17th Jan 2006 07:01
Persimmon PLC17 January 2006 Not for release, publication or distribution, in whole or part, in, into or from the United States, Canada, Australia or Japan. FOR IMMEDIATE RELEASE 17 January 2006 RECOMMENDED CASH OFFER by CITIGROUP GLOBAL MARKETS LIMITED on behalf of PERSIMMON PLC ("PERSIMMON") for WESTBURY PLC ("WESTBURY") Offer declared unconditional in all respects 1. Offer unconditional in all respects Persimmon, having received valid acceptances of the Offer in respect of WestburyShares representing more than 61 per cent. of Westbury's issued share capital,announces that the acceptance condition to the Offer has been satisfied. Furtherto the announcement on 6 January 2006 that Persimmon Shareholders have approvedthe Acquisition and the announcement on 23 December 2005 that the Office of FairTrading has decided not to refer the Acquisition to the Competition Commission,all the conditions of the Offer have now been satisfied and/or waived.Accordingly, the Offer has been declared unconditional in all respects and willremain open for acceptance until further notice. 2. Detailed level of acceptances As at 3.00 p.m. (London time) on 16 January 2006, valid acceptances of the Offerhad been received in respect of a total of 70,827,883 Westbury Shares,representing approximately 61.6 per cent. of Westbury's issued share capital.(Of these valid acceptances, valid elections for the Loan Note Alternative hadbeen received in respect of a total of 1,960,647 Westbury Shares, representingapproximately 1.7 per cent. of Westbury's issued share capital.) None of theseacceptances were received from persons acting in concert with Persimmon.Accordingly, the Offer has been declared unconditional as to acceptances. On 24 November 2005, being the date of the announcement of the Offer, Persimmonannounced that it had received irrevocable undertakings to accept (or procurethe acceptance of) the Offer in respect of a total of 310,951 Westbury Shares,representing approximately 0.3 per cent. of Westbury's issued share capital.Valid acceptances have been received in respect of 295,156 of those WestburyShares, representing approximately 0.3 per cent. of Westbury's issued sharecapital. All of these acceptances are included in the total of valid acceptancesreferred to above. As announced on 24 November 2005, Persimmon acquired 30,000,000 Westbury Sharesthereby increasing its total holding of Westbury Shares to 30,000,001,representing approximately 26.1 per cent. of Westbury's issued share capital. Accordingly, as at 3.00 p.m. (London time) on 16 January 2006, Persimmon eitherowned or had received valid acceptances in respect of a total of 100,827,884Westbury Shares representing approximately 87.7 per cent. of Westbury's issuedshare capital. 3. Consideration Settlement of the consideration due under the Offer will, on or before 30January 2006, be dispatched by first class post (in the case of holders ofcertificated Westbury Shares or holders of uncertificated Westbury Shares whohave elected to take up Loan Notes) to or credited to the relevant CRESTaccounts (in the case of holders of uncertificated Westbury Shares) of WestburyShareholders who have validly accepted the Offer on or before 16 January 2006. Consideration due under the Offer will be dispatched (in the case of holders ofcertificated Westbury Shares or holders of uncertificated Westbury Shares whohave elected to take up Loan Notes) to or credited to the relevant CRESTaccounts (in the case of holders of uncertificated Westbury Shares) of WestburyShareholders who validly accept the Offer after 16 January 2006 within 14 daysof receipt of an acceptance valid in all respects. 4. Delisting and Compulsory Acquisition Application will be made to the Financial Services Authority for thecancellation of the listing of the Westbury Shares on the Official List and tothe London Stock Exchange for the cancellation of the admission to trading ofWestbury Shares on the London Stock Exchange, with each expected to take effectfrom 14 February 2006, being 20 business days following the date of thisannouncement. In addition, if sufficient acceptances are received, Persimmon intends toimplement the procedures set out in sections 428 to 430F (inclusive) of theCompanies Act to acquire compulsorily any Westbury Shares to which the Offerrelates. Westbury Shareholders who have not yet accepted the Offer and who hold WestburyShares in certificated form are urged to complete, sign and return the Form ofAcceptance to Computershare Investor Services PLC as soon as possible. WestburyShareholders who have not yet accepted the Offer and who hold Westbury Shares inuncertificated form are urged to make acceptance electronically through CREST sothat the TTE Instruction settles as soon as possible. Westbury Shareholders whohold Westbury Shares as a CREST sponsored member, should refer to their CRESTsponsor as only their CREST sponsor will be able to send the necessary TTEInstruction to CRESTCo. Terms defined in the Offer Document shall have the same meanings in thisannouncement. The term "acting in concert" shall have the same meaning as in theCity Code. Persimmon PLC Tel: 01904 642 199Mike Killoran, Group Finance DirectorNeil Francis, Group Company Secretary Citigroup Global Markets Limited Tel: 020 7986 4000Philip Robert-TissotDimitrios GeorgiouNigel Mills (Corporate Broking)Andrew Forrester (Corporate Broking) Finsbury Group Tel: 020 7251 3801Edward OrlebarFaeth Birch Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forPersimmon and no one else in connection with the Offer and will not beresponsible to any other person for providing the protections afforded toclients of Citigroup Global Markets Limited or for providing advice in relationto the Offer. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The Offer is not being and will not be made, directly or indirectly, in or into,or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile or electronic transmission, telex, internet ortelephone) of interstate or foreign commerce of, or any facility of a national,state or other securities exchange of, the United States, Canada, Australia orJapan and the Offer will not be capable of acceptance by any such use, means,instrumentality or facility from or within the United States, Canada, Australiaor Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Persimmon