17th Jan 2007 15:07
Fonebak plc17 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOCanada, Australia, Japan, the Republic of South Africa and their respectiveprovinces and territories or any other jurisdiction where it is unlawful to doso ("Excluded territories"). Recommended Cash Offer by KBC Peel Hunt Ltd on behalf of Fonebak plc to acquire the entire issued and to be issued ordinary share capital of CRC Group plc All Offer conditions satisfied or waived save for admission of Placing Shares to AIM The Fonebak Board announces that, as at 1.00 p.m. on 17 January 2007, Fonebakhad received valid acceptances of the Offer for CRC in respect of a total of21,463,042 CRC Shares (including acceptances in respect of irrevocable undertakings and a letter of intent to Fonebak to accept the Offer),representing approximately 87.12 per cent. of CRC's issued share capital. TheFonebak Board also announces that at a meeting earlier today, they resolved toamend the condition as to acceptances such that the required acceptance levelfor the Offer be reduced from 90 per cent. to 86.5 per cent. The Fonebak Board is therefore pleased to announce that all of the conditions tothe Offer have now been satisfied or waived and that the Offer has beendeclared unconditional in all respects, save for admission of the Placing Sharesto AIM ("Admission"). Application has been made to have the 6,756,757 Placing Shares admitted totrading on AIM, and Admission is expected to occur at 8.00 a.m. on 24 January2007. Prior to the Offer being made, Fonebak received irrevocable undertakings toaccept the Offer from the CRC Directors and SVG Investment Managers Limited, aCRC Shareholder, in respect of, in aggregate, 3,715,132 CRC Shares whichrepresent approximately 15.1 per cent of the existing issued share capital ofCRC. Fonebak also received a letter from INVESCO Asset Management Ltd ("IAML"),a CRC Shareholder, confirming its current intention to accept (or to use all itsreasonable endeavours to procure acceptance of) the Offer in respect of afurther 3,427,500 CRC Shares, representing approximately 13.9 per cent. of theexisting issued share capital of CRC. IAML reserves its right to revise itscurrent intention in light of any additional information at any time. The letteris not legally binding. To the extent that IAML ceases to control any or all ofthese shares, the letter will cease to apply to such shares. Fonebak has received valid acceptances in respect of 7,127,632 of the CRC Shareswhich are the subject of such irrevocable undertakings and the letter of intentrepresenting 28.94 per cent. of the existing issued share capital of CRC.Fonebak has not yet received valid acceptances in respect of 15,000 CRC shareswhich are the subject of such irrevocable undertakings, representing 0.06 percent. of the existing issued share capital of CRC. As disclosed in the offer document (the "Offer Document") sent to CRCShareholders on 19 December 2006, KBC Peel Hunt Ltd, in its capacity as anon-exempt principal trader, has an interest in 50,000 CRC Shares. KBC Peel Hunthas indicated its intention to accept the Offer in respect of this interest.However, these 50,000 CRC Shares have not been included in the above totals. Save as disclosed in this announcement or in the Offer Document, neither Fonebaknor any persons acting or deemed to be acting in concert with it has anyinterest in (or a right to subscribe for or any short positions (whetherconditional or absolute and whether in the money or otherwise), including anyshort positions under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery inrespect of) or has borrowed or lent (save for any borrowed shares which haveeither been on-lent or sold) any CRC Shares. Notice is hereby given that the Offer will remain open for acceptance untilfurther notice, and CRC Shareholders who have not yet accepted the Offer areurged to do so as soon as possible. CRC Shareholders who hold their CRC Shares in certificated form and have not yetaccepted the Offer are encouraged to complete, sign and return the Form ofAcceptance in accordance with the instructions set out in the Offer Document andon the Form of Acceptance, so as to be received by Computershare InvestorServices PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol, BS99 1HZ(telephone number: +44 (0)870 707 1560) as soon as possible. CRC Shareholders who hold their CRC Shares in uncertificated form (that is, inCREST) and have not yet accepted the Offer are encouraged to take the action setout in paragraph 15(b) of the letter from KBC Peel Hunt set out in Part II ofthe Offer Document to transfer or procure the transfer of their CRC Shares to anescrow balance as soon as possible. Settlement of the cash consideration due under the Offer in respect of validacceptances which have been received and are valid and complete in all respects,will be despatched on or before 14 days following Admission. Settlement of theconsideration in respect of further acceptances which are valid and complete inall respects, will be despatched within 14 days of receipt. Terms defined in the Offer Document have the same meaning in this announcementunless the context otherwise requires. Enquiries Fonebak Tel: 01708 683 400Arthur Crocker (Finance Director) KBC Peel Hunt Ltd Tel: 020 7418 8900Jonathan MarrenGordon SuggettOliver Stratton Pelham Public Relations Tel: 0207 743 6670James HendersonPhilip Dennis General This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. Any acceptance or other response to theOffer Document should be made only on the basis of the information contained inthe Offer Document. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, email, telex or telephone) of interstate orforeign commerce, or of any facility of a national securities exchange, of anyof the Excluded Territories and cannot be accepted by any such use, means,instrumentality or facility or from within any of the Excluded Territories. Neither the Offer nor the Placing constitutes an offer of securities for sale,or the solicitation of an offer to buy securities in any Excluded Territory andthe new Fonebak Shares to be issued pursuant to the Placing have not been andwill not be registered under the United States Securities Act of 1933, or underthe laws of any state, district or other jurisdiction of the United States or ofany Excluded Territory and no regulatory clearances in respect of new FonebakShares have been or will be, applied for in any jurisdiction. Accordingly,unless an exemption under the US Securities Act of 1933 or other relevantsecurities laws is applicable, the new Fonebak Shares are not being, and may notbe offered, sold, resold, delivered or distributed, directly or indirectly, inor into the United States or any of the Excluded Territories or to, or for theaccount or benefit of, any US person or person resident in any of the ExcludedTerritories. KBC Peel Hunt, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, for investment business activities, is actingas financial adviser to Fonebak in connection with the Offer and no one else,and will not be responsible to anyone other than Fonebak for providing theprotections afforded to clients of KBC Peel Hunt nor for providing advice inrelation to the Offer, or any arrangement referred to herein. The Fonebak Directors and the CRC Directors, whose names are set out in theOffer Document, accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Fonebak Directorsand the CRC Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this announcement in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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