all respectswill be despatched on or before 3 June 2005 and the New Fenner Shares to beissued as consideration under the Offer were issued with effect from Admission,which occurred earlier today. Settlement of the consideration in respect offurther acceptances which are valid and complete in all respects will bedespatched within 14 days of receipt. In addition, on 19 April 2005, Fenner announced details of a fully underwrittenPlacing and Open Offer of 46,611,102 new Ordinary Shares at 127 pence per shareto raise approximately £54.1 million (net of expenses of the Acquisition and thePlacing and Open Offer). Following Admission, which occurred earlier today, thePlacing and Open Offer has become unconditional in all respects. Terms defined in the Offer Document have the same meaning in this announcement. Fenner PLCMark Abrahams, Chief Executive Tel: 01482 626500Richard Perry, Group Finance Director NM Rothschild & Sons Limited(Financial Adviser and Sponsor to Fenner)James Fenwick / Stephen Moore Tel: 0113 200 1900 Collins Stewart Limited(Corporate Broker to Fenner)Chris Wells / Mark Connelly Tel: 020 7523 8350 Weber Shandwick Square MileNick Oborne Tel: 020 7067 0700 NM Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for FennerPLC in connection with the Placing and Open Offer and Acquisition and no oneelse and will not be responsible to anyone other than Fenner PLC for providingthe protections afforded to clients of NM Rothschild & Sons Limited nor forproviding advice in relation to the Placing and Open Offer and Acquisition, thecontents of this announcement, or any other matters referred to herein. Collins Stewart Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Fenner PLC inconnection with the Placing and Open Offer. Collins Stewart Limited is alsocorporate broker to Wellington Holdings plc. Collins Stewart Limited will not beresponsible to anyone other than Fenner PLC for providing the protectionsoffered to clients of Collins Stewart Limited nor for providing advice inrelation to the Offer and the Placing and Open Offer, the contents of thisannouncement, or any other matters referred to herein. Neither the Offer nor the Open Offer is being made, directly or indirectly, inor into, or by the use of the mails, or by any means or instrumentality(including, without limitation, facsimile transmission, internet, email, telexor telephone) of interstate or foreign commerce, or of any facility of anational securities exchange, of the United States, Canada, Australia, Japan,the Republic of Ireland or South Africa and neither can, subject to certainexceptions, be accepted by any such use, means instrumentality or facility orfrom within the United States, Canada, Australia, Japan, the Republic of Irelandor South Africa. Neither the Offer nor the Open Offer constitutes an offer of securities forsale, or the solicitation of an offer to buy securities in the United States andthe new Fenner Shares to be issued pursuant to the Offer and the Open Offer havenot been and will not be registered under the Securities Act, or under the lawsof any state, district or other jurisdiction of the United States or of Canada,Australia, Japan, the Republic of Ireland or South Africa and no regulatoryclearances in respect of new Fenner Shares have been or will be, applied for inany jurisdiction. Accordingly, unless an exemption under the Securities Act orother relevant securities laws is applicable, the new Fenner Shares are notbeing, and may not be offered, sold, resold, delivered or distributed, directlyor indirectly, in or into the United States or Canada, Australia, Japan, theRepublic of Ireland or South Africa or to, or for the account or benefit of, anyUS person or person resident in Canada, Australia, Japan, the Republic ofIreland or South Africa. This press announcement has been issued by Fenner and is the sole responsibilityof Fenner. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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