29th Apr 2005 08:46
Huntsworth PLC29 April 2005 29 April 2005 Not for release or publication in or into Canada, Australia or Japan. MERGER OF HUNTSWORTH PLC AND INCEPTA GROUP PLC TO CREATE A MAJOR INTERNATIONALMARKETING AND COMMUNICATIONS GROUP 29 April 2005 Merger Offer unconditional in all respects On 3 March 2005 the Boards of Huntsworth and Incepta announced that they hadagreed the terms of an all share merger, to be implemented by means of a sharefor share offer to be made by Bridgewell on behalf of Huntsworth, for the entireissued and to be issued share capital of Incepta. This Merger Offer continues tobe recommended by the Board of Incepta. The Board of Huntsworth is pleased to announce that the condition relating toAdmission has been satisfied and that all the conditions to the Merger Offerhave therefore now been satisfied or waived. The Merger Offer is unconditionalin all respects. The Merger Offer will be extended until further notice, but nolater than 16 July 2005. Applications have been made to the UK Listing Authority and the London StockExchange for the admission of up to 684,306,184 New Huntsworth Shares, and theseshares have now been admitted to the Official List and to trading on the LondonStock Exchange. The New Huntsworth Shares rank pari passu with the existingissued shares of Huntsworth. Dealings in the New Huntsworth Shares commenced at8:00 a.m. on 29 April 2005. As stated in the Offer Document and in the announcement of 3 March 2005,Huntsworth intends to procure the making of an application by Incepta to the UKListing Authority for the cancellation of the listing of Incepta Shares on theOfficial List and to the London Stock Exchange for the cancellation of tradingof Incepta Shares on its market for listed securities. It is anticipated thatcancellation of listing and trading will take effect at 8:00 a.m. on 31 May2005, after twenty business days notice following the date of this announcement. Incepta Shareholders are reminded that such cancellation would significantlyreduce the liquidity and marketability of any Incepta Shares not assented to theMerger Offer. As at 3:00 p.m. on 28 April 2005, valid acceptances of the Merger Offer had beenreceived in respect of a total of 167,074,728 Incepta Shares, representingapproximately 82.83 per cent. of the existing issued share capital of Incepta. During the Merger Offer Period Huntsworth obtained irrevocable undertakings toaccept the Merger Offer from the directors of Incepta in respect of 3,199,704Incepta Shares representing in aggregate approximately 1.59 per cent. of theexisting issued share capital of Incepta. As at 3:00 p.m. on 28 April 2005Huntsworth had received valid acceptances in respect of all Incepta Shares towhich these undertakings related. Settlement of the consideration due to accepting Incepta Shareholders will bedespatched within 14 days of today's date in respect of Incepta Shares for whichvalid acceptances of the Merger Offer are received by 11:59 p.m. today.Settlement of consideration in respect of acceptances which are received after11:59 p.m. today and which are valid in all respects will be despatched within14 days of receipt of such acceptances. Incepta Shareholders who have not yet accepted the Merger Offer are (whether ornot their Incepta Shares are held in CREST) encouraged to complete the Form ofAcceptance as soon as possible and return it duly signed and witnessed (togetherwith their share certificate(s) and/or other document(s) of title, if theirIncepta Shares are held in certificated form) either by post or by hand (duringnormal business hours) to Computershare Investor Services PLC, PO Box No 859,The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only (during normalbusiness hours) to Computershare Investor Services PLC, 2nd Floor, VintnersPlace, 68 Upper Thames Street, London EC4V 3BJ. Neither Huntsworth, nor any person acting, or deemed to be acting, in concertwith Huntsworth for the purpose of the Merger Offer owned, or controlled, anyIncepta Shares or any rights over any Incepta Shares immediately prior to thecommencement of the Merger Offer Period. Save as publicly disclosed, neitherHuntsworth nor any person acting, or deemed to be acting, in concert withHuntsworth has acquired or agreed to acquire Incepta Shares during the MergerOffer Period. Terms defined in the Offer Document dated 17 March 2005 have the same meaning inthis announcement. ENQUIRIESHuntsworth PLC 020 7408 2232 Incepta Group plc 020 7282 2800Lord Chadlington Richard Nichols Bridgewell (Lead Financial Adviser) 020 7003 3000 LongAcre (Financial Adviser) 020 7759 4600Andrew Tuckey Jonathan GoodwinJohn Craven Zeph Sequeira Numis (Joint Financial Adviser and Broker) 020 7776 1500 Collins Stewart (Joint Broker) 020 7523 8350Jag Mundi Chris WellsRichard Hall Mark Connelly The Global Consulting Group (PR Adviser) 020 7796 4133 Investec (Joint Broker) 020 7597 5970Jonathan Shillington David Currie Erik Anderson Citigate Dewe Rogerson (PR Adviser) 020 7638 9571 Patrick Toyne Sewell Fiona Bradshaw This Announcement does not constitute an offer or an invitation to purchase anysecurities. The laws of the relevant jurisdictions may affect the availabilityof the Merger Offer to persons not resident in the United Kingdom. Persons whoare not resident in the United Kingdom, or who are subject to the laws of anyjurisdiction other than the United Kingdom, should inform themselves about, andobserve, any applicable requirements. Further details in relation to overseasshareholders are contained in the Offer Document. Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting only for Huntsworth and no-one else inconnection with the Merger Offer and will not regard any other person as itsclient or be responsible to any person other than Huntsworth for providing theprotections afforded to clients of Bridgewell, nor for giving advice in relationto the Merger Offer. Numis, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting only for Huntsworth and no-one else in connectionwith the Merger Offer and will not regard any other person as its client or beresponsible to any person other than Huntsworth for providing the protectionsafforded to clients of Numis, nor for giving advice in relation to the MergerOffer. LongAcre, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting only for Incepta and no-one else inconnection with the Merger Offer and will not regard any other person as itsclient or be responsible to any person other than Incepta for providing theprotections afforded to clients of LongAcre, nor for giving advice in relationto the Merger Offer. Collins Stewart, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting only for Incepta and no-one else inconnection with the Merger Offer and will not regard any other person as itsclient or be responsible to any person other than Incepta for providing theprotections afforded to clients of Collins Stewart, nor for giving advice inrelation to the Merger Offer. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting only for Incepta and no-one else inconnection with the Merger Offer and will not regard any other person as itsclient or be responsible to any person other than Incepta for providing theprotections afforded to clients of Investec, nor for giving advice in relationto the Merger Offer. This Announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Merger Offer should be made only on the basis of information referred to inthe Offer Document which has been despatched to Incepta Shareholders and, forinformation only, to holders of options under the Incepta Share Option Schemes. The Merger Offer is not being made, directly or indirectly, in or into, or byuse of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national securities exchange of, Canada, Australia orJapan and is not capable of acceptance by any such use, means, instrumentalityor facility. Accordingly, neither this Announcement nor the Offer Document northe accompanying Form of Acceptance is being, and must not be, mailed orotherwise forwarded, transmitted, distributed or sent in, into or from Canada,Australia or Japan. Doing so may render invalid any purported acceptance of theMerger Offer. All Incepta Shareholders or other persons (including nominees,trustees or custodians) who would or otherwise intend to, or may have acontractual or legal obligation to, forward this Announcement or the OfferDocument or the accompanying Form of Acceptance to any jurisdiction outside theUnited Kingdom, should refrain from doing so and seek appropriate professionaladvice before taking any action. The New Huntsworth Shares to be issued in connection with the Merger have notbeen, and will not be, registered under or offered in compliance with applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan and no regulatory clearances in respect of the New HuntsworthShares have been, or will be, applied for in any jurisdiction other than the UK.Accordingly, unless an exemption under the relevant securities laws isapplicable, the New Huntsworth Shares are not being, and may not be, offered,sold, resold, delivered or distributed, directly or indirectly, in or into,Canada, Australia or Japan or to, or for the account or benefit of, any personresident in Canada, Australia or Japan. The New Huntsworth Shares to be issued in connection with the Merger have notbeen, and will not be, registered under the US Securities Act or under thesecurities laws of any jurisdiction of the United States. The New HuntsworthShares are intended to be made available within the United States in connectionwith the Merger pursuant to an exemption from the registration requirements ofthe US Securities Act provided by Rule 802 thereunder and an exemption from theUS tender offer rules provided by Rule 14d-1(c) under the US Securities ExchangeAct. This Merger Offer relates to the securities of two non-US companies. TheMerger Offer is subject to disclosure requirements of the United Kingdom whichare different from those of the United States. Financial statements included inthe document, if any, have been prepared in accordance with foreign accountingstandards that may not be comparable to the financial statements of UnitedStates companies. It may be difficult for US persons to enforce their rightsand any claim that they may have arising under the US federal securities laws,as Huntsworth and Incepta are located in the United Kingdom and some or all oftheir respective officers and directors are residents of the United Kingdom orother non-US countries. US persons may not be able to sue a foreign company orits officers or directors in a foreign court for violations of US securitieslaws. It may be difficult to compel a foreign company and its affiliates tosubject themselves to a US court's judgment. You should be aware thatHuntsworth may purchase securities of Incepta otherwise than under the MergerOffer, such as in open market or privately negotiated purchases. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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