15th Sep 2005 07:02
Wolverhampton& Dudley Breweries PLC15 September 2005 15 September 2005 OFFER UPDATE Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia or Japan Recommended cash offer by McQueen Limited on behalf of The Wolverhampton & Dudley Breweries, PLC ("W&DB") for English Country Inns PLC ("ECI") OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS On 24 August 2005, W&DB made an offer for the entire issued and to be issuedshare capital (the Offer) of ECI as set out in the offer document of that date(the Offer Document). W&DB now announces that all of the conditions of the Offer have been satisfiedor waived and the Offer is now declared unconditional in all respects. W&DB announces that, as at 3.00 p.m. on 14 September 2005, being the firstclosing date for the Offer for ECI as set out in the Offer Document, validacceptances had been received in respect of a total of 8,056,126 ECI Shares,representing approximately 75.6 per cent. of the issued share capital of ECI. As at 24 August 2005, the date of announcement of the Offer, W&DB had receivedirrevocable undertakings to accept the Offer from the directors of ECI inrespect of 62,000 ECI Shares, representing approximately 0.58 per cent. of theexisting issued share capital of ECI. Valid acceptances have been received inrespect of all 62,000 ECI Shares that were subject to these irrevocableundertakings, all of which are included in the total of valid acceptancesreferred to above. The Offer will remain open for acceptance until further notice. The consideration due to accepting ECI Shareholders will be despatched either onor before 29 September 2005 in respect of acceptances complete in all respectsand delivered by 15 September 2005, or within 14 days of the date of receipt offurther acceptances which are valid and complete in all respects. ECI Shareholders who wish to accept the Offer and who have not already done soshould complete the Form of Acceptance in accordance with the instructionsprinted on it and return it together with their share certificate and/or otherdocument(s) of title to the Receiving Agent at Lloyds TSB Registrars, TheCauseway, Worthing, West Sussex BN99 6DA by post or (during normal businesshours) by hand, or, during normal business hours, by hand only at Lloyds TSBRegistrars, Princess House, 1 Suffolk Lane, London EC4R 0AX as soon as possible. As stated in the Offer Document, as and when W&DB has received valid acceptancesunder the Offer in respect of, and/or otherwise acquired, 90 per cent. or moreof the ECI Shares to which the Offer relates, W&DB will seek to exercise itsrights pursuant to the provisions of sections 428 to 430F (inclusive) of theCompanies Act 1985 to acquire compulsorily the remaining ECI Shares to which theOffer relates. Save as disclosed above, neither W&DB nor any person acting, or deemed to beacting, in concert with W&DB held any ECI Shares or rights over ECI Sharesimmediately before the start of the offer period on 1 June 2005 or has acquiredor agreed to acquire any ECI Shares or rights over ECI Shares since that date. Terms defined in the Offer Document have the same meaning in this announcement. Press Enquiries W&DB 01902 329 516Ralph Findlay, Chief ExecutivePaul Inglett, Finance Director McQueen Limited 020 7667 6861(Financial adviser to W&DB)Jim FallonGeorge Fleet Hudson Sandler 020 7796 4133(PR adviser to W&DB)Nick LyonWendy Baker The Offer is not being made, directly or indirectly, in or into, and is notcapable of acceptance in or from, the United States, Canada, Australia or Japan.Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute documents in, into or from the United States, Canada,Australia or Japan. McQueen Limited, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for W&DB and no-one else inconnection with the Offer and will not be responsible to anyone other than W&DBfor providing the protections afforded to clients of McQueen Limited nor forproviding advice in relation to the Offer or in relation to the content of thisannouncement. This announcement does not constitute an offer or invitation to purchase anysecurities. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Marstons