25th Jan 2008 07:41
Imperial Tobacco Group PLC25 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. 25 January 2008 Imperial Tobacco Group PLC provides further details of the squeeze-out andsell-out processes As announced earlier today, the Spanish Securities and Exchange Commission, theComision Nacional del Mercado de Valores (the "CNMV"), has published the finalresult of Imperial Tobacco Group PLC's ("Imperial Tobacco") cash offer (whichoffer was made by its wholly-owned subsidiary, Imperial Tobacco OverseasHoldings (3) Limited ("ITOH")) for the entire issued share capital of Altadis,S.A. ("Altadis") at €50 per share (the "Offer"). The outcome of the Offer was that 241,867,605 Altadis shares, representing95.81% of Altadis' issued share capital (which represent 95.81% of the shares towhich the Offer was addressed), had been tendered in acceptance of the Offer.Accordingly, as mentioned in Imperial Tobacco's announcement dated 22 January2008, the conditions set out in article 60.quater of the Spanish Stock ExchangeAct (Law 24/1988, of 28 July relating to the Stock Market) (the Stock ExchangeAct) and in article 47 of the Royal Decree 1066/2007 of 27 July relating to thelegal regime applicable to public takeover bids in Spain (the "Royal Decree")entitling (i) ITOH to squeeze out the remaining shareholders and (ii) thoseremaining shareholders that have not tendered their shares in the Offer to sellout their shares to ITOH, have been satisfied. Therefore, and in accordance with article 48.4 of the Royal Decree, ITOH herebyconfirms its decision to compulsorily acquire all of the Altadis shares not heldby ITOH for a consideration of €50 per Altadis share and it confirms that thetrade date for such acquisition shall be 18 February 2008 and that theacquisition shall be completed in accordance with the procedure described below.All costs relating to the implementation and settlement of the squeeze-outprocess will be borne by Imperial Tobacco Group PLC. Those Altadis shareholders who desire to sell their Altadis shares before thetrade date established for the above mentioned acquisition (i.e. before 18February 2008) will be able to do so in accordance with article 60.quater of theStock Exchange Act and article 47 of the Royal Decree, as was indicated inITOH's explanatory prospectus relating to the Offer. However, it is hereby notedto the remaining Altadis shareholders that they will have to bear the sellingparty costs of the implementation and settlement of any sell-out transaction(including, without limitation, brokerage costs and value added tax relatingthereto). Therefore, it is recommended that Altadis shareholders obtain, beforeexercising their sell-out right, the information relating to the costs that theywould be required to pay should they wish to exercise their sell-out right. As indicated in ITOH's explanatory prospectus relating to the Offer, in order tofacilitate the sale of their Altadis shares by the Altadis shareholders, ITOHwill maintain a permanent order in the market for Altadis shares at a price of€50 per share from Monday 28 January 2008 until the date on which the Altadisshares are suspended from trading. In accordance with the provisions of article 48.10 of the Royal Decree, afterthe settlement of the squeeze-out, the Altadis shares shall be delisted from theMadrid, Barcelona, Bilbao and Valencia Stock Exchanges. The delisting of theAltadis shares from Eurolist by Euronext Paris shall be subject to the formalauthorisation of Euronext Paris. It is envisaged that the delisting of Altadisshares from both the Spanish Stock Exchanges and Eurolist by Euronext Paris willbe done in a coordinated way. SQUEEZE-OUT PROCESS As mentioned above, ITOH has fixed 18 February 2008 as the trade date for theimplementation of the squeeze-out. Any holder of Altadis shares, who isregistered as such in the relevant IBERCLEAR records and in the relevant recordsof the entities which are members of IBERCLEAR, or in the relevant EuroclearFrance records (in the case of the Altadis shares listed on Eurolist by EuronextParis), at closing on the immediately preceding trading session to the tradedate, will have their Altadis shares compulsorily acquired pursuant to thesqueeze-out. To ensure the orderly implementation of the squeeze-out, ITOH shall request ofthe CNMV and Euronext Paris that the last trading date for the Altadis sharesshall be 11 February 2008 and that the shares remain suspended until theeffective delisting of the shares both in Spain and in France. ITOH has appointed Santander Investment Bolsa, S.V, S.A. to act as anintermediary entity in connection with the squeeze-out and also SantanderInvestment S.A. and BNP Paribas Securities Services in Spain and France,respectively, to act in relation to the settlement of the squeeze-out. All depository entities having Altadis shares in their custody at the closing on15 February 2008, will execute the transfer of the Altadis shares to ITOH on thesqueeze-out trade date, free of any charge, lien or third party rights, incompliance with the procedure established by the markets where the Altadisshares are listed. The settlement of the squeeze-out regarding the Altadis shares negotiated inSpain shall be carried out in accordance with the procedure established byIBERCLEAR. It is expected that this will take place on 21 February 2008. Regarding the Altadis shares listed on Eurolist by Euronext Paris, on thesqueeze-out settlement date, all the financial intermediary entities shall beresponsible for transferring all remaining Altadis shares (which are listed onEurolist by Euronext Paris), free of any charge, lien or third party rights, toEuroclear France and Euroclear France will, in turn, deliver those shares toSantander Investment, S.A. (who will, in turn, transfer them to ITOH). On thatsame date, ITOH shall pay to the financial intermediary entities, through BNPParibas Securities Services, €50 for each Altadis share that has beentransferred to ITOH. The financial intermediary entities shall pay such price toeach of the former holders of the Altadis shares that have been transferred toITOH. Imperial TobaccoAlex Parsons (Head of Corporate Telephone: +44 (0) 7967 467241Communications)Simon Evans (Group Press Officer) Telephone: +44 (0) 7967 467684John Nelson-Smith (Investor Relations Telephone: +44 (0) 117 933 7032Manager)Nicola Tate (Investor Relations Manager) Telephone: +44 (0) 117 933 7082 Citi (lead financial adviser to Imperial Telephone: +44 (0) 20 7986 4000Tobacco)Ian Carnegie-BrownIan HartMark Todd Manuel Falco Telephone: +34 (0) 91 538 4411 Hoare Govett (joint corporate broker Telephone: +44 (0) 20 7678 8000to Imperial Tobacco)Hugo FisherPaul Nicholls Morgan Stanley (joint corporate broker Telephone: +44 (0) 20 7425 5000to Imperial Tobacco)Paul BakerAlastair Cochran Citi, Hoare Govett limited and Morgan Stanley & Co. International limited whichare authorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for Imperial Tobacco and no one else inrelation to the matters referred to in this announcement and will not beresponsible to anyone other than Imperial Tobacco for providing the protectionsafforded to clients of Citi, Hoare Govett limited and Morgan Stanley & Co.International limited respectively nor for providing advice in relation to thesematters, the content of this announcement or any matter referred to in it. Copies of Imperial Tobacco's announcements are available on its website:www.imperial-tobacco.com The statements contained in this announcement that are not historical facts are"forward-looking" statements. These forward-looking statements are subject to anumber of risks and uncertainties, many of which are beyond Imperial Tobacco'scontrol and all of which are based on the current beliefs and expectations aboutfuture events of the directors' of Imperial Tobacco. No assurance can be giventhat such future results will be achieved. Actual events or results may differmaterially as a result of risks and uncertainties facing Imperial Tobacco andits subsidiaries. Except to the extent required by applicable law, ImperialTobacco will not necessarily update any of them in light of new information orfuture events and undertakes no duty to do so. This press release is not an offer of securities for sale in the United States.The securities of Imperial Tobacco may not be offered or sold in the UnitedStates absent registration or an exemption from registration. Any publicoffering of securities to be made in the United States will be made by means ofa prospectus that will contain detailed information about the company andmanagement, as well as financial statements. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Imperial Brands