23rd Jun 2006 13:33
Solitaire Real Estate Holdings Ltd23 June 2006 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 23 June 2006 Recommended cash offer By Corporate Synergy Plc on behalf of Solitaire Real Estate Holdings Limited ("SREH") to acquire Solitaire Group plc ("Solitaire") Offer declared unconditional in all respects SREH announces that all conditions of the Offer have been satisfied or waivedand that the Offer has been declared unconditional in all respects and willremain open until 3.00 p.m. (London time) on 7 July 2006. If you hold Solitaire Shares in certificated form, to accept the Offer, youshould complete, sign and return a Form of Acceptance for each holding as soonas possible and, in any event, so as to be received by Capita Registrars,Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU byno later than 3.00 p.m. (London time) on 7 July 2006. Acceptances in respect ofuncertificated Solitaire Shares should be made electronically through CREST sothat the TTE Instruction settles by no later than 3.00 p.m. (London time) on 7July 2006. If you hold Solitaire Shares as a CREST sponsored member, you shouldrefer to your CREST sponsor as only your CREST sponsor will be able to send thenecessary TTE Instruction to CRESTCo. Additional Forms of Acceptance are available from Capita Registrars by telephoneon 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) or atthe address referred to above. Compulsory acquisition, cancellation of admission to AIM and re-registration By virtue of acceptances of the Offer SREH has acquired or agreed to acquiremore than 90 per cent. of the Solitaire Shares to which the Offer relates andintends to exercise its rights pursuant to sections 428 to 430F (inclusive) ofthe Companies Act 1985 (as amended) to acquire compulsorily any outstandingSolitaire Shares not acquired or agreed to be acquired pursuant to the Offer. SREH intends to procure that Solitaire makes an application for cancellation ofthe trading in Solitaire Shares on AIM. It is anticipated that such cancellationwill take effect no earlier than 20 business days after the date of thisannouncement. Accordingly it is anticipated that such cancellation will takeplace on 21 July 2006, or as soon as practicable thereafter. The cancellation of admission of Solitaire's Shares to AIM would significantlyreduce the liquidity and marketability of any Solitaire Shares not assented tothe Offer and their value may be affected as a consequence. It is also anticipated that after such cancellation, SREH will seek to procurethe re-registration of Solitaire as a private company under the relevantprovisions of the Companies Act. Level of acceptances SREH announces that, as at 11:30 a.m. on 23 June 2006, valid acceptances of theOffer had been received in respect of a total of 4,964,001 Solitaire Shares,which carry in aggregate approximately 99.29 per cent of the voting rightsexercisable at a general meeting of Solitaire. Prior to making the Offer, SREH obtained irrevocable undertakings to accept, orprocure the acceptance of, the Offer from Solitaire Directors in respect of, inaggregate, 2,663,513 Solitaire Shares, representing approximately 53.27 percent. of the existing issued ordinary share capital of Solitaire. Elsina Limited ("Elsina"), a company connected with SREH, beneficially owns500,000 Solitaire Shares, representing approximately 10 per cent. of theexisting issued ordinary share capital of Solitaire. Mr Vincent Tchenguiz, apotential discretionary beneficiary of the Tchenguiz Family Trust, beneficiallyowns 999,001 Solitaire Shares, representing approximately 19.98 per cent. of theexisting issued ordinary share capital of Solitaire. Furthermore, Mr StephenCoe, a director of Investec Trust (Guernsey) Limited, the trustee of theTchenguiz Family Trust, is interested in 700 Solitaire Shares, representingapproximately 0.01 per cent. of the existing issued ordinary share capital ofSolitaire. The acceptances received pursuant to the irrevocable undertakings and fromElsina, Vincent Tchenguiz and Stephen Coe are included in the total number ofvalid acceptances referred to above. Save as set out above, as at 11.30 a.m. on 23 June 2006, neither SREH nor anyperson acting in concert with it had an interest in or right to subscribe forrelevant securities in Solitaire. Consideration Settlement of the consideration due under the Offer in respect of acceptanceswhich have been received and are valid and complete in all respects will bedespatched by first class post (in the case of certificated holders) or creditedto the relevant CREST account (in the case of uncertificated holders) on orbefore 7 July 2006. Settlement of the consideration in respect of furtheracceptances which are valid and complete in all respects will be despatched assoon as practicable and in any event within 14 days of receipt of suchacceptances. Responsibility The directors of SREH and Vincent Tchenguiz, in his capacity as chairman of theConsensus Business Group which provides advisory services to the trustees of theTchenguiz Family Trust, accept responsibility for all the information containedin this announcement. To the best of their knowledge and belief (having takenall reasonable care to ensure that such is the case), the information containedin this announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. Definitions in this announcement have the same meaning as contained in the OfferDocument. Enquiries Corporate Synergy Plc (Financial adviser to SREH) 020 7448 4400 Rhod Cruwys Brian Stockbridge David Seal Dealing Disclosure Requirements The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "Offer Period" is deemed to commenceat the time when an announcement is made of a proposed offer, with or withoutterms. Accordingly, the offer period began on 2 May 2006. Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Solitaire Group plc, all "dealings" in any "relevant securities" of that company (including by means of anoption in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Solitaire Group plc, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Solitaire Group plc by SREH or Solitaire Group plc, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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