20th Jun 2005 07:00
Go-Ahead Group PLC20 June 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Recommended Cash Offer by Dresdner Kleinwort Wasserstein on behalf of The Go-Ahead Group plc for Southern Vectis plc Offer declared wholly unconditional The board of The Go-Ahead Group plc ("Go-Ahead") announces that as at 1.00pm (London time) on 17 June 2005, the First Closing Date of the Offer, Go-Ahead hadreceived valid acceptances of the Offer in respect of 18,647,045 Southern VectisShares in aggregate, representing approximately 94.4 per cent. of the existingissued ordinary share capital of Southern Vectis. Prior to the announcement of the Offer, Go-Ahead had received irrevocableundertakings to accept (or procure the acceptance of) the Offer from theDirectors, their Connected Persons and certain other Shareholders in respect of11,660,573 shares, representing approximately 59.0 per cent. of the thenexisting issued share capital of Southern Vectis. Acceptances have been receivedpursuant to all of these irrevocable undertakings and are included in the totalnumber of valid acceptances referred to above. Condition (1) in Section A of Part III of the Offer Document allows Go-Ahead todeclare the Offer unconditional as to acceptances as long as Go-Ahead hasacquired or agreed to acquire (pursuant to the Offer or otherwise) SouthernVectis Shares carrying in aggregate more than 50 per cent. of the voting rightsthen exercisable at a general meeting of Southern Vectis. All other conditionsto the Offer have been satisfied or are hereby waived. Accordingly, the board ofGo-Ahead is pleased to announce that, all conditions of the Offer having beensatisfied or waived, the Offer is hereby declared wholly unconditional. The Offer, which remains subject to the terms and conditions set out in theOffer Document, will remain open for acceptance until further notice. To theextent they have not already done so, Southern Vectis Shareholders who holdtheir Southern Vectis Shares in certificated form and who wish to accept theOffer should complete, sign and return their Forms of Acceptance as soon aspossible in accordance with the instructions set out in the Offer Document andin the Form of Acceptance. Southern Vectis Shareholders who hold their Southern Vectis Shares inuncertificated form and who wish to accept the Offer should send to CRESTCo aTTE Instruction in relation to such shares as soon as possible. The procedurefor acceptance of the Offer is set out in paragraph 9 of Part II of the OfferDocument. Save as set out above and as disclosed in the Offer Document dated 26 May 2005,neither Go-Ahead nor any person acting, or deemed to be acting in concert withGo-Ahead, held any Southern Vectis Shares (or rights over Southern VectisShares) prior to the commencement of the Offer Period and neither Go-Ahead norany person acting, or deemed to be acting in concert with Go-Ahead, has acquiredor agreed to acquire any Southern Vectis Shares (or rights over any SouthernVectis Shares) since the commencement of the Offer Period. Settlement under the Offer Settlement of the consideration due under the Offer will be despatched (or, inrespect of Southern Vectis Shares held in uncertificated form, credited throughCREST) on or before 4 July 2005 in respect of Southern Vectis Shares for whichvalid and complete acceptances of the Offer have already been received.Settlement of the consideration in respect of valid acceptances received on orafter today's date will be despatched (or, in respect of Southern Vectis sharesheld in uncertificated form, credited through CREST) within 14 days of suchreceipt. Compulsory Acquisition and Cancellation of AiM admission Go-Ahead intends, as soon as practicable, to apply the provisions of sections428 to 430F (inclusive) of the Companies Act to acquire compulsorily anyoutstanding Southern Vectis Shares to which the Offer relates. Accordingly,Go-Ahead will in due course be posting formal notices pursuant to section 429 ofthe Companies Act 1985 to those Southern Vectis Shareholders who have not yetvalidly accepted the Offer. Subject to any applicable regulatory requirements, Go-Ahead intends, as soon aspracticable, to procure that Southern Vectis applies to the London StockExchange for the cancellation of the admission to trading of Southern VectisShares on AIM. It is anticipated that this cancellation will take effect noearlier than 20 business days commencing on the date of this announcement.Accordingly, it is expected that such cancellation will take effect on 18 July2005, or as soon thereafter as possible. Additional copies of the Offer Document and the Form of Acceptance can beobtained by telephoning Lloyds TSB Registrars on 0870 600 0673, or if callingfrom outside the United Kingdom, on +44 1903 702 767. Terms used in this announcement have the same meanings as those in the OfferDocument dated 26 May 2005. Enquiries: The Go-Ahead Group plc Tel: 0191 232 3123Christopher MoyesIan Butcher Dresdner Kleinwort Wasserstein Limited Tel: 020 7623 8000Charles BattenJames RuddDavid Whiteley Weber Shandwick Square Mile Tel: 020 7067 0700Richard HewsRachel TaylorStephanie Badjonat The Offer is not being made, directly or indirectly, in or into, any USRestricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdiction,or by use of the mails of, or by any means, instrumentality or by any facilitiesof a national, state or other securities exchange of any US RestrictedJurisdiction, Canada, Australia, Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility, or from within any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction and doing so may render invalid anypurported acceptance of the Offer. Accordingly, copies of this Announcement, theOffer Document, the Form of Acceptance and any related offering documents arenot being and must not be mailed, forwarded, sent, transmitted or otherwisedistributed in, into or from any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction and all persons receiving such documents(including, without limitation, custodians, nominees and trustees) shouldobserve these restrictions and must not distribute, forward, mail or transmit orsend them in, into or from any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction. Any person (including without limitation,custodians, nominees and trustees) who would otherwise intend to forward thisAnnouncement to any jurisdiction outside the United Kingdom or to OverseasShareholders, should seek appropriate professional advice before taking anyaction. Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively asfinancial adviser to Go-Ahead and for no one else in connection with the Offerand the contents of this Announcement and no one else and will not beresponsible to anyone other than Go-Ahead for providing the protections affordedto customers of Dresdner Kleinwort Wasserstein Limited or for affording advicein relation to the Offer or in relation to the contents of this Announcement,the Offer Document or any other matter referred to in the Offer Document or thisAnnouncement. This announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document and the Form of Acceptance. The Offer Document and the Form of Acceptance have been made available to those Southern Vectis Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Southern Vectis Shareholders are advised to read the Offer Document and the Form of Acceptance as they contain important information. The directors of Go-Ahead accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Go-Ahead (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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