19th Oct 2005 07:37
Trinity Mirror PLC19 October 2005 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. RECOMMENDED CASH OFFER OF 20.25 PENCE PER SHARE BY UBS INVESTMENT BANK ON BEHALF OF TRINITY MIRROR ACQUISITIONS LIMITED (A WHOLLY-OWNED SUBSIDIARY OF TRINITY MIRROR PLC) FOR THE HOTGROUP PLC OFFER EXTENDED TO 25 OCTOBER 2005 1. Level of acceptances On 13 September 2005, UBS Investment Bank made a recommended cash offer (the"Offer") on behalf of Trinity Mirror Acquisitions, a wholly owned subsidiary ofTrinity Mirror, to acquire the entire issued and to be issued ordinary sharecapital of hotgroup for 20.25 pence per hotgroup Share in cash. The Directors of Trinity Mirror are pleased to announce that, as at 3.00 p.m. on18 October 2005, being the closing date of the Offer as announced on 4 October2005, valid acceptances of the Offer had been received in respect of a total of220,908,736 hotgroup Shares, representing approximately 88.07 per cent. of theexisting issued share capital of hotgroup. Prior to the announcement of the Offer on 1 September 2005, Trinity MirrorAcquisitions had received irrevocable undertakings to accept the Offer from thehotgroup Directors in respect of a total of 23,807,340 hotgroup Sharesrepresenting approximately 9.49 per cent. of the existing issued share capitalof hotgroup (9.54 per cent. of the issued share capital of hotgroup immediatelyprior to announcement of the Offer). Valid acceptances have been received inrespect of all these hotgroup Shares as shown below: Directors of hotgroup Number of hotgroup Shares Irrevocably Committed Anthony Reeves 8,557,468Harvey Sinclair 3,025,633Steve Wright 403,162Don Hanson 11,505,680John Sanderson 315,397 Prior to the announcement of the Offer on 1 September 2005, Trinity MirrorAcquisitions had also received an irrevocable undertaking to accept the Offerfrom Morley Fund Management in respect of a total of 24,327,796 hotgroup Sharesrepresenting approximately 9.70 per cent. of the existing issued share capitalof hotgroup (9.75 per cent. of the issued share capital of hotgroup immediatelyprior to announcement of the Offer). In addition, it was announced on 1September 2005 that an undertaking to accept (or procure the acceptance of) theOffer had been received from New Star Asset Management in respect of 24,226,019hotgroup Shares, representing 9.66 per cent. of the existing issued sharecapital of hotgroup (9.71 per cent. of the issued share capital of hotgroupimmediately prior to announcement of the Offer). As announced on 30 September2005, Trinity Mirror has been informed by New Star Asset Management that itsholding of hotgroup Shares is 20,496,799 representing 8.17% of the existingissued share capital of hotgroup, and that its irrevocable undertaking shouldhave been given in respect of this lower figure. New Star Asset Management hasconfirmed that in all other respects its irrevocable undertaking remains correctand legally binding. Valid acceptances have been received in respect of allthese hotgroup Shares as shown below: Morley Fund Management 24,327,796New Star Asset Management 20,496,799 On such revised basis, Trinity Mirror Acquisitions had received irrevocableundertakings to accept (or procure the acceptance of) the Offer in respect of anaggregate of 68,631,935 hotgroup Shares, representing approximately 27.36% ofthe Company's existing issued share capital. Save as disclosed in this announcement and in the Offer Document, neitherTrinity Mirror nor Trinity Mirror Acquisitions nor any person acting in concertwith Trinity Mirror or Trinity Mirror Acquisitions for the purposes of the Offerheld any hotgroup Shares (or rights over such shares) before 22 June 2005, thefirst day of the Offer Period, nor has any such person acquired or agreed toacquire any such shares (or rights over such shares) since the commencement ofthe Offer Period. 2. Extension of the Offer The Offer, which remains subject to the terms and conditions set out in theOffer Document, is being extended for 7 days and will remain open for acceptanceuntil the next closing date which will be 3.00 p.m. on 25 October 2005. (Anyfurther extensions of the Offer will be publicly announced by 8.00 a.m. on thebusiness day following the day on which the Offer was otherwise due to expire,or such later time or date as the Panel may agree). hotgroup Shareholders who have not yet accepted the Offer and who hold hotgroupShares in certificated form are urged to complete, sign and return the Form ofAcceptance as soon as possible and, in any event, so as to be received by postor by hand by Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London EC4Rno later than 3.00 p.m. (London time) on 25 October 2005. If you hold yourhotgroup Shares in uncertificated form (that is, in CREST) you are urged toaccept the Offer by TTE instructions as soon as possible and, in any event, soas to be settled not later than 3.00 p.m. on 25 October 2005. All terms defined in the Offer Document have the same meaning in thisannouncement, unless the context requires otherwise. ENQUIRIES Trinity Mirror Sly Bailey +44 (0) 20 7293 3000Vijay Vaghela +44 (0) 20 7293 3000 UBS Investment Bank (financial adviser to Trinity Mirror)Adam Joy +44 (0) 20 7567 8000 Jonathan Evans +44 (0) 20 7567 8000 UBS Investment Bank is acting exclusively for Trinity Mirror and for no one elsein relation to the Offer and will not be responsible to anyone other thanTrinity Mirror for providing the protections afforded to clients of UBSInvestment Bank or for giving advice in relation to the Offer or any othermatter referred to in this announcement. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. The Offer is not being made, and will not be made, directly or indirectly, in orinto, or by the use of the mails or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce or by any facilities of a national securities exchange of, the UnitedStates of America, Canada, Australia or Japan and the Offer will not be capableof acceptance by any such use, means, instrumentality or facility or from withinthose jurisdictions. Accordingly, copies of this announcement are not being, andmust not be, mailed, transmitted or otherwise forwarded, distributed or sent, inwhole or in part, in, into or from the United States of America, Canada,Australia or Japan. Custodians, nominees and trustees should observe theserestrictions and should not send or distribute this announcement in, into orfrom the United States of America, Canada, Australia or Japan. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any securities, nor shall there be any sale,issuance or transfer of the securities referred to in this announcement in anyjurisdiction in contravention of applicable law. The Offer is made solely bythe Offer Document and the Form of Acceptance accompanying the Offer Document(both dated and despatched on 13 September 2005), which contains the full termsand conditions of the Offer, including details of how the Offer may be accepted. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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