31st Jul 2006 15:02
Not For Release, Publication Or Distribution, in Whole or in Part, in or IntoCanada, Australia or Japan Recommended Offer by Mail Acquisitions Limited for DX Services plc Possible Reduction of Minimum Acceptance Condition Mail Acquisitions Limited ("MAL") announces, to comply with US regulatoryrequirements, that it may reduce the minimum acceptance condition (described infurther detail below) applicable to its offer to acquire the entire issued andto be issued share capital of DX Services plc ("DXServices") (the "RecommendedOffer") from 90 per cent. to such lower level as it determines, provided thatMAL and/or any of its wholly-owned subsidiaries shall have acquired or agreedto acquire, whether pursuant to the Recommended Offer or otherwise, DX Sharescarrying in aggregate more than 50 per cent. of the voting rights then normallyexercisable at general meetings of DX Services. Such reduction may be made onor after 8 August 2006. MAL's ability to reduce the minimum acceptancecondition is subject to the consent of Bank of Scotland Corporate under thefinancing arrangements which MAL has entered into with the bank in relation tothe Offer.The Recommended Offer is currently conditional upon, amongst other things,valid acceptances being received (and not, where permitted, withdrawn) by 1.00p.m. (London time) on 8 August 2006 (or such later time and/or date as MAL may,subject to the rules of the United Kingdom City Code on Takeovers and Mergers(the "City Code"), decide) in respect of not less than 90 per cent. in nominalvalue of the DX Shares to which the Recommended Offer relates, or such lowerpercentage as MAL may decide, provided that such condition (the "AcceptanceCondition") shall not be satisfied unless MAL shall have acquired or agreed toacquire, whether pursuant to the Recommended Offer or otherwise, DX Sharescarrying in aggregate more than 50 per cent. of the voting rights then normallyexercisable at general meetings of DX Services and provided further that theAcceptance Condition shall be capable of being satisfied only at a time, priorto the final day upon which the Recommended Offer can become or is declaredunconditional as to acceptances, when all other conditions to the RecommendedOffer have been satisfied, fulfilled or waived (unless MAL otherwisedetermines).Under the City Code, MAL is not required to declare its intentions to reducethe Acceptance Condition unless and until it has reduced such condition, andmay, therefore, reduce the Acceptance Condition without further notice.The Recommended Offer will remain open for acceptance until 1.00pm (Londontime) on 8 August 2006 (or such later time and/or date as MAL may, subject tothe rules of the City Code, decide).Unless otherwise defined in this announcement, capitalised words and phrasesused in this announcement shall have the same meanings given to them in theOffer Document dated 10 July 2006 (the "Offer Document").PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for MAL and Candover Partners Limited and for no one elsein relation to the Recommended Offer and will not be responsible to anyoneother than MAL and Candover Partners Limited for providing the protectionsafforded to clients of PricewaterhouseCoopers LLP, or for giving advice inrelation to the Recommended Offer or any matter referred to herein.Lazard, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for investment business activities, is actingexclusively as financial adviser to Candover Partners Limited and no one elsein connection with the Recommended Offer and will not be responsible to anyoneother than Candover Partners Limited for providing the protections afforded toclients of Lazard or for providing advice in relation to the Recommended Offeror any other matters referred to herein.This announcement does not constitute or form part of any offer or invitationto sell or purchase any securities or solicitation of an offer to buy anysecurities pursuant to the offers or otherwise. The Recommended Offer is madesolely by the Offer Document, which contains the full terms and conditions ofthe Recommended Offer, including details of how the Recommended Offer may beaccepted.Unless otherwise determined by MAL, the Recommended Offer is not being, andwill not be, made, directly or indirectly, in or into or by the use of themails of, or by any other means (including, without limitation, electronicmail, facsimile transmission, telex, telephone, internet or other forms ofelectronic communication) of interstate or foreign commerce of, or any facilityof a national securities exchange of Canada, Australia or Japan or anyjurisdiction where to do so would violate the laws of that jurisdiction andwill not be capable of acceptance by any such use, means or facility or fromwithin Canada, Australia or Japan or any such jurisdiction. Accordingly, unlessotherwise determined by MAL, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from Canada, Australia or Japan orany such jurisdiction and persons receiving this announcement (including,without limitation, custodians, nominees and trustees) must not mail orotherwise distribute or send it in, into or from such jurisdiction, as doing somay invalidate any purported acceptance of the Recommended Offer. Any person(including, without limitation, any custodian, nominee and trustee) who would,or otherwise intends to, or who may have a contractual or legal obligation to,forward this announcement and/or the Offer Document and/or any other relateddocument to any jurisdiction outside the United Kingdom and the United Statesshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction.US holders of DX Shares should be aware that (i) the Recommended Offer is forthe securities of a corporation organised under the laws of England and issubject to the procedure and disclosure requirements of England, including withrespect to financial reporting, withdrawal rights, offer timetable, settlementprocedures and timing of payments that are different from those applicableunder US domestic tender offer procedures and law; (ii) MAL and DX Services arelocated outside of the United States, some or all of their officers anddirectors may be resident outside of the United States and, accordingly, it maynot be possible to sue such entities, their officers or directors in a non-UScourt for violations of the US securities laws, and it may be difficult tocompel them to subject themselves to a US court's judgment; and (iii) MAL andits members or their respective nominees, or brokers (acting as agents) mayfrom time to time make certain purchases of, or arrangements to purchase, DXServices securities other than pursuant to the Recommended Offer, such as inopen market or privately negotiated purchases outside the United States duringthe period in which the Recommended Offer remains open for acceptance.Information about such purchases will be disclosed as required in the UK andwill be available from the Regulatory News Service on the London Stock Exchangewebsite, www.londonstockexchange.com. This information will also be publiclydisclosed in the United States to the extent that such information is madepublic in the United Kingdom.ENDCANDOVER INVESTMENTS PLCRelated Shares:
CDI.L