9th Jun 2006 07:01
L'Oreal S.A09 June 2006 L'Oreal S.A.For Immediate Release9 June 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TODO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION L'OREAL OFFER TO THE BODY SHOP INTERNATIONAL SHAREHOLDERS DECLARED WHOLLY UNCONDITIONAL L'Oreal announces that the offer (the "Offer") being made by JPMorgan CazenoveLimited ("JPMorgan Cazenove") on behalf of L'Oreal for the entire issued and tobe issued share capital of The Body Shop International PLC ("The Body Shop") hastoday been declared wholly unconditional. As at 3 p.m. on 8 June 2006, valid acceptances of the Offer had been received inrespect of 185,298,583 The Body Shop Shares (representing approximately 94.9 percent. of The Body Shop Shares to which the Offer relates). Therefore, includingthe 22,800,000 The Body Shop Shares already held by L'Oreal, L'Oreal hasacquired, or received valid acceptances of the Offer in respect of, 208,098,583The Body Shop Shares in aggregate (representing approximately 95.5 per cent. ofthe existing issued share capital of The Body Shop). The Offer, which remains subject to the terms and conditions set out in theOffer Document, will remain open for acceptance until further notice. Prior to the announcement of the Offer, L'Oreal had received irrevocableundertakings to accept the Offer in respect of 46,977,718 The Body Shop Sharesin aggregate, representing approximately 21.6 per cent. of The Body Shop'sexisting issued share capital. In addition to the irrevocable undertakingsdescribed above, Beaverbridge Holdings Limited had granted L'Oreal a call optionwhich gave L'Oreal the ability to require Beaverbridge Holdings Limited totender 45,666,768 The Body Shop Shares, in aggregate, representing approximately21.0 per cent. of The Body Shop's existing issued share capital (being The BodyShop Shares in which Mr Ian McGlinn is interested) to the Offer. L'Oreal hasreceived valid acceptances in respect of all The Body Shop Shares to which theseirrevocable undertakings and the call option relate and such acceptances areincluded in the total referred to above. To the extent they have not already done so, The Body Shop Shareholders who holdThe Body Shop Shares in certificated form who have not yet accepted the Offershould complete and return their Form of Acceptance as soon as possible inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance. The Body Shop Shareholders who hold The Body Shop Shares inuncertificated form and who have not yet accepted the Offer are reminded to takethe necessary steps through CREST as soon as possible. Settlement of the consideration due under the Offer in respect of validacceptances which have been received and are valid and complete in all respectsprior to the date of this announcement will be despatched on or before 23 June2006. Settlement of the consideration in respect of further acceptances whichare valid and complete will be despatched within 14 days of receipt. As stated in the Offer Document, L'Oreal intends, in due course, to exercise itsrights under sections 428 to 430F of the Act to compulsorily acquire theremaining The Body Shop Shares. Accordingly, L'Oreal will in due course beposting formal notices pursuant to section 429 of the Act to those The Body ShopShareholders who have not yet validly accepted the Offer. L'Oreal also intends to procure the making of applications by The Body Shop forthe cancellation of the listing of The Body Shop Shares on the Official List ofthe Financial Services Authority and the admission to trading of The Body ShopShares on The London Stock Exchange. The definitions of certain expressions used in this announcement are containedin the Offer Document dated 12 April 2006. Enquiries: L'Oreal General +33 1 47 56 70 00 Analysts and institutional investors of L'OrealMrs Caroline Millot +33 1 47 56 86 82 Individual Shareholders of L'Oreal and market authoritiesMr. Jean-Regis Carof +33 1 47 56 83 02 JournalistsMr. Mike Rumsby +33 1 47 56 76 71 JPMorgan Cazenove+44 207 588 2828 Barry WeirJohn Maynard This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. The Body Shop Shareholders are advised toread carefully the Offer Document and Form of Acceptance in relation to theOffer. This contains the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. JPMorgan Cazenove, which is authorised by the Financial Services Authority, isacting exclusively for L'Oreal and no one else in connection with the Offer andwill not be responsible to anyone other than L'Oreal for providing theprotections afforded to clients of JPMorgan Cazenove or for providing advice inrelation to the Offer or any other matters referred to in this announcement. The availability of the Offer to The Body Shop Shareholders who are not residentin and citizens of the United Kingdom may be affected by the laws of therelevant jurisdictions in which they are located or of which they are citizens.Such persons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdictions. Further detail in relation tooverseas shareholders is contained in the Offer Document. The Loan Notes which may be issued pursuant to the Loan Note Alternative havenot been, and will not be, registered under the Exchange Act or under thesecurities laws of any state or other jurisdiction of the United States; therelevant clearances have not been, and will not be, obtained from the securitiescommission of any province, territory or jurisdiction of Canada; and noprospectus has been lodged with, or registered by, the Australian Securities andInvestments Commission or the Japanese Ministry of Finance. Accordingly, unlessan exemption under such act or securities laws is available or unless otherwisedetermined by L'Oreal and permitted by applicable law and regulation, the LoanNotes may not be, offered, sold, resold, delivered or transferred, directly orindirectly, in or into the United States, Canada, Australia or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof, or require registration thereof in, such jurisdiction or to, or for theaccount or benefit of, a person located in the United States, Canada, Australiaor Japan. This document does not constitute an offer to sell, or thesolicitation of any offer to buy, any Loan Notes in any jurisdiction in whichsuch an offer or solicitation would be unlawful. Unless otherwise determined by L'Oreal, and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in, into orfrom, and will not be capable of acceptance in or from the United States, Canadaor Australia or any jurisdiction where to do so would constitute a breach ofsecurities laws in that jurisdiction. Accordingly, copies of this announcementare not being, and must not be, mailed or otherwise forwarded, distributed orsent in, into or from the United States, Canada or Australia or any jurisdictionwhere to do so would constitute a breach of securities laws in thatjurisdiction. Persons receiving this announcement (including custodians,nominees and trustees) should observe these restrictions and should not send ordistribute this announcement in, into or from any such jurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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