22nd Aug 2006 18:04
Notemachine Limited22 August 2006 Notemachine recommended cash offer for Scott Tod declared unconditional in all respects Not for release, publication or distribution, in whole or in part, in, into orfrom the USA, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction RECOMMENDED CASH OFFER FOR SCOTT TOD PLC ("SCOTT TOD") BY HINES ASSOCIATES LIMITED ON BEHALF OF NOTEMACHINE LIMITED ("NOTEMACHINE") 1. Offer unconditional in all respects On 1 August 2006, Hines Associates Limited made a recommended cash offer (the"Offer") on behalf of Notemachine to acquire the entire issued and to be issuedordinary share capital of Scott Tod for 21 pence per Scott Tod Share in cash.Notemachine announces that, valid acceptances having been received in respect ofScott Tod Shares representing more than 90 per cent. of the issued share capitalof Scott Tod plc, the Offer has become unconditional in all respects and willremain open for acceptance until further notice. 2. Detailed level of acceptance As at 1.00 p.m. on 22 August 2006, being the closing date of the Offer asannounced on 1 August 2006, valid acceptances of the Offer had been received inrespect of a total of 31,372,668 Scott Tod Shares, representing approximately92.94 per cent. of the existing issued share capital of Scott Tod. Prior to the announcement of the Offer on 13 July 2006, Notemachine receivedirrevocable undertakings to accept the Offer in respect of a total of 15,526,304Scott Tod Shares, representing, in aggregate, approximately 46 per cent. ofScott Tod's existing issued share capital. Valid acceptances have been receivedfrom each of the Scott Tod Shareholders that entered into these irrevocableundertakings comprising the Scott Tod Directors own beneficial holdings of ScottTod Shares, which amount, in aggregate, to 6,996,304 Scott Tod Sharesrepresenting approximately 20.73 per cent. of the existing issued ordinary sharecapital of Scott Tod; and Nicholas Tod and Harriet Tod's own beneficial holdingsof, in aggregate, 8,530,000 Scott Tod Shares, representing approximately 25.27per cent. of Scott Tod's existing issued share capital. Accordingly the validacceptances in respect of Scott Tod Shares received pursuant to theseirrevocable undertakings are as follows: Name Number of SharesDavid Massie 4,976,304Graham Ashley 317,391John Dixon 8,696Matthew Sneade 20,000Lawrence Watts 1,673,913Nicholas Tod 5,030,000Harriet Tod 3,500,000 Save as disclosed in this announcement and the Offer Document, neither RutlandPartners nor Notemachine nor any of the directors of Notemachine, nor anymembers of their immediate families of connected persons, nor any person actingin concert with Notemachine or Rutland Partners, nor any person with whomNotemachine or Rutland Partners or any person acting in concert with Notemachineor Rutland Partners held any Scott Tod Shares (or rights over such shares)before 13 March 2006, the first day of the Offer Period, nor has any such personacquired or agreed to acquire any such shares (or rights over such shares) sincethe commencement of the Offer Period. No such person has had an arrangement, orhad any short position in relation to relevant securities of Scott Tod (whetherconditional or absolute and whether in the money or otherwise), including anyshort position under a derivative, any agreement to sell or any deliveryobligations or right to require another person to purchase or take delivery, norhave any of the foregoing dealt in any relevant securities of Scott Tod duringthe Offer Period. 3. Consideration Settlement of the consideration to which any Shareholder is entitled will beeffected (i) in the case of acceptances received (complete in all respects) onor before 22 August 2006, by 5 September 2006; or (ii) in the case ofacceptances received (complete in all respects) after 22 August 2006 but whilethe Offer remains open, within 14 days of such receipt. 4. Compulsory Acquisition and cancellation of listing Application will be made to the London Stock Exchange for the cancellation ofthe admission to trading of Scott Tod Shares on AIM. It is expected that suchcancellation will take effect from 20 September 2006, being 20 business daysfollowing the date of this announcement. Cancellation of admission wouldsignificantly reduce the liquidity and marketability of any Scott Tod Shares notacquired by Notemachine. In addition, Notemachine intends in due course toimplement the procedures set out in sections 428 to 430F of the Companies Act toacquire compulsorily any outstanding Scott Tod Shares to which the Offerrelates. Scott Tod Shareholders who have not yet accepted the Offer and who hold ScottTod Shares in certificated form are urged to complete, sign and return the Formof Acceptance in accordance with the instructions set out in the Offer Documentand on the Form of Acceptance, so as to be received by Capita Registrars,Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU assoon as possible. If you hold your Scott Tod Shares in uncertificated form (thatis, in CREST) you are urged to accept the Offer by TTE instructions as soon aspossible. All terms defined in the Offer Document have the same meaning in thisannouncement, unless the context requires otherwise. Enquiries Notemachine Limited Paul Cartwright, Managing Partner of Rutland Partners LLP 020 7556 2600 Hines Associates Limited (Financial Adviser to Notemachine and Rutland Partners LLP) Andrew Doughty 020 7590 3076 Scott Tod plc David Massie, Chairman 020 7389 1770 KBC Peel Hunt Ltd (Joint Financial Adviser to Scott Tod) Jonathan Marren 020 7418 8900 IAF Securities Limited (Joint Financial Adviser to Scott Tod) Peter Addison 020 7747 7400 Cubitt Consulting Brian Coleman-Smith Nia Thomas 020 7367 5100 Hines Associates Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forNotemachine and Rutland Partners LLP and no one else in connection with theOffer and will not be responsible to anyone other than Notemachine and RutlandPartners LLP for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. KBC Peel Hunt, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Scott Tod and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Scott Tod for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. This announcement is not intended to and does not constitute, or form any partof, an offer or an invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Offer or otherwise. TheOffer is being made solely through the Offer Document, which contains the fullterms and conditions of the Offer, including details of how to accept the Offer.Any acceptance or other response to the Offer should be made only on the basisof the information contained in the Offer Document. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom. Persons who are not resident in the United Kingdom, orwho are subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about and observe any applicable legal and regulatoryrequirements. The Offer Document is available for public inspection and has beenposted on the websites of Scott Tod and Rutland Partners LLP. The Offer is not being made, and will not be made, directly or indirectly, in orinto the United States or by use of the mails of, or by any means orinstrumentality (including, without limitation, facsimile or other electronictransmission, telex or telephone) of inter-state or foreign commerce of, or anyfacility of, a national, state or other securities exchange of, the UnitedStates, nor is it being made, nor will it be made directly or indirectly in orinto Canada, Australia or Japan and the Offer will not be capable of acceptanceby any such use, means, instrumentality or facility or from within the UnitedStates, Canada, Australia or Japan or any other such jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction.Accordingly, copies of this announcement are not being, will not be and must notbe mailed or otherwise forwarded, distributed or sent in, into or from the USA,Canada, Australia or Japan or any other such jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement (including without limitation custodians, nomineesand trustees) must not mail, forward, distribute or send them in, into or fromthe USA, Canada, Australia or Japan or any other such jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningNotemachine and Scott Tod and shareholders of Notemachine. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Notemachine and ScottTod and shareholders of Notemachine assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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