14th Jan 2008 07:01
Willmot Dixon Limited14 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY RELEVANT JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OFTHE RELEVANT LAWS OF SUCH JURISDICTION 14 January 2008 Recommended Cash Offer of 183 pence per Inspace Share for Inspace Plc ("Inspace") by Willmott Dixon Limited ("Willmott Dixon") Offer extended until 1.00 p.m. on 25 January 2008 Further to the Offer made on 21 December 2007 by Willmott Dixon to acquire theentire issued and to be issued share capital of Inspace except those InspaceShares already owned by Willmott Dixon, Willmott Dixon announces that the Offer has been extended and will remain open for acceptance until 1.00 p.m. on thenext closing date, being Friday 25 January 2008. The offer document setting out the full terms and conditions of the offer (the "Offer Document") was posted to Inspace Shareholders on 21 December 2007. This announcement should be read in conjunction with the Offer Document. Termsused in this announcement shall have the meanings given to them in the OfferDocument. Level of acceptances As at 1.00 p.m. (London time) on 11 January 2008, valid acceptances had beenreceived in respect of 47,024,515 Inspace Shares, representing approximately58.05 per cent. of Inspace's issued share capital. This total includes acceptances in respect of 31,156,883 Inspace Shares, forwhich Willmott Dixon had received irrevocable undertakings to accept the Offer,representing approximately 38.46 per cent. of Inspace's issued share capital. In addition to the above, Willmott Dixon has received irrevocable undertakingsto accept the Offer in respect of, in aggregate, a further 12,090,863 InspaceShares, representing approximately 14.93 per cent. of Inspace's issued sharecapital, for which valid formal acceptances in respect of such shares have yetto be received. Also, in addition to the acceptances referred to above, since the Offer was madeon 21 December 2007, a further 11,592,536 Inspace Shares were acquired byWillmott Dixon representing, in aggregate, approximately 14.31 per cent. ofInspace's issued share capital. Of such Inspace Shares, 7,200 Inspace Shares (representing approximately 0.01 per cent. of Inspace's issued share capital)have not yet been registered in the name of Willmott Dixon, pending formalsettlement of the purchase of such shares. Also, in addition to the acceptances referred to above, Willmott Dixon alreadyheld, before making the Offer, and currently holds a further 8,342,109 InspaceShares representing approximately 10.29 per cent. of Inspace's issued sharecapital. Willmott Dixon announces, therefore, that it has received valid acceptances inrespect of the Offer and has unconditionally acquired (where such purchases havesettled) or otherwise owns shares in Inspace in respect of a total of 66,951,960Inspace Shares, representing, in aggregate, approximately 82.65 per cent. ofInspace's issued share capital. Save as disclosed above, no Inspace Shares have been acquired or agreed to beacquired by or on behalf of Willmott Dixon, or any person acting in concertwith Willmott Dixon, during the Offer Period and neither Willmott Dixon, nor anyperson acting in concert with Willmott Dixon, has the benefit of any irrevocablecommitment or letter of intent in respect of any Inspace Shares or has anyinterest in any Inspace Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short positionunder a derivative), any agreement to sell, any delivery obligation, any rightto require another person to purchase or take delivery, any stock borrowing or lending arrangement in respect of any Inspace Shares, or any right to subscribefor any Inspace Shares. Extension of the Offer The Board of Willmott Dixon announces that the Offer, which remains subject tothe terms and conditions set out in the Offer Document, has been extended andwill remain open for acceptance for a further 14 days, until 1.00 p.m. on 25 January 2008. Procedure for acceptance Inspace Shareholders who have not yet accepted the Offer are urged to do so assoon as possible and in any event by 1.00 p.m. on 25 January 2008. The procedurefor acceptance is set out in paragraph 12 of Part II of the Offer Document. Inrespect of Inspace Shares held in certificated form, Forms of Acceptance shouldbe completed and returned in accordance with the instructions set out in theOffer Document and on the Form of Acceptance. If Inspace Shares are held in CREST, acceptance should be made electronically so that the TTE instruction settles as soon as possible and in any event by 1.00 p.m. on 25 January 2008. Any Inspace Shareholder requiring additional Forms of Acceptance should contactComputershare Investor Services PLC on 0870 707 1086 or, if calling from outsidethe UK, on +44 870 707 1086 (during normal business hours only). Enquiries: Seymour Pierce Financial Adviser to Willmott DixonDouglas Harmer +44 (0) 20 7107 8000Mark Percy +44 (0) 20 7107 8000 Dresdner Kleinwort Financial Adviser to InspaceChris Treneman +44 (0) 20 7623 8000Christian Littlewood +44 (0) 20 7623 8000Keith Welch +44 (0) 20 7623 8000 Seymour Pierce, which is authorised and regulated in the United Kingdom by theFinancial Services Authority is acting exclusively for Willmott Dixon inconnection with the Offer and no-one else and will not be responsible to anyoneother than Willmott Dixon for providing the protections afforded to clients ofSeymour Pierce nor for providing advice in relation to the Offer or any othermatter referred to in this announcement. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Inspace (in the form of the IndependentDirectors) and for no-one else in connection with the Offer and will not beresponsible to anyone other than Inspace (in the form of the IndependentDirectors) for providing the protections afforded to clients of DresdnerKleinwort Limited nor for affording advice in relation to the Offer or any othermatter referred to in this announcement. This announcement is not intended to and does not constitute or form any part ofan offer to sell or an invitation to purchase or the solicitation of an offer tosubscribe for any securities or the solicitation of any vote or approval in anyjurisdiction pursuant to the Offer or otherwise. The Offer will be made solelythrough the Offer Document and, in the case of certificated Inspace Shares, theForm of Acceptance, which will together contain the full terms and conditions ofthe Offer, including details of how to accept the Offer. Any acceptance or otherresponse to the Offer should be made only on the basis of the informationcontained in the Offer Document and the Form of Acceptance. The release, distribution or publication of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves about and observe any applicable requirements. Copies of this announcement and any documentation relating to the Offer are notbeing, and must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in or into or from any Restricted Jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notmail or otherwise forward, distribute or send such documents in or into or froma Restricted Jurisdiction. The Offer (unless otherwise determined by WillmottDixon and permitted by applicable law and regulation), will not be made,directly or indirectly, in or into, or by the use of the mails, or by any meansof instrumentality (including without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facilities of anational securities exchange of any Restricted Jurisdiction, and the Offer willnot be capable of acceptance from or within any Restricted Jurisdiction. This announcement has been prepared for the purpose of complying with the Codeand the information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside England. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,'interested' (directly or indirectly) in 1 per cent. or more of any class of'relevant securities' of Inspace, all 'dealings' in any 'relevant securities' ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such 'relevant securities') must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the 'Offer Period' otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an 'interest' in 'relevant securities' ofInspace, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Inspace by Willmott Dixon or Inspace, or by any of theirrespective 'associates', must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Inspirit Energy