10th Nov 2006 13:44
Castle Bidco Limited10 November 2006 For immediate releaseNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 10 November 2006 Castle Bidco Limited Statement re: Potential Offer for Crest Nicholson Plc ("Crest Nicholson") Castle Bidco Limited ("Castle Bidco"), a company wholly owned by Bank ofScotland Corporate (acting via its Joint Ventures team) and West Coast Capital(together the "Consortium") notes the announcement made by Crest Nicholsonearlier today. Castle Bidco confirms that it made a proposal to the Board of Crest Nicholson ata price of 585 pence per share payable in cash subject to a number ofpre-conditions (which Castle Bidco reserves the right to waive in whole or inpart) and that the Board of Crest Nicholson has rejected that proposal. Castle Bidco yesterday acquired 26,200,000 shares in Crest Nicholson at a priceof 585 pence per share. Castle Bidco today acquired a further 110,243 shares atan average price of 582.6181 pence and a maximum price of 585 pence. A further announcement will be made in due course. This announcement does not amount to a firm intention to make an offer toacquire the entire issued share capital of Crest Nicholson and accordingly,there can be no certainty that any offer to acquire the entire issued sharecapital of Crest Nicholson will be made by Castle Bidco even if thepre-conditions referred to above are satisfied or waived. Enquiries: N M Rothschild & Sons Limited +44 (0)20 7280 5000Alex MidgenKevin Ramsden Panmure GordonTim Linacre +44 (0)20 7614 8300Gilbert Ellacombe The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. Dealing Disclosure Requirements: Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Crest Nicholson, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Crest Nicholson, they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Crest Nicholson by Bank of Scotland Joint Ventures, West CoastCapital, Castle Bidco or Crest Nicholson, or by any of their respective"associates", must be disclosed by no later than 12 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/new. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Bank of Scotland Corporate is a division of the Governor and Company of the Bankof Scotland. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Crest Nicholson