26th Jan 2006 07:01
Daily Mail & General Trust PLC26 January 2006 Embargoed for release at 7:00 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN 26 January 2006 Recommended Offers for Fastcrop plc (the "Offers") by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") on behalf of Daily Mail and General Holdings Limited ("DMGH") 'A' Offer and 'C' Offer extended 1. Background DMGH announced on 12 January 2006 that, following the passing of resolutions atthe Extraordinary General Meeting (the "EGM") of Fastcrop plc ("Fastcrop") on 11January 2006 and having received acceptances in respect of over 75% of theissued share capital of each class of Fastcrop Share, the Offers were declaredunconditional in all respects and that the Offers would remain open foracceptance until 1.00 pm on 25 January 2006. 2. Acceptances update As at 1.00 p.m. (London time) on 25 January 2006, the second closing date of theOffers, valid acceptances had been received in respect of the following FastcropShares: Fastcrop Share Class Shares Percentage of Class A 44,495,719 91.7% B 5,900,000 100% C 8,195,952 100% 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% 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. 3. 'B' Offer closed DMGH announced on 12 January 2006 that the 'B' Offer had been accepted in fullin respect of Fastcrop New 'B' Shares then in issue and would be closed at 1p.m. on 25 January 2006 to any Fastcrop New 'B' Shares issued on the exercise ofoptions under the Fastcrop Share Option Schemes. Therefore the 'B' Offer has nowclosed. 4. 'A' Offer and 'C' Offer extended The 'A' Offer and 'C' Offer have been extended and will remain open foracceptance until 1 p.m. on 8 February 2006 (i.e. 14 days after the secondclosing date). Any further extensions of the 'A' Offer and 'C' Offer will bepublicly announced by 8.00 a.m. on the business day following the day on whichthe 'A' Offer and 'C' Offer were otherwise due to expire, or such later time ordate as the Panel may agree. 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 and in any event by 1pmon 8 February 2006. 5. Consideration Settlement of the consideration due under the Offers will be dispatched toFastcrop Shareholders who validly accept the Offers within 14 days of receipt ofan 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. 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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