23rd Aug 2006 07:00
PRESS ANNOUNCEMENTNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA ORJAPAN23 August 2006RECOMMENDED OFFER FOR DX SERVICES PLC ("DX SERVICES") BY MAIL ACQUISITIONSLIMITED ("MAL")Offer wholly unconditionalFurther to the announcement made on 7 July 2006 by MAL of its intention to makean offer to acquire the entire issued and to be issued share capital of DXServices (the "Offer"), MAL announces that all conditions relating to the Offerhave been satisfied or waived. Accordingly the Offer is wholly unconditional.The Offer will remain open for acceptance until further notice.Terms used in this announcement shall have the meaning given to them in theOffer Document dated 10 July 2006.Level of acceptancesAs at 1.00 pm on 22 August 2006, valid acceptances had been received in respectof a total of 73,686,907 DX Shares representing approximately 87.69 per cent.of the issued share capital of DX Services to which the Offer relates (being84,032,129 DX Shares).This total includes acceptances in respect of 23,563,388 DX Shares for whichMAL had received irrevocable undertakings to accept the Offer representingapproximately 28.04 per cent. of the issued share capital of DX Services.Save as disclosed in the Offer Document, neither MAL nor any person acting inconcert with MAL for the purposes of the Offer held any DX Shares (or rightsover such shares) before 4 July 2006, the first day of the Offer Period, norhas any such person acquired or agreed to acquire any such shares (or rightsover such shares) since the commencement of the Offer Period.Settlement under the OfferSettlement of the consideration due under the Offer will be dispatched (or, inrespect of DX Shares held in uncertificated form, credited through CREST) on orbefore 6 September 2006 in respect of DX Shares for which valid acceptances ofthe Offer were received by 1.00 p.m. on 23 August 2006 or, in respect of DXShares held in uncertificated form, for which Electronic Acceptances had beenmade bythat time. Settlement of the consideration in respect of valid acceptancesreceived or made after 23August 2006 will be dispatched (or, in respect of DX Shares held inuncertificated form, credited through CREST) within 14 days of the receipt ofsuch acceptances.Cancellation of listing of DX Shares and compulsory acquisitionAs a result of the Offer being declared wholly unconditional, it is MAL'sintention to procure the making of an application by DX Services to the UKListing Authority for the cancellation of the listing of the DX Shares on theOfficial List and to the London Stock Exchange for the cancellation of thetrading in DX Shares on its market for listed securities. Such cancellationwill take effect no earlier than 20 Business Days following the date of thisannouncement.In addition, at such time as MAL has contracted to acquire more than 90 percent. of the DX Shares to which the Offer relates, MAL intends to exercise itsrights in accordance with Schedule 2 to the Takeovers Directive (InterimImplementation) Regulations 2006 to acquire the remaining DX Shares.Further acceptancesFor DX Shares held in certificated form, Forms of Acceptance not yet returnedshould be completed and returned in accordance with the instructions set out inthe Offer Document and on the Form of Acceptance so as to be received as soonas possible.For DX Shares held in uncertificated form, Electronic Acceptances should bemade in accordance with the instructions set out in the Offer Document so thatsettlement occurs as soon as possible.Additional copies of the Offer Document and the Form of Acceptance can beobtained from Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, LondonEC4R 0AX during normal business hours.Enquiries:CandoverMarek Gumienny +44 (0)20 7489 9848PricewaterhouseCoopers (advisers to MAL and Candover Partners Limited)Simon Boadle +44 (0)20 7583 5000Simon Hawes +44 (0)20 7583 5000Coolin Desai +44 (0)20 7583 5000Lazard (advisers to Candover Partners Limited)Peter Kiernan +44 (0)20 7187 2000Samuel Bertrand +44 (0)20 7187 2000Panmure Gordon (broker to Candover Partners Limited)Tim Linacre +44 (0)20 7459 3600Richard Gray +44 (0)20 7459 3600Tulchan (PR adviser to Candover Partners Limited)Julie Foster +44 (0)7799 894262Paul Harris +44 (0)20 7427 1569This 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.The Offer has been made solely through the Offer Document and the Form ofAcceptance, which together contain the full terms and conditions of the Offer,including details of how to accept the Offer. Any acceptance or other responseto the Offer should be made only on the basis of the information contained inthe Offer Document and the Form of Acceptance. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom or the United States. In particular, the Offer is notbeing made, directly or indirectly, in Canada, Australia or Japan. Persons whoare not resident in the United Kingdom or the United States, or who are subjectto the laws of any jurisdiction other than the United Kingdom or the UnitedStates, should inform themselves about and observe any applicable legal andregulatory requirements.Whilst the Offer is being made available to DX Shareholders in the UnitedStates, the right to tender DX Shares is not being made available in anyjurisdiction in the United States in which the making of such Offer or theright to tender such DX Shares would not be in compliance with the laws of suchjurisdiction.It may be difficult for DX Shareholders in the United States to enforce theirrights and any claim arising out of the US federal securities laws, since MALand DX Services are located outside of the United States and some or all oftheir officers and directors may be resident outside of the United States. DXShareholders in the United States may not be able to sue a foreign company orits officers or directors in a foreign court for violations of the USsecurities laws. Further, it may be difficult to compel a foreign company andits affiliates to subject themselves to a US court's judgment.PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for Mail Acquisitions Limited and Candover Partners andfor no one else in relation to the Offer and will not be responsible to anyoneother than Mail Acquisitions Limited and Candover Partners for providing theprotections afforded to clients of PricewaterhouseCoopers LLP, or for givingadvice in relation to the Offer or any matter referred to herein.Lazard & Co., Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority for investment business activities, isacting exclusively as financial adviser to Candover Partners and no one else inconnection with the Offer and will not be responsible to anyone other thanCandover Partners for providing the protections afforded to clients of Lazard &Co., Limited or for providing advice in relation to the Offer or any othermatters referred to herein.ENDCANDOVER INVESTMENTS PLCRelated Shares:
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