12th Jan 2006 07:01
Daily Mail & General Trust PLC12 January 2006 Fastcrop PLC - Offer UpdateEmbargoed for release at 07:00 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN 12 January 2006 Recommended Offers for Fastcrop plc (the "Offers") by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") on behalf of Daily Mail and General Holdings Limited ("DMGH") Offers declared unconditional in all respects 1. Summary DMGH announces that, following the passing of resolutions at the ExtraordinaryGeneral Meeting (the "EGM") of Fastcrop plc ("Fastcrop") on 11 January 2006 andhaving received acceptances in respect of over 75% of the issued share capitalof each class of Fastcrop Share, the Offers have been declared unconditional inall respects. 2. Results of EGM At the EGM of Fastcrop on 11 January 2006 the six resolutions proposed toFastcrop Shareholders as detailed in the Notice of Extraordinary General Meetingsent to Fastcrop Shareholders on 8 December 2005, were duly passed. 3. First Closing Date of the Offer - acceptances As at 1.00 p.m. (London time) on 11 January 2006, the first closing date of theOffers, valid acceptances had been received in respect of the following FastcropShares: Fastcrop Share Class Shares Percentage of Class A 41,903,347 86.4% B 5,900,000 100.0% C 7,979,952 97.4% Prior to the announcement of the Offers on 8 December 2005, DMGH had receivedirrevocable undertakings to accept the Offers in respect of the followingFastcrop Shares: Fastcrop Share Class Shares Percentage of Class A 37,074,362 76.4% B 5,900,000 100.0% C 7,884,370 96.2% Valid acceptances of the Offers have been received by all those FastcropShareholders that had given irrevocable undertakings in respect of all theFastcrop Shares shown in the table above. Save as disclosed in this announcement and in the Offer Document, neither DMGHnor any person acting in concert with DMGH for the purposes of the Offers heldany Fastcrop Shares (or rights over such shares) before 8 December 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. 4. Offers wholly unconditional and Offers extended All the conditions of the Offers have now been satisfied and/or waived.Accordingly, the Offers have been declared unconditional in all respects. The'B' Offer has been accepted in full in respect of existing Fastcrop New 'B'Shares and will be closed at 1 p.m. on 25 January 2006 to any Fastcrop New 'B'Shares issued on the exercise of options under the Fastcrop Share OptionSchemes. The 'A' Offer and the 'C' Offer will remain open for acceptance until 1p.m. on 25 January 2006 (i.e. 14 days after the First Closing Date). Any furtherextensions of the 'A' Offer and the 'C' Offer will be publicly announced by 8.00a.m. on the business day following the day on which the 'A' Offer and the 'C'Offer were otherwise due to expire, or such later time or date as the Panel mayagree. Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible. 5. Consideration Settlement of the consideration due under the Offers will be dispatched by firstclass post on or before 25 January 2006 to Fastcrop Shareholders who havevalidly accepted the Offers on or before 11 January 2006. Thereafter,consideration will be dispatched to Fastcrop Shareholders who validly accept theOffers within 14 days of receipt of an acceptance valid in all respects. 6. Definitions The definitions used in this announcement shall have the same meaning given tothem in the Offer Document dated 8 December 2005. Enquiries: DMGH Andrew Hart, Managing Director of Associated New Ventures Limited +44 (0) 20 7927 8675 Peter Williams, Finance Director, DMGH +44 (0) 20 7938 6631 PricewaterhouseCoopers (financial adviser to DMGH) Simon Boadle, Partner +44 (0) 20 7212 4118 Olivier Wolf, Partner +44 (0) 20 7212 3864 Tulchan Communications Group Limited (PR adviser to DMGH) Andrew Honnor +44 (0) 20 7353 4200 Peter Hewer +44 (0) 20 7353 4200 Fastcrop Ian Springett, Chief Executive +44 (0) 20 7432 4000 Close Brothers Corporate Finance Limited (financial adviser to Fastcrop) Peter Alcaraz, Director +44 (0) 20 7655 3100 Jago Dean PR Limited (PR adviser to Fastcrop) James Jago +44 (0) 20 7228 5464 Alison Dean +44 (0) 20 7228 5464 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. PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for DMGH and for no one else in relation to the Offers andwill not be responsible to anyone other than DMGH for providing the protectionsafforded to clients of PricewaterhouseCoopers LLP or for giving advice inrelation to the Offers or any other matter referred to in this announcement. Close Brothers Corporate Finance Limited, which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor Fastcrop plc and no-one else in connection with the Offers and other mattersdescribed in this document and will not be responsible to anyone other thanFastcrop plc for providing the protections afforded to clients of Close BrothersCorporate Finance Limited or for giving advice in relation to the Offers or anyother matters described in this document. The Offers are not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of, the United States, Canada,Australia, South Africa or Japan. The Offers should not be accepted by any suchuse, means, instrumentality or facility or from or within the United States,Canada, Australia, South Africa or Japan. Doing so may render invalid anypurported acceptance of the Offers. Accordingly, this announcement, the OfferDocument and the Forms of Acceptance and any related Offer documents are notbeing mailed, transmitted or otherwise forwarded, distributed or sent in, intoor from the United States, Canada, Australia, South Africa or Japan. The ability of Fastcrop shareholders who are not resident in the United Kingdomto accept the Offers may be affected by the laws of the relevant jurisdictionsin which they are located. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable requirements. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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