25th Jul 2007 07:00
Spring Group PLC25 July 2007 Spring Group plc 25 July 2007 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO AUSTRALIA, CANADA ORJAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Recommended Cash Offer by Spring (Corporate) Limited (a wholly owned subsidiary of Spring Group plc) for the entire issued and to be issued share capital of Glotel plc ('Glotel') Offer unconditional in all respects On 3 July 2007, Spring (Corporate) Limited posted an offer document (the 'OfferDocument') to Glotel Shareholders in respect of the offer of 70 pence in cashfor each Glotel Share (the 'Offer'), which is being made by Spring (Corporate)Limited. Spring (Corporate) Limited is a wholly owned subsidiary of Spring Groupplc ('Spring'), newly established for the purpose of making the Offer. As at 1.00 p.m. (London time) on 24 July 2007, being the first closing date ofthe Offer (the 'First Closing Date'), Spring (Corporate) Limited had receivedvalid acceptances of the Offer in respect of 35,278,534 Glotel Shares,representing approximately 90.8 per cent. of the existing issued ordinary sharecapital of Glotel. This includes acceptances in respect of 23,433,627 GlotelShares (representing approximately 60.3 per cent. of the existing issuedordinary share capital of Glotel), which were received pursuant to irrevocableundertakings and letters of intent provided by the Glotel Directors and otherGlotel Shareholders. The Board of Spring is now pleased to announce that all of the conditions of theOffer have been either satisfied or waived and that the Offer is hereby declaredunconditional in all respects. Save as disclosed above, neither Spring (Corporate) Limited nor Spring nor anyperson acting, or deemed to be acting, in concert with Spring (Corporate)Limited or Spring holds any Glotel Shares (or rights over Glotel Shares) norhave they acquired or agreed to acquire any Glotel shares (or rights over GlotelShares) since the commencement of the Offer Period. The Board of Spring also announces that the Offer has been extended and willremain open for acceptance until further notice. Glotel Shareholders who wish to accept the Offer, and who have not yet done so,should act in accordance with the instructions set out in the Offer Documentdated 3 July 2007 and (in respect of Glotel Shares held in certificated form)the Form of Acceptance as soon as possible. Further copies of the Offer Documentand Forms of Acceptance are available to Glotel Shareholders who are entitled toreceive these documents by calling Capita Registrars on 0870 162 3121 (or, fromoutside the United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m.(London time), Monday to Friday (excluding UK public holidays). Settlement will be effected on or before 7 August 2007 to such GlotelShareholders who validly accepted the Offer prior to the First Closing Date.Settlement for Glotel Shareholders who validly accept the Offer from the FirstClosing Date onwards will be effected within 14 calendar days of receipt oftheir valid acceptance. Having now received sufficient valid acceptances of the Offer, Spring(Corporate) Limited confirms that it intends to exercise its rights pursuant tothe provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquirecompulsorily the remaining Glotel Shares on the same terms as the Offer.Accordingly, Spring (Corporate) Limited will be posting in due course formalnotices under section 979 of the Act to Glotel Shareholders who have notaccepted the Offer by that time. Notice of Cancellation of Admission to Trading By virtue of the level of acceptances of the Offer, Spring (Corporate) Limitedhas acquired or agreed to acquire issued share capital carrying more than 75 percent. of the voting rights of Glotel. As a result, Spring (Corporate) Limitedalso confirms that it intends, as soon as practicable, and in accordance withthe terms of the Offer Document, to procure the making of an application byGlotel to the UKLA for the cancellation of the listing of Glotel Shares on theOfficial List and to the London Stock Exchange for the cancellation of theadmission to trading of Glotel Shares on the London Stock Exchange's market forlisted securities. If this cancellation occurs, it will significantly reduce theliquidity and marketability of Glotel Shares not assented to the Offer. It isanticipated that the cancellation of the listing of Glotel Shares on theOfficial List and the cancellation of the admission to trading of Glotel Shareson the London Stock Exchange will take effect not earlier than 22 August 2007,being 20 business days following the date of this announcement. Following this,it is also intended that Glotel will be re-registered as a private company underthe relevant provisions of the Act. Certain terms used in this announcement are defined in the Offer Document dated3 July 2007. Enquiries: SpringAmir Eilon (Chairman) Tel: +44 (0)20 7300 9000Peter Searle (Chief Executive Officer)Peter Darraugh (Finance Director) Altium (Financial Adviser and Broker to Spring)Ben Thorne Tel: +44 (0)20 7484 4040Sam Fuller Financial Dynamics (Public Relations adviser to Spring)Ben Atwell Tel: +44 (0)20 7831 3113John Gilbert Altium, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting exclusively for Spring and no one else inconnection with the Offer and will not be responsible to anyone other thanSpring for providing the protections afforded to clients of Altium nor forproviding advice in relation to the Offer, the content of this announcement orany other matter or arrangement referred to herein. The Directors of Spring accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the Spring Board(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they accept responsibilityis in accordance with the facts and does not omit anything likely to affect theimport of such information. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE ORAPPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OFTHE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OFTHE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT. The availability of the Offer to Glotel Shareholders who are citizens orresidents of jurisdictions outside the United Kingdom may be affected by thelaws of their relevant jurisdiction. Such persons should inform themselves of,and observe, any applicable legal or regulatory requirements of theirjurisdiction. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Any acceptance or other response to the Offer should be made only on the basisof information referred to in the Offer Document. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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