28th Feb 2006 16:45
MOP Acquisitions (LAF) Limited28 February 2006 28 February 2006 For immediate release Not for release, publication or distribution into Canada, Australia, Japan orthe United States Recommended Cash Offer by MOP Acquisitions (CS) Limited ("the Offeror"), a subsidiary of MOP Acquisitions (LAF) Limited for Crown Sports plc ("Crown Sports") Offer declared wholly unconditional On 17 February 2006, the Offeror announced a recommended cash offer (the"Offer") for the entire issued and to be issued share capital of Crown Sports.The Offer Document containing the Offer was posted to shareholders on the 18February 2006. In the Offer Document it was stated that the directors of the Offeror intendedto declare the Offer wholly unconditional once the Receiving Agent has confirmedto the Offeror in accordance with Rule 10 of the Code that valid acceptanceshave been received in respect of 90 per cent. of the nominal value of CrownSports Shares to which the Offer relates, as that term is construed in condition1 of Part A of Appendix I to the Offer Document. It was also stated in the OfferDocument that the Offeror had received undertakings to accept the Offer inrespect of, in aggregate, 264,273,623 Crown Sports Shares representingapproximately 90.9 per cent. of Crown Sports' issued ordinary share capital. Thedirectors of the Offeror are pleased to announce that, as at 2:00 p.m. (Londontime) on 28 February 2006, valid acceptances of the Offer had been received inrespect of 262,223,865 of these Crown Sports Shares and that valid acceptancesin relation to a total of 263,494,533 Crown Sports Shares had been received,representing 90.6 per cent. of Crown Sports' issued ordinary share capital and90.3 per cent. of the Crown Sports Shares to which the Offer relates. As aresult, the Offeror announces that the Offer has become unconditional as toacceptances and that all conditions of the Offer have now been satisfied orwaived. Accordingly, the Offer is now declared unconditional in all respects andwill remain open for acceptance until 25 March 2006. However, the Offer stillremains subject to the terms set out in the Offer Document. As stated in the press announcement dated 17 February 2006 and the OfferDocument, the Offeror intends to procure the making of an application by CrownSports to the London Stock Exchange for the admission of the Crown Sports Sharestrading on AIM to be cancelled. It is anticipated that the cancellation oftrading will take effect at 8.00 am (London time) on 29 March 2006, after twentybusiness days notice following the date of this announcement. In addition, as stated in the announcement dated 17 February 2006 and the OfferDocument, the Offeror will now seek to exercise its rights pursuant to theprovisions of sections 428 to 430F (inclusive) of the Companies Act 1985 toacquire compulsorily the remaining Crown Sports Shares to which the Offerrelates. Those Crown Sports Shareholders who validly accepted the Offer on or before 11March 2006 will be sent the offer consideration by first class post on or before25 March 2006. Consideration in respect of valid acceptances received following11 March will be despatched to accepting Crown Sports Shareholders within 14days of such receipt. Crown Sports Shareholders who have not yet accepted the Offer are urged tocomplete, sign and return the relevant Form(s) of Acceptance (whether or nottheir Crown Sports are in CREST) as soon as possible to be received by post orby hand by 25 March 2006. If you have lost your Form(s) of Acceptance or haveany other queries in connection with the Offer, you should contact ShareRegistrars Limited at Craven House, West Street, Farnham, Surrey GU9 7EN or byphone on 01252 821390. ENQUIRIES MidOcean Crown SportsChristian Purslow 020 7201 4321 Ray Pierce 07976 282820Tracey Wells 020 7201 4310 Chairman LA FitnessFred Turok 020 7366 8012CEO LA Fitness PricewaterhouseCoopers LLP 020 7212 4118 McQueen 020 7667 6861(Financial Adviser to the Offeror) (Financial Adviser to Crown Sports)Simon Boadle Luke Withnell Anne-Marie HarrisCollege Hill 020 7457 2020(PR Adviser to LA Fitness)Matthew SmallwoodTom Baldock Terms used in this announcement shall have the same meaning given to them in theannouncement dated 17 February 2006. This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. The Offer will be made solely by the OfferDocument and the Form of Acceptance, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. PricewaterhouseCoopers LLP which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for the Offeror and MOP Acquisitions (LAF) Limited andno-one else in connection with the Offer and will not be responsible to anyother person for providing the protections afforded to clients ofPricewaterhouseCoopers LLP or for providing advice in relation to the Offer orto any other matter referred to in this document. This document has been issued by MOP Acquisitions (CS) Limited and has beenapproved as a financial promotion for the purposes of section 21 of theFinancial Services and Markets Act 2000 by the UK firm of PricewaterhouseCoopersLLP, 1 Embankment Place London WC2N 6RH. Although PricewaterhouseCoopers LLP hasapproved this document as a financial promotion, it is not by doing so providingany investment advice and it has no responsibility in respect of any decisionsor investments you make. McQueen, which is authorised and regulated in the United Kingdom for the conductof investment business by the Financial Services Authority, is actingexclusively for Crown Sports in connection with the Offer and no-one else andwill not be responsible to anyone other than Crown Sports for providing theprotections afforded to customers of McQueen, nor for providing advice inrelation to the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CSP.L