15th Jun 2005 07:00
Wolverhampton& Dudley Breweries PLC15 June 2005 OFFERS UPDATE The Wolverhampton & Dudley Breweries, PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTOCANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE 15 June 2005 Recommended Cash Offers by The Wolverhampton & Dudley Breweries, PLC and (outside the United States) by PricewaterhouseCoopers LLP on its behalf for Jennings Brothers plc COMPULSORY ACQUISITION OF JENNINGS ORDINARY SHARES On 20 May 2005, The Wolverhampton & Dudley Breweries, PLC (W&DB) announced thatthe offers for the entire issued and to be issued ordinary share capital (theOrdinary Offer) of Jennings Brothers plc (Jennings) and the entire issued and tobe issued preference share capital of Jennings (together with the OrdinaryOffer, the Offers) as set out in the offer document dated 28 April 2005 (theOffer Document), had become unconditional in all respects. As at 3.00 p.m. on 14 June 2005, valid acceptances have been received in respectof 9,120,415 Jennings Ordinary Shares, representing approximately 85.6 per centin value of the issued ordinary share capital of Jennings. W&DB holds 6.37 percent of Jennings Ordinary Shares by virtue of market purchases. In addition, W&DB owns 0.09 per cent of Jennings Ordinary Shares through a subsidiary.Accordingly, having acquired or received valid acceptances of the Ordinary Offerin respect of over 90 per cent in value of the Jennings Ordinary Shares to whichthe Ordinary Offer relates, W&DB will today be giving notice to those JenningsOrdinary Shareholders who have not accepted the Ordinary Offer informing themthat it will compulsorily acquire their Jennings Ordinary Shares by applyingsections 428 to 430F of the Companies Act 1985. The Offers will remain open for acceptance until further notice, except that theLoan Note Alternative will close at 3.00 p.m. on 30 June 2005. Terms defined in the Offer Document have the same meaning in this announcement. EnquiriesPricewaterhouseCoopers Corporate FinanceSean Williams 020 7583 5000Colin Gillespie 0161 245 2000 Hoare Govett 020 7678 8000Hugo Fisher gcg hudson sandler 020 7796 4133Andrew HayesNick Lyon The Offers, including the Loan Note Alternative, are not being made, directly orindirectly, in or into, and are not capable of acceptance in or from, Canada,Australia or Japan. Custodians, nominees and trustees should observe theserestrictions and should not send or distribute documents in, into or fromCanada, Australia or Japan. The Loan Notes have not been, and will not be, registered under or offered incompliance with applicable securities laws of any state, province, territory orjurisdiction of Canada, Australia or Japan and the relevant clearances have notbeen, and will not be, obtained from the securities commission of any provinceof Canada, and no prospectus has been lodged with, or registered by, theAustralian Securities and Investments Commission or the Japanese Ministry ofFinance. Accordingly, the Loan Notes may not (unless an exemption under therelevant securities laws is applicable) be offered, sold, resold, delivered ortransferred, directly or indirectly, in, into or from Canada, Australia or Japanor any other jurisdiction if to do so would constitute a violation of therelevant laws of, or require registration thereof in, such jurisdiction or to,or for the account or benefit of, a person located or resident in Canada,Australia or Japan. The Loan Notes have not been, and will not be, registered under the USSecurities Act or under the securities laws of any jurisdiction of the UnitedStates. Neither the SEC nor any US state securities commission has approved ordisapproved of the securities offered in connection with the Ordinary Offer, ordetermined if this announcement is accurate or complete. Any representation tothe contrary is a criminal offence. PricewaterhouseCoopers LLP, which is regulated by the Financial ServicesAuthority, is acting exclusively for W&DB and no-one else in connection with theOffers and will not be responsible to anyone other than W&DB for providing theprotections afforded to clients of PricewaterhouseCoopers LLP or for providingadvice in relation to the Offers or in relation to the content of thisannouncement. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities pursuant to theOffers or otherwise. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Marstons