24th Jan 2007 08:05
Fonebak plc24 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOCANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THEIR RESPECTIVEPROVINCES AND TERRITORIES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DOSO ("EXCLUDED TERRITORIES"). Recommended Cash Offer by KBC Peel Hunt Ltd on behalf of Fonebak plc to acquire the entire issued and to be issued ordinary share capital of CRC Group plc Offer wholly unconditional Further to the announcement made on 17 January 2007 and following admission ofthe Placing Shares to trading on AIM earlier today, the Fonebak Board ispleased to announce that the final condition to the Offer has now been met andthat the Offer has become unconditional in all respects. The Offer will remain open for acceptance until further notice, and CRCShareholders who have not yet accepted the Offer are urged to do so as soon aspossible. CRC Shareholders who hold their CRC Shares in certificated form and have not yetaccepted the Offer are encouraged to complete, sign and return the Form ofAcceptance in accordance with the instructions set out in the Offer Document andon the Form of Acceptance, so as to be received by Computershare InvestorServices PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol, BS99 1HZ(telephone number: +44 (0)870 707 1560) as soon as possible. CRC Shareholders who hold their CRC Shares in uncertificated form (that is, inCREST) and have not yet accepted the Offer are encouraged to take the action setout in paragraph 15(b) of the letter from KBC Peel Hunt set out in Part II ofthe Offer Document to transfer or procure the transfer of their CRC Shares to anescrow balance as soon as possible. Settlement of the consideration due under the Offer in respect of validacceptances which have been received and are valid and complete in all respectswill be despatched on or before 7 February 2007. Settlement of the considerationin respect of further acceptances received before the Offer closes which arevalid and complete in all respects will be despatched within 14 days of receipt. Compulsory acquisition and cancellation of trading As at 1.00 p.m. on 23 January 2007, Fonebak had received valid acceptances ofthe Offer for CRC Group in respect of a total of 23,031,354 CRC Shares,representing approximately 93.48 per cent. of CRC's issued share capital. Since valid acceptances have been received in respect of more than nine-tenthsin value of the CRC Shares to which the Offer relates, Fonebak is entitled toexercise its rights pursuant to sections 428-430F of the Companies Act 1985 (the"Act") to acquire compulsorily all of the outstanding CRC Shares in respect ofwhich valid acceptances have not been received. Accordingly, compulsoryacquisition notices ("Notices") pursuant to section 429 of the Act in exerciseof such rights will shortly be dispatched to the holders of CRC Shares who havenot yet accepted the Offer. The transfer of the compulsorily acquired CRC Sharesfrom the non-assenting CRC Shareholders is expected to take place approximatelysix weeks after the service of the Notices. CRC therefore intends to make an application for the cancellation of trading ofthe CRC Shares on AIM with effect from 22 February 2007 or such later date asFonebak may determine and, thereafter, to re-register CRC as a private companyunder the relevant provisions of the Act. Terms defined in the Offer Document have the same meaning in this announcementunless the context otherwise requires. Enquiries Fonebak Tel: 01708 683 400Arthur Crocker (Finance Director) KBC Peel Hunt Ltd Tel: 020 7418 8900Jonathan MarrenGordon SuggettOliver Stratton Pelham Public Relations Tel: 0207 743 6670James HendersonPhilip Dennis General This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor 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. Any acceptance or other response to theOffer Document should be made only on the basis of the information contained inthe Offer Document. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, email, telex or telephone) of interstate orforeign commerce, or of any facility of a national securities exchange, of anyof the Excluded Territories and cannot be accepted by any such use, means,instrumentality or facility or from within any of the Excluded Territories. Neither the Offer nor the Placing constitutes an offer of securities for sale,or the solicitation of an offer to buy securities in any Excluded Territory andthe new Fonebak Shares to be issued pursuant to the Placing have not been andwill not be registered under the United States Securities Act of 1933, or underthe laws of any state, district or other jurisdiction of the United States or ofany Excluded Territory and no regulatory clearances in respect of new FonebakShares have been or will be, applied for in any jurisdiction. Accordingly,unless an exemption under the US Securities Act of 1933 or other relevantsecurities laws is applicable, the new Fonebak Shares are not being, and may notbe offered, sold, resold, delivered or distributed, directly or indirectly, inor into the United States or any of the Excluded Territories or to, or for theaccount or benefit of, any US person or person resident in any of the ExcludedTerritories. KBC Peel Hunt, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, for investment business activities, is actingas financial adviser to Fonebak in connection with the Offer and no one else,and will not be responsible to anyone other than Fonebak for providing theprotections afforded to clients of KBC Peel Hunt nor for providing advice inrelation to the Offer, or any arrangement referred to herein. The Fonebak Directors and the CRC Directors, whose names are set out in theOffer Document, accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Fonebak Directorsand the CRC Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this announcement in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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