22nd Jan 2007 07:02
Grainger Trust PLC22 January 2007 22 January 2007 Grainger Trust plc Recommended cash offer for The Capital Appreciation Trust (Isle of Man) plc (the "Offer") Offer declared unconditional in all respects Grainger Trust plc ("Grainger") announces that, as at 12.00 noon on 19 January2007, being the final closing date of the Offer, valid acceptances of the Offerhad been received by Grainger Retirement Housing Limited ("GRHL"), a whollyowned subsidiary of Grainger, in respect of 44,897,977.87 CAT Shares(representing approximately 91.48 per cent. of the CAT Shares to which the Offerrelates). Condition 1 in Part A of Appendix 1 of the Offer Document allows GRHL to declarethe Offer unconditional as to acceptances as long as GRHL have received from theNominee valid acceptances of the Offer in respect of not less than 90 per cent.in nominal value of the CAT Shares. All other conditions to the Offer have beensatisfied or are hereby waived. Accordingly, the Offer is declaredunconditional in all respects and will remain open for acceptance until furthernotice. Prior to the announcement of the Offer on 1 December 2006, the CAT Directors whoare also CAT Shareholders and certain other CAT Shareholders irrevocablyundertook to direct the Nominee to accept the Offer in respect of theiraggregate beneficial holdings of 23,798,614.59 CAT Shares (representingapproximately 48.5 per cent. of the CAT Shares to which the Offer relates).Valid acceptances in respect of those CAT Shares have been included in the levelof valid acceptances above. CAT Shareholders who have not yet directed the Nominee to accept the Offer arereminded to complete and return their Form of Direction, together with theircertificate(s) of beneficial ownership, as soon as possible. The consideration to which a CAT Shareholder is entitled under the Offer will beeffected:- (a) in the case of those CAT Shareholders who have already returned Formsof Direction directing the Nominee to accept the Offer together with theircertificate(s) of beneficial ownership (and the Nominee has delivered to GRHLthe relevant Form of Acceptance in respect of such CAT Shareholders), within 14days of today's date; or (b) in the case of those CAT Shareholders who return Forms of Directiondirecting the Nominee to accept the Offer after today's date or who havereturned Forms of Direction before today's date but without their certificate(s)of beneficial ownership, within 14 days of receipt by GRHL of the relevant Formsof Acceptance from the Nominee, following the Nominee's receipt of the Form ofDirection or certificate(s) of beneficial ownership (as appropriate). GRHL intends to exercise its rights pursuant to Isle of Man law to acquirecompulsorily the remaining CAT Shares on the same terms as the Offer. It isalso currently anticipated that the CAT Shares will be de-listed from theOfficial List of the Channel Islands Stock Exchange and CAT's listing in thisregard will thereby be cancelled. The Offer remains subject to the terms and conditions set out in the OfferDocument. Save where the context otherwise requires, the definitions of certainexpressions used in this announcement are contained in the Offer Document dated1 December 2006. Enquiries: Grainger Trust plcAndrew Cunningham: 0191 269 1819Marie Glanville: 0191 269 1819 JPMorgan CazenoveRoger Clarke: 020 7588 2828 Financial DynamicsStephanie Highett: 020 7831 3113Dido Laurimore: 020 7831 3113 JPMorgan Cazenove, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for GRHL in connection with the Offer and for noone else and will not be responsible to anyone other than GRHL for providing theprotections afforded to clients of JPMorgan Cazenove, or for providing advice inrelation to the Offer or any other matter. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Grainger plc