6th Jan 2005 07:00
Wolverhampton& Dudley Breweries PLC06 January 2005 OFFERS UPDATE The Wolverhampton & Dudley Breweries, PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTOCANADA, AUSTRALIA OR JAPAN EMBARGOED UNTIL 7.00 A.M. 6 January 2005 Recommended Cash Offers by The Wolverhampton & Dudley Breweries, PLC and (outside the United States) by McQueen Limited on its behalf for Burtonwood PLC OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS On 8 December 2004, The Wolverhampton & Dudley Breweries, PLC (W&DB) made offersfor the entire issued and to be issued ordinary share capital (the OrdinaryOffer) of Burtonwood PLC (Burtonwood) and the entire issued and to be issuedpreference share capital of Burtonwood (the Preference Offer, together with theOrdinary Offer, the Offers) as set out in the offer document of that date (theOffer Document). W&DB now announces that all of the conditions of the Ordinary Offer have beensatisfied or waived and the Ordinary Offer is now declared unconditional in allrespects. The condition to the Preference Offer has now also been satisfied and thePreference Offer is also now declared unconditional in all respects. W&DB announces that, as at 3.00 p.m. on 5 January 2005, valid acceptances hadbeen received in respect of a total of 20,150,837 Burtonwood Ordinary Shares,representing approximately 92.4 per cent of the issued ordinary share capital ofBurtonwood and 108,541 Burtonwood Preference Shares, representing approximately24.1 per cent of the issued preference share capital of Burtonwood. Inaddition, as at 3.00 p.m. on 5 January 2005, valid elections for the PartialShare Alternative had been received in respect of 11,258,212 Burtonwood OrdinaryShares, which will result in the maximum number of 3,867,056 New W&DB Sharesbeing issued and elections being scaled back pro rata, as nearly as practicable. As at 3 December 2004, the date of announcement of the Offers, W&DB had receivedirrevocable undertakings to accept (or procure the acceptance of) the OrdinaryOffer from the Directors of Burtonwood (other than William Cran) and theirrelated parties and certain other Burtonwood Ordinary Shareholders in respect of11,256,724 Burtonwood Ordinary Shares, representing approximately 51.9 per centof the then issued ordinary share capital of Burtonwood. Valid acceptances havebeen received in respect of 11,194,274 Burtonwood Ordinary Shares that weresubject to these irrevocable undertakings, representing approximately 51.3 percent of the existing issued share capital of Burtonwood, all of which areincluded in the valid acceptances referred to above. The Offers (including the Loan Note Alternatives) will remain open foracceptance until further notice. However, in accordance with the terms set outin the Offer Document, it will not be possible after today to make a validelection for the Partial Share Alternative as valid elections have already beenreceived for the maximum number of New W&DB Shares available under the PartialShare Alternative. Burtonwood shareholders who wish to accept the Offers and who have not done soshould: (i) in respect of certificated Burtonwood Shares, complete therelevant Form(s) of Acceptance in accordance with the instructions printed on it/them and return it/them together with their share certificates and/or otherdocument(s) of title to Capita IRG Plc, Corporate Actions, PO Box 166, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TH by post or (during normalbusiness hours) by hand, as soon as possible; and (ii) in respect of uncertificated Burtonwood Shares, acceptelectronically through CREST in accordance with the instructions set out in theOffer Document as soon as possible. The consideration due to accepting Burtonwood Shareholders will be despatchedeither on or before 20 January 2005 in respect of acceptances complete in allrespects and received by 6 January 2005, or within 14 days of the date ofreceipt of further acceptances which are valid and complete in all respects. As stated in the Offer Document, as and when W&DB has received valid acceptancesunder either of the Offers in respect of, and/or otherwise acquired, 90 per centor more in value of the Burtonwood Shares to which that Offer relates, W&DB willseek to acquire compulsorily the Burtonwood Shares for which it has not receivedvalid acceptances of the relevant Offer or otherwise acquired, pursuant tosections 428-430F of the Companies Act 1985. In addition, W&DB intends to procure that Burtonwood applies both to the UKLAfor the cancellation of the listing of Burtonwood Shares on the Official List ofthe UKLA and to the London Stock Exchange for the cancellation of trading of therelevant Burtonwood Shares on the London Stock Exchange's market for listedsecurities. It is anticipated that such cancellations will take effect noearlier than 3 February 2005 which is 20 business days from the date of thisannouncement. Application has been made to the UK Listing Authority and the London StockExchange for up to 3,867,056 New W&DB Shares to be admitted to the Official Listand to trade on the London Stock Exchange. The New W&DB Shares will rank paripassu with the existing issued ordinary shares of W&DB. Dealings in the New W&DB Shares are expected to commence at 8.00 a.m. on 7 January 2005. Save as disclosed above, neither W&DB nor any person acting, or deemed to beacting, in concert with W&DB held any Burtonwood Shares or rights overBurtonwood Shares immediately before the start of the offer period on 29November 2004 or has acquired or agreed to acquire any Burtonwood Shares orrights over Burtonwood Shares since that date. Terms defined in the Offer Document have the same meaning in this announcement. Enquiries McQueen 020 7667 6861Jim FallonGeorge Fleet Hoare Govett 020 7678 8000Christopher Zeal gcg hudson sandler 020 7796 4133Andrew HayesNick Lyon The Offers, including the Partial Share Alternative and the Loan NoteAlternatives, are not being made, directly or indirectly, in or into and willnot be capable of acceptance in or from Canada, Australia or Japan. Custodians,nominees and trustees should observe these restrictions and should not send ordistribute documents in or into Canada, Australia or Japan. The New W&DB Shares and the Loan Notes have not been, and will not be,registered under or offered in compliance with applicable securities laws of anystate, province, territory or jurisdiction of Canada, Australia or Japan and therelevant clearances have not been, and will not be, obtained from the securitiescommission of any province of Canada, and no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance. Accordingly, the New W&DB Shares and the LoanNotes may not (unless an exemption under the relevant securities laws isapplicable) be offered, sold, resold, delivered or transferred, directly orindirectly, in or into Canada, Australia or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, a person located or resident in Canada, Australia or Japan. The New W&DB Shares and the Loan Notes have not been, and will not be,registered under the US Securities Act or under the securities laws of anyjurisdiction of the United States. Neither the SEC nor any US state securitiescommission has approved or disapproved of the securities offered in connectionwith the Ordinary Offer, or determined if this announcement is accurate orcomplete. Any representation to the contrary is a criminal offence. The Offers are being made in the United States pursuant to an exemption from theUS tender offer rules provided by Rule 14d-1(c) under the US Exchange Act. TheOrdinary Offer is also being made pursuant to an exemption from the registrationrequirements of the US Securities Act provided by Rule 802 thereunder. New W&DBShares issued pursuant to the Ordinary Offer will be "restricted securities",within the meaning of Rule 144(a)(3) under the US Securities Act, to the sameextent and proportion as the Burtonwood Ordinary Shares tendered into theOrdinary Offer. The Loan Notes are being issued solely to offer tax advantagesnot available in the United States. Accordingly, the Loan Notes may not beoffered, sold, resold, delivered or transferred, directly or indirectly, in orinto the United States (or to persons resident in the United States). The LoanNotes will not be listed on any stock exchange. McQueen, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for W&DB and no-one else inconnection with the Offers and will not be responsible to anyone other than W&DBfor providing the protections afforded to clients of McQueen nor for providingadvice in relation to the Offers or in relation to the content of thisannouncement. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities pursuant to theOffers or otherwise. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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