15th May 2006 12:02
Solitaire Real Estate Holdings Ltd15 May 2006 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 15 May 2006 Recommended cash offer by Corporate Synergy Plc on behalf of Solitaire Real Estate Holdings Limited ("SREH") to acquire Solitaire Group plc ("Solitaire") The Board of Solitaire Real Estate Holdings Limited (SREH) is pleased to notethe announcement that 999,001 Solitaire Shares were, at the offer price(£8.50), purchased by Vincent Tchenguiz on Friday 12 May 2006. Vincent Tchenguizis a beneficiary of the Tchenguiz Family Trust, the ultimate beneficial owner ofSREH. Following this purchase, SREH and persons acting in concert with SREH now own orhave received irrevocable undertakings to accept the Offer in respect of a totalof 4,163,214 Solitaire Shares, representing approximately 83 per cent. of theexisting share capital of Solitaire. Furthermore, SREH announces that itintends to waive down the acceptance condition from 90 per cent. to 75 per cent. Interests in Solitaire Shares and irrevocable undertakings to accept the Offer SREH has received irrevocable undertakings to accept the Offer from directors ofSolitaire in respect of 2,663,513 Solitaire Shares, representing 53 per cent. ofthe issued share capital of Solitaire. Elsina Limited, a company connected with SREH, owns 500,000 Solitaire Shares.Vincent Tchenguiz owns 999,001 Solitaire Shares. In addition Mr Steven Coe, adirector of Investec Trust (Guernsey) Limited, the trustee of the TchenguizFamily Trust, is interested in 700 Solitaire Shares. For the purposes of the City Code, Vincent Tchenguiz, Elsina and Mr Coe arepresumed to be acting in concert with SREH. Responsibility The directors of SREH accept responsibility for all the information contained inthis announcement. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. Definitions in this announcement have the same meaning as contained in theformal offer announcement dated 5 May Enquiries Corporate Synergy Plc (Financial adviser to SREH) 020 7448 4400 Rhod Cruwys Brian Stockbridge David Seal Corporate Synergy Plc, which is authorised and regulated in the United Kingdomby The Financial Services Authority, is acting for SREH and no one else inconnection with the Offer and will not be responsible to anyone other than SREHfor providing the protections afforded to customers of Corporate Synergy Plc norfor providing advice in relation to the Offer or any other matter referred toherein. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdiction. Such persons shouldinform themselves about and observe any applicable requirements of thosejurisdictions. The Offer will not be made, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan and, subject to certain exceptions, the Offerwill not be capable of acceptance in or from the United States, Canada,Australia or Japan. Custodians, nominees and trustees should observe therestrictions and must not send or distribute this announcement in, into or fromthe United States, Canada, Australia or Japan. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities or the solicitation of an offer to purchase anysecurities, pursuant to the Offer or otherwise. Dealing Disclosure Requirements The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "Offer Period" is deemed to commenceat the time when an announcement is made of a proposed offer, with or withoutterms. Accordingly, the offer period began on 2 May 2006. Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Solitaire Group plc, all "dealings" in any "relevant securities" of that company (including by means of anoption in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Solitaire Group plc, they willbe 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 Solitaire Group plc by SREH/any member of SREH's group orSolitaire Group plc, or by any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing 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 Takeover Panel's website atwww.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:
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