20th May 2005 07:00
Wolverhampton& Dudley Breweries PLC20 May 2005 20 May 2005 for immediate release OFFERS UPDATE Not for release, publication or distribution in whole or in part in or into Canada, Australia or Japan Recommended cash offers by The Wolverhampton & Dudley Breweries, PLC ("W&DB") and (outside the United States) by PricewaterhouseCoopers LLP on its behalf for Jennings Brothers plc ("Jennings") OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS On 28 April 2005, W&DB made offers for the entire issued and to be issuedordinary share capital (the Ordinary Offer) of Jennings and the entire issuedand to be issued preference share capital of Jennings (the Preference Offer,together with the Ordinary Offer, the Offers) as set out in the offer documentof that date (the Offer Document). W&DB now announces that all of the conditions of the Ordinary Offer have nowbeen satisfied or waived and the Ordinary Offer is now declared unconditional inall respects. The condition to the Preference Offer has also now been satisfied and thePreference Offer is also now declared unconditional in all respects. W&DB announces that, as at 3.00 p.m. on 19 May 2005, being the first closingdate for the Offers for Jennings as set out in the Offer Document, validacceptances had been received in respect of a total of 8,098,738 JenningsOrdinary Shares, representing approximately 76.01 per cent. of the issuedordinary share capital of Jennings and 34,369 Jennings Preference Shares,representing approximately 68.74 per cent. of the issued preference sharecapital of Jennings. Of the acceptances of the Ordinary Offer, W&DB has receivedvalid elections for the Loan Note Alternative to receive Loan Notes in respectof 330,802 Jennings Ordinary Shares, representing approximately 3.10 per cent.of the existing issued ordinary share capital of Jennings. In addition, since 28 April 2005, W&DB has acquired 676,697 Jennings OrdinaryShares in the market, which (together with the 10,000 Jennings Ordinary Sharesalready held by a subsidiary of W&DB) represent approximately 6.45 per cent. ofthe existing issued share capital of Jennings. Therefore, W&DB has acquired, or received valid acceptances of the OrdinaryOffer in respect of, in aggregate, 8,785,435 Jennings Ordinary Shares,representing approximately 82.46 per cent. of the existing issued ordinary sharecapital of Jennings. In addition, W&DB is awaiting delivery of a further 1,618Jennings Ordinary Shares which W&DB contracted to purchase on 12 May 2005. As at 27 April 2005, the date of announcement of the Offers, W&DB had receivedirrevocable undertakings to accept (or procure the acceptance of) the OrdinaryOffer (including from the directors of Jennings) in respect of 2,860,499Jennings Ordinary Shares, representing approximately 26.85 per cent of theexisting issued ordinary share capital of Jennings, and 3,014 JenningsPreference Shares, representing approximately 6.03 per cent. of the existingissued preference share capital of Jennings. These undertakings include undertakings from a former concert party of W&DB,Frederic Robinson Limited, given on 8 April 2005 (before the start of the offerperiod which commenced on 11 April 2005) as announced on 11 April 2005, inrespect of 2,555,059 Jennings Ordinary Shares. Valid acceptances have been received in respect of 2,853,999 Jennings OrdinaryShares and 2,764 Jennings Preference Shares that were subject to theseirrevocable undertakings, all of which are included in the totals of validacceptances referred to above. Burtonwood Group Limited, a member of the W&DB Group, holds 10,000 JenningsOrdinary Shares, representing 0.09 per cent. of Jennings' existing issuedordinary share capital, which were held before the start of the offer period. The Offers will remain open for acceptance until further notice, except that theLoan Note Alternative will close at 3.00 p.m. on 30 June 2005. Jennings shareholders who wish to accept the Offers and who have not alreadydone so should: (i) in respect of certificated Jennings Shares, complete the relevantForm(s) of Acceptance in accordance with the instructions printed on it/them andreturn it/them together with their share certificates and/or other document(s)of title to the Receiving Agent at Lloyds TSB Registrars, The Causeway,Worthing, West Sussex BN99 6DA by post or (during normal business hours) byhand, or, during normal business hours, by hand only at Lloyds TSB Registrars,Princess House, 1 Suffolk Lane, London EC4R 0AX as soon as possible; and (ii) in respect of uncertificated Jennings Ordinary Shares, acceptelectronically through CREST in accordance with the instructions set out in theOffer Document as soon as possible. The consideration due to accepting Jennings Shareholders will be despatchedeither on or before 3 June 2005 in respect of acceptances complete in allrespects and delivered by 20 May 2005, or within 14 days of the date of receiptof further acceptances which are valid and complete in all respects. As stated in the Offer Document, as and when W&DB has received valid acceptancesunder either of the Offers in respect of, and/or otherwise acquired, 90 percent. or more of the Jennings Shares to which that Offer relates, W&DB will seekto exercise its rights pursuant to the provisions of sections 428 to 430F(inclusive) of the Companies Act 1985 to acquire compulsorily the remainingJennings Shares to which that Offer relates. In addition, W&DB intends to procure that Jennings will apply to the LondonStock Exchange for the admission of the Jennings Ordinary Shares to AIM to becancelled. It is anticipated that such cancellation will take effect no earlierthan 20 June 2005 which is 20 business days from the date of this announcement. Save as disclosed above, neither W&DB nor any person acting, or deemed to beacting, in concert with W&DB held any Jennings Shares or rights over JenningsShares immediately before the start of the offer period on 11 April 2005 or hasacquired or agreed to acquire any Jennings Shares since that date. Terms defined in the Offer Document have the same meaning in this announcement. Press Enquiries W&DB 01902 329 516Ralph Findlay, Chief ExecutivePaul Inglett, Finance Director PricewaterhouseCoopers Corporate Finance(Financial adviser to W&DB)Sean Williams 020 7583 5000Colin Gillespie 0161 245 2000 McQueen Limited 020 7667 6861(Debt adviser to W&DB)Jim Fallon Hoare Govett 020 7678 8000(Corporate broker to W&DB)Christopher ZealAlex Carter gcg hudson sandler 020 7796 4133(PR adviser to W&DB)Andrew HayesNick Lyon The Offers, including the Loan Note Alternative, are not being made, directly orindirectly, in or into, and are not capable of acceptance in or from, Canada,Australia or Japan. Custodians, nominees and trustees should observe theserestrictions and should not send or distribute documents in, into or fromCanada, Australia or Japan. The Loan Notes to be issued in connection with the Ordinary Offer have not been,and will not be, registered under or offered in compliance with applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan and the relevant clearances have not been, and will not be,obtained from the securities commission of any province of Canada, and noprospectus has been lodged with, or registered by, the Australian Securities andInvestments Commission or the Japanese Ministry of Finance. Accordingly, theLoan Notes may not (unless an exemption under the relevant securities laws isapplicable) be offered, sold, resold, delivered or transferred, directly orindirectly, in, into or from Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws of,or require registration thereof in, such jurisdiction or to, or for the accountor benefit of, a person located or resident in Canada, Australia or Japan. The Loan Notes to be issued in connection with the Ordinary Offer have not been,and will not be, registered under the US Securities Act or under the securitieslaws of any jurisdiction of the United States. The Loan Notes are to be issuedsolely to offer tax advantages not available in the United States. Accordingly,the Loan Notes may not be offered, sold, resold, delivered or transferred,directly or indirectly, in, into or from the United States (or to personsresident in the United States). Neither the SEC nor any US state securitiescommission has approved or disapproved of the Loan Notes, or determined whetherthis announcement is accurate or complete. Any representation to the contrary isa criminal offence. The Loan Notes will not be listed on any stock exchange. PricewaterhouseCoopers LLP, which is regulated by the Financial ServicesAuthority, is acting exclusively for W&DB and no-one else in connection with theOffers and will not be responsible to anyone other than W&DB for providing theprotections afforded to clients of PricewaterhouseCoopers LLP nor for providingadvice in relation to the Offers or in relation to the content of thisannouncement. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities pursuant to theOffers or otherwise. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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