19th Dec 2006 07:02
Fonebak plc19 December 2006 19 December 2006 FOR IMMEDIATE RELEASE RECOMMENDED CASH OFFER FOR CRC GROUP PLC ("CRC") BY KBC PEEL HUNT LTD ON BEHALFOF FONEBAK PLC ("FONEBAK") Posting of the Offer Document Further to the announcement of the Offer on 14 December 2006 (the 'OfferAnnouncement'), Fonebak announces that the Offer Document, containing a letterof recommendation from the Chairman of CRC and the full terms and conditions ofthe Offer, has today been posted to CRC Shareholders, together with the Form ofAcceptance (for CRC Shareholders who hold their shares in certificated form). Inaddition, the Circular convening an extraordinary general meeting of Fonebak tobe held at 10.00 a.m. on 11 January 2007 at which the resolutions necessary toeffect the Placing will be proposed, has today been posted to FonebakShareholders. To accept the Offer in respect of CRC Shares held in certificated form, the Formof Acceptance should be completed, signed and returned by CRC Shareholders inaccordance with the instructions set out in paragraph 15(a) of the letter fromKBC Peel Hunt in Part II of the Offer Document and on the Form of Acceptance, soas to be received by Computershare Investor Services PLC, PO Box 859, ThePavillions, Bridgwater Road, Bristol BS99 1HZ as soon as possible and, in anyevent, no later than 1.00 p.m. on 10 January 2007. To accept the Offer in respect of CRC Shares held in uncertificated form (thatis, in CREST), CRC Shareholders should take the action set out in paragraph 15(b) of the letter from KBC Peel Hunt in Part II of the Offer Document totransfer those CRC Shares to an escrow balance as soon as possible and, in anyevent, by no later than 1.00 p.m. on 10 January 2007. Copies of the Offer Document and Form of Acceptance are available for inspectionduring normal business hours at the registered office of Fonebak and at theoffices of DLA Piper (UK) LLP, 3 Noble Street, London EC2V 7EE, whilst the Offerremains open for acceptance. Copies of the Circular are available for inspection from the registered officeof Fonebak and from the offices of KBC Peel Hunt, 111 Old Broad Street, LondonEC2N 1PH, during normal office hours from the date of the Circular until thedate which is one month following Admission. Terms defined in the Offer Announcement shall have the same meanings in thisannouncement unless the context requires otherwise. Enquiries: Fonebak 01708 683 400Gordon Shields (Non-executive Chairman)Arthur Crocker (Finance Director) KBC Peel Hunt (Financial Adviser, Nominated Adviser and brokerto Fonebak) 0207 418 8900Jonathan MarrenGordon SuggettOliver Stratton CRC 01844 261 900Gary Stokes (Chief Executive Officer)David Kelham (Chief Financial Officer) Rothschild (Financial Adviser and Nominated Adviser to CRC) 0121 600 5252Roger Hemming KBC Peel Hunt, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, for investment business activities, is actingas financial adviser to Fonebak in connection with the Offer and no one else,and will not be responsible to anyone other than Fonebak for providing theprotections afforded to clients of KBC Peel Hunt nor for providing advice inrelation to the Offer, or any arrangement referred to herein. Rothschild, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting for CRC and no one else in relationto the Offer and will not be responsible to anyone other than CRC for providingthe protections afforded to clients of Rothschild nor for providing advice inrelation to the Offer or any arrangement referred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, email, telex or telephone) of interstate orforeign commerce, or of any facility of a national securities exchange, of anyof the Excluded Territories and cannot be accepted by any such use, means,instrumentality or facility or from within any of the Excluded Territories. Neither the Offer nor the Placing constitutes an offer of securities for sale,or the solicitation of an offer to buy securities in or into the United Statesor in any Excluded Territory and the new Fonebak Shares to be issued pursuant tothe Placing have not been and will not be registered under the United StatesSecurities Act of 1933, or under the laws of any state, district or otherjurisdiction of the United States or of any Excluded Territories and noregulatory clearances in respect of new Fonebak Shares have been or will be,applied for in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act of 1933 or other relevant securities laws is applicable, the newFonebak Shares are not being, and may not be offered, sold, resold, delivered ordistributed, directly or indirectly, in or into the United States or in any ofthe Excluded Territories or to, or for the account or benefit of, any US personor person resident in any of the Excluded Territories. This announcement contains a number of forward-looking statements relating tothe Fonebak Group and the CRC Group with respect to, among others, thefollowing: financial condition; results of operations; the business of theEnlarged Group; future benefits of the acquisition of the CRC Shares pursuant tothe Offer; and management plans and objectives. Fonebak and CRC consider anystatements that are not historical facts as "forward-looking statements". Theyinvolve a number of risks and uncertainties that could cause actual results todiffer materially from those suggested by the forward-looking statements.Important factors that could cause actual results to differ materially fromestimates or forecasts contained in the forward-looking statements include,among others, the following possibilities: future revenues are lower thanexpected; costs or difficulties relating to the integration of the businesses ofthe Fonebak Group and the CRC Group, or of other future acquisitions, aregreater than expected; expected cost savings from the transaction or from otherfuture acquisitions are not fully realised or realised within the expected timeframe; competitive pressures in the industry increase; general economicconditions or conditions affecting the relevant industries, whether globally orin the places where the Fonebak Group and the CRC Group conduct business areless favourable than expected, and/or conditions in the securities market areless favourable than expected. This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to purchase anysecurities, pursuant to the Offer or otherwise. The Offer will be made solely bythe Offer Document and, in the case of CRC Shares in certificated form, the Formof Acceptance accompanying the Offer Document, which contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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