2nd May 2006 17:41
Wolseley PLC02 May 2006 OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS OFFER UPDATE Wolseley Bristol Limited NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA ORJAPAN FOR IMMEDIATE RELEASE 2 May 2006 Recommended cash offer by UBS Limited ("UBS Investment Bank") on behalf of Wolseley Bristol Limited (a wholly-owned subsidiary of Wolseley plc) and (in the United States) by Wolseley Bristol Limited itself for Brandon Hire plc ("Brandon Hire") OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS On 10 April 2006, Wolseley Bristol Limited ("Wolseley Acquisitions") made arecommended cash offer for the entire issued and to be issued ordinary sharecapital of Brandon Hire plc (the "Offer"). Wolseley Acquisitions announces that all of the conditions of the Offer have nowbeen satisfied or waived and the Offer is now declared unconditional in allrespects. Wolseley Acquisitions announces that, as at 1.00 p.m. on 2 May 2006, validacceptances had been received in respect of a total of 30,389,390 Brandon HireShares, representing approximately 89.5 per cent of the issued share capital ofBrandon Hire. This total includes acceptances received in respect of 12,279,561Brandon Hire Shares (representing approximately 36.2 per cent. of the issuedshare capital of Brandon Hire) which were subject to irrevocable commitmentsprocured by Wolseley Acquisitions. As at 2 May 2006, Wolseley Acquisitions may count 30,389,390 Brandon Hire Shares(representing approximately 89.5 per cent of the issued share capital of BrandonHire) towards satisfaction of the acceptance condition to its Offer. In accordance with the conditions of the Offer, the Board of WolseleyAcquisitions has waived the requirement to receive acceptances in respect of notless than 90 per cent. of the Brandon Hire Shares to which the Offer relates andhas decided to declare the Offer unconditional as to acceptances having receivedacceptances in respect of Brandon Hire Shares carrying, in aggregate, more than50 per cent. of the voting rights exercisable at a general meeting of BrandonHire. All the other conditions of the Offer, set out in the Offer Document dated10 April 2006, have also been waived. The Offer has therefore becomeunconditional in all respects. The Offer will remain open for acceptance until further notice. At least 14days' notice will be given by an announcement before the Offer is closed. Brandon Hire Shareholders who wish to accept the Offer and who have not alreadydone so should: (i) in respect of certificated Brandon Hire Shares, complete the Form of Acceptance in accordance with the instructions printed on it/set out in the Offer Document and return it together with the share certificate(s) and/or other document(s) of title to Lloyds TSB Registrars at The Causeway, Worthing, West Sussex, BN99 6DA by post or (during normal business hours only) by hand or to Lloyds TSB Registrars at Princess House, 1 Suffolk Lane, London, EC4R 0AX by hand only (during normal business hours) as soon as possible; and (ii) in respect of uncertificated Brandon Hire Shares, accept electronically through CREST in accordance with the instructions set out in the Offer Document as soon as possible. Additional copies of the Offer Document and the Form of Acceptance can beobtained by telephoning Lloyds TSB Registrars on 0870 609 2158 (from within theUK) and +44 1903 276342 (from outside the UK). Settlement of the consideration due under the Offer will be dispatched (or, inrespect of Brandon Hire Shares held in uncertificated form, credited throughCREST) on or before 16 May 2006 in respect of Brandon Hire Shares for whichvalid and complete acceptances of the Offer have already been received or, inrespect of Brandon Hire Shares held in uncertificated form, for which ElectronicAcceptances have already been made. Settlement of the consideration in respectof valid acceptances received or made on or after 2 May 2006 will be dispatched(or, in respect of Brandon Hire held in uncertificated form, credited throughCREST) within 14 days of such acceptances being received or made. As anticipated in the Offer Document dated 10 April 2006, as and when WolseleyAcquisitions has received valid acceptances of the Offer in respect of orotherwise acquired 90 per cent. or more in value of the Brandon Hire Shares towhich the Offer relates, Wolseley Acquisitions will seek to acquire compulsorilythe Brandon Hire Shares for which it has not received valid acceptances of theOffer or otherwise acquired, pursuant to sections 428-430F of the Companies Act. As Wolseley Acquisitions has attained the required 75% of the voting rightsattaching to the Shares of Brandon Hire, Wolseley Acquisitions is taking stepsto procure the application by Brandon Hire for the cancellation of BrandonHire's listing on the Official List of the UK Listing Authority and thecancellation of trading in Brandon Hire Shares on the London Stock Exchange'smarket for listed securities. It is anticipated that cancellation of listing andtrading will take effect no earlier than 2 June 2006. Terms defined in the Offer Document dated 10 April 2006 have the same meaning inthis announcement. Enquiries: Wolseley plcInvestors/Analysts:Guy Stainer +44 118 929 8744Head of Investor Relations +44 773 977 8187 John English +1 513 771 9000Director of Investor Relations, +1 513 328 4900North America Press:Penny Studholme +44 118 929 8886Director of Corporate Communications +44 786 055 3834 UBS Investment Bank +44 207 568 1000(Financial adviser to Wolseley)Liam BeereTim WaddellJames Robertson The availability of the Offer to persons outside the United Kingdom may beaffected by the laws of other jurisdictions. Such persons should informthemselves and observe any applicable requirements of those jurisdictions. The Offer is not being made in or into, and is not capable of acceptance in orfrom, Canada, Australia or Japan. Accordingly, copies of this announcement andany offer documents are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in, into or from, Canada, Australia or Japan.Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute documents in or into Canada, Australia or Japan. This press release does not constitute the solicitation of an offer to buysecurities in Canada, Australia or Japan or in any other jurisdiction in whichsuch solicitation would be unlawful. UBS Investment Bank is acting for Wolseley Bristol Limited and Wolseley plc inconnection with the Offer and no-one else and will not be responsible to anyoneother than Wolseley Bristol Limited and Wolseley plc for providing theprotections offered to clients of UBS Investment Bank nor for providing advicein relation to the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ferguson