1st Aug 2006 16:37
Rutland Trust PLC01 August 2006 Scott Tod plc - Offer Document Posted 1 August 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the USA, Canada, Australia, Japan or any other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction FOR IMMEDIATE RELEASE RECOMMENDED CASH OFFER FOR SCOTT TOD PLC ("SCOTT TOD") BY HINES ASSOCIATESLIMITED ON BEHALF OF NOTEMACHINE LIMITED ("NOTEMACHINE") Posting of the Offer Document Further to the announcement of the Offer on 13 July 2006 (the 'OfferAnnouncement'), Notemachine announces that the Offer Document, containing aletter of recommendation from the Chairman of Scott Tod and the full terms andconditions of the Offer has today been posted to Scott Tod Shareholders,together with the Form of Acceptance. To accept the Offer in respect of Scott Tod Shares held in certificated form,the Form of Acceptance should be completed, signed and returned by Scott TodShareholders in accordance with the instructions set out in the Offer Documentand on the Form of Acceptance, so as to be received by Capita Registrars,Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU assoon as possible and, in any event, no later than 1.00 p.m. on 22 August 2006. To accept the Offer in respect of Scott Tod Shares held in uncertificated form(that is, in CREST), Scott Tod Shareholders should take the action set out inparagraph 13(ii) of the letter from Hines Associates Limited to transfer thoseScott Tod Shares to an escrow balance as soon as possible and, in any event, byno later than 1.00 p.m. on 22 August 2006. Copies of the Offer Document and Form of Acceptance are available for inspectionduring normal business hours at Taylor Wessing, 50 Victoria Embankment, LondonEC4Y 0DX. Terms defined in the Offer Announcement shall have the same meanings in thisannouncement unless the context requires otherwise. Enquiries Notemachine Limited 020 7556 2600Paul Cartwright, Managing Partner of Rutland Partners LLP Hines Associates Limited 020 7590 3076(Financial Adviser to Notemachine and Rutland Partners LLP)Andrew Doughty Scott Tod plc 020 7389 1770David Massie, Chairman KBC Peel Hunt Ltd (Joint Financial Adviser to Scott Tod) 020 7418 8900Jonathan Marren IAF Securities Limited (Joint Financial Adviser to Scott Tod) 020 7747 7400Peter Addison Cubitt Consulting 020 7367 5100Brian Coleman-SmithNia Thomas Hines Associates Limited ("HAL"), which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forNotemachine and Rutland Partners LLP and no one else in connection with theOffer and will not be responsible to anyone other than Notemachine and RutlandPartners LLP for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. KBC Peel Hunt, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Scott Tod and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Scott Tod for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. This announcement is not intended to and does not constitute, or form any partof, an Offer or an invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Offer or otherwise. TheOffer is being made solely through the Offer Document, which contains the fullterms and conditions of the Offer, including details of how to accept the Offer.Any acceptance or other response to the Offer should be made only on the basisof the information contained in the Offer Document. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom. Persons who are not resident in the United Kingdom, orwho are subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about and observe any applicable legal and regulatoryrequirements. The Offer Document will be available for public inspection andalso be posted on the websites of Scott Tod and Rutland Partners LLP. The Offer will not be made, directly or indirectly, in or into the United Statesor by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile or other electronic transmission, telex ortelephone) of inter-state or foreign commerce of, or any facility of, anational, state or other securities exchange of, the United States, nor will itbe made directly or indirectly in or into Canada, Australia or Japan and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within the United States, Canada, Australia or Japan or anyother such jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction. Accordingly, copies of this announcement are notbeing, will not be and must not be mailed or otherwise forwarded, distributed orsent in, into or from the USA, Canada, Australia or Japan or any other suchjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction and persons receiving this announcement (including withoutlimitation custodians, nominees and trustees) must not mail, forward, distributeor send them in, into or from the USA, Canada, Australia or Japan or any othersuch jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningNotemachine and Scott Tod and shareholders of Notemachine. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Notemachine and ScottTod and shareholders of Notemachine assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. Not for release, publication or distribution, in whole or in part, in, into orfrom the USA, Canada, Australia, Japan or any other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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