7th Jan 2005 07:00
Wolverhampton& Dudley Breweries PLC07 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. 7 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 SCALING BACK OF PARTIAL SHARE ALTERNATIVE W&DB announces that, as at the close of business on 6 January 2005, validelections for the Partial Share Alternative had been received in respect of11,334,710 Burtonwood Ordinary Shares, which will result in 3,866,813 New W&DBShares being issued. Accordingly, elections will be scaled back such that Burtonwood OrdinaryShareholders who made a valid election for the Partial Share Alternative by theclose of business on 6 January 2005 will receive approximately 0.3411 New WDBShares for each Burtonwood Ordinary Share with the remainder of theirconsideration payable in cash or Loan Notes in accordance with their specificelections. The New WDB Shares will be admitted to the Official List of the UKLA at 8.00a.m. today. 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 is no longer possible to make a valid election for thePartial Share Alternative as valid elections have already been received for themaximum number of New W&DB Shares available under the Partial Share Alternative. Terms defined in the Offer Document have the same meaning in this announcement. EnquiriesMcQueen 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:
Marstons