22nd Aug 2007 07:01
Freeport PLC22 August 2007 Freeport plc RECOMMENDED CASH OFFER of 410.0 pence in cash for each Freeport plc share Statement by the Company regarding acceptances In relation to the recommended cash offer made by CEREP Investment I Sarl("CEREP") for Freeport plc ("Freeport" or the "Company") on 10 August 2007 (the"Offer"), the Freeport board are pleased to announce that the shareholders whohad previously given irrevocable undertakings to CEREP to accept the Offer,which undertakings had lapsed, have informed the Company that they have acceptedthe offer. These shareholders have accepted the offer in respect of the following number ofordinary shares: Laxey Partners Limited 11,263,494Guinness Peat Group plc 7,580,751Schroder Investment Management Limited 1,252,736 In addition, the Directors of Freeport have informed the Company that they haveaccepted the Offer in respect of their shares, being in aggregate 294,893ordinary shares. Accordingly, the Company has received confirmation ofacceptances in respect of a total of 20,391,874 Freeport shares representing53.9 per cent. of the issued share capital of Freeport. Shareholders should note that the closing date for the Offer is 3.00 p.m. on 31August 2007 and, accordingly, they should, as soon as possible, submit theirForms of Acceptance. CEREP has not indicated any intention to extend the Offerbeyond this closing date and will be permitted to lapse the Offer unless it hasreceived valid acceptances representing 90 per cent. or more of the issued sharecapital of Freeport by that date. The Freeport Board, which has been so advised by HSBC, considers the terms ofthe Offer to be fair and reasonable. In providing advice to the Freeport Board,HSBC has taken into account the commercial assessment of the Freeport Directors.Accordingly, the Freeport Directors unanimously recommend Freeport Shareholdersto accept the Offer without delay and in any event before 31 August 2007. ENQUIRIES HSBC Bank plc (financial adviser and corporate broker to Freeport)Neil Goldie-Scot Tel: +44 (0)20 7992 2452John Mellett Tel: +44 (0)20 7992 2303 Brunswick Group (PR adviser to Freeport)Jonathan Glass Tel: +44 (0)20 7404 5959 This announcement is not intended to and does not constitute, or form part of,any offer or invitation to purchase any securities or the solicitation of anyvote or approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer is made solely by means of theOffer Document and the Form of Acceptance accompanying the Offer Document, whichcontains the full terms and conditions of the Offer including details of how itmay be accepted. HSBC, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Freeport and no-one else in connection with the Offer andwill not be responsible to anyone other than Freeport for providing theprotections afforded to clients of HSBC or for providing advice in connectionwith the Offer. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. The Offer is not being made, directly or indirectly, in, into or from, or by theuse of the mails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacilities of a national securities exchange of, the United States, Canada,Australia or Japan and the Offer is not capable of acceptance by any such use,means, instrumentality or facility or from within the United States, Canada,Australia or Japan. Copies of this announcement, the Offer Document and Form ofAcceptance are not being, nor may they be, mailed or otherwise forwarded,distributed or sent in, into or from (whether by use of the mails or any meansor instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facilities of anational securities exchange) of the United States, Canada, Australia or Japan. The ability of Freeport Shareholders who are not resident in the United Kingdomto accept the Offer may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable requirements. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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