12th May 2005 07:00
Fenner PLC12 May 2005 12 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 AS TO ACCEPTANCES AND RESULTS OF PLACING AND OPEN OFFER On 19 April 2005, Fenner announced details of a recommended offer for Wellington(the "Offer"). By 1.00 p.m. (London time) on 11 May 2005, Fenner had receivedvalid acceptances of the Offer (including acceptances in respect of irrevocableundertakings to Fenner to accept the Offer) from the holders of 22,900,859Wellington Shares (representing approximately 95.97 per cent. of the existingissued share capital of Wellington). Accordingly, the Offer condition inrelation to valid acceptances of the Offer being received (in respect of notless than 90 per cent of the Wellington Shares to which the Offer relates) hasbeen satisfied and the Offer has been declared unconditional as to acceptancesand will remain open for acceptance until further notice. 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. The Offer remains conditional on the approval of Fenner Shareholders at theExtraordinary General Meeting to be held on 13 May 2005 and Admission (which isexpected to occur at 8.00 a.m. on the fifth dealing day following the day onwhich the Offer becomes or is declared unconditional in all respects, except tothe extent relating to Admission). Prior to the commencement of the Offer period on 14 March 2005, save asdisclosed in the offer document dated 19 April 2005, neither Fenner nor anyperson acting or deemed to be acting in concert with it owned any WellingtonShares (or rights over such shares) nor since that date (other than disclosedabove) has Fenner or any person acting in concert with it acquired or agreed toacquire any Wellington Shares (or rights over such shares). 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). The Open Offer has now closed in accordance with itsterms. Of the 46,611,102 Open Offer Shares, entitlements to 349,352 Open Offer Sharesthat certain of the Directors irrevocably undertook not to take up wereconditionally placed firm with institutional and other investors by CollinsStewart. Of the remaining 46,261,750 Open Offer Shares available for take upunder the Open Offer, valid applications have been received for 7,169,907 OpenOffer Shares (including applications from certain of the Directors for, inaggregate, 35,436 Open Offer Shares in respect of their entitlements which theyirrevocably undertook to take up), representing approximately 15.38 per cent. ofthe Open Offer Shares offered under the Open Offer and 15.50 per cent. of the46,261,750 Open Offer Shares available for take up under the Open Offer. ThoseOpen Offer Shares available for take up under the Open Offer which have not beentaken up, being 39,091,843 Open Offer Shares (including fractional entitlementsto Open Offer Shares) will be subscribed for by institutional and otherinvestors pursuant to the Placing. The Placing and Open Offer are conditional on the Offer becoming unconditionalin all respects, the approval of Fenner Shareholders at the ExtraordinaryGeneral Meeting to be held on 13 May 2005 and Admission (which is expected tooccur at 8.00 a.m. on the fifth dealing day following the day on which the Offerbecomes or is declared unconditional in all respects, except to the extentrelating to Admission). Terms defined in the offer document dated 19 April 2005 relating to the Offerbear the same meanings when used 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 This announcement has been approved for the purposes of Section 21 of theFinancial Services and Markets Act 2000 by NM Rothschild & Sons Limited. NMRothschild & 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, theRepublic 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 PLC and is the soleresponsibility of Fenner PLC. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fenner PLC