11th Jul 2005 08:36
Go-Ahead Group PLC11 July 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN For immediate release 11 July 2005 The Go-Ahead Group plc Recommended Cash Offer for Southern Vectis plc (the "Offer") Compulsory acquisition of outstanding Southern Vectis Shares On 20 June 2005, The Go-Ahead Group plc ("Go-Ahead") declared that therecommended cash offer to acquire the whole of the issued and to be issuedordinary share capital of Southern Vectis plc ("Southern Vectis") wasunconditional in all respects. As at 3.00 p.m. on 8 July 2005, the latest practicable date prior to the makingof this announcement, Go-Ahead had received valid acceptances under the Offer inrespect of 19,119,949 Southern Vectis Shares, representing approximately 96.79per cent. in value of the Southern Vectis Shares. Go-Ahead is today implementing the procedure under sections 428 to 430F of theCompanies Act 1985, as amended, to acquire compulsorily all of the outstandingSouthern Vectis Shares which it does not already hold or has not alreadyacquired, contracted to acquire or in respect of which it has not alreadyreceived valid acceptances and has dispatched notices under section 429 of theCompanies Act to all Southern Vectis Shareholders who have not accepted theOffer. The Offer for the entire issued and to be issued ordinary share capital ofSouthern Vectis, as set out in the Offer Document, will remain open foracceptance until further notice. Terms defined in the Offer Document have the same meanings when used in thisannouncement. Enquiries: The Go-Ahead Group plc Southern Vectis plcChristopher Moyes Stuart LinnIan Butcher Ian Palmer Tel: 0191 232 3123 Tel: 01983 522 456 Dresdner Kleinwort Wasserstein Smith & Williamson Corporate FinanceLimited LimitedCharles Batten Azhic BasirovJames Rudd Siobhan SergeantDavid Whiteley Tel: 020 7623 8000 Tel: 020 7637 5377 Weber Shandwick Square MileRichard HewsRachel TaylorStephanie Badjonat Tel: 020 7067 0700 The Offer is not being made, directly or indirectly, in or into, any USRestricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdiction,or by use of the mails of, or by any means, instrumentality or by any facilitiesof a national, state or other securities exchange of any US RestrictedJurisdiction, Canada, Australia, Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility, or from within any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction and doing so may render invalid anypurported acceptance of the Offer. Accordingly, copies of this Announcement, theOffer Document, the Form of Acceptance and any related offering documents arenot being and must not be mailed, forwarded, sent, transmitted or otherwisedistributed in, into or from any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction and all persons receiving such documents(including, without limitation, custodians, nominees and trustees) shouldobserve these restrictions and must not distribute, forward, mail or transmit orsend them in, into or from any US Restricted Jurisdiction, Canada, Australia,Japan or any such other jurisdiction. Any person (including without limitation,custodians, nominees and trustees) who would otherwise intend to forward thisAnnouncement to any jurisdiction outside the United Kingdom or to OverseasShareholders, should seek appropriate professional advice before taking anyaction. Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively asfinancial adviser to Go-Ahead and for no one else in connection with the Offerand the contents of this Announcement and no one else and will not beresponsible to anyone other than Go-Ahead for providing the protections affordedto customers of Dresdner Kleinwort Wasserstein Limited or for affording advicein relation to the Offer or in relation to the contents of this Announcement,the Offer Document or any other matter referred to in the Offer Document or thisAnnouncement. Smith & Williamson Corporate Finance Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Southern Vectis and no one else in connection with the Offer and the contents of this announcement and will not be responsible to anyone other than Southern Vectis for providing the protections afforded to customers of Smith & Williamson Corporate Finance Limited or for giving advice in relation to the Offer or in relation to the contents of this Announcement, the Offer Document or any other matter described in the Offer Document or this announcement. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities, pursuant to theOffer or otherwise. The full terms and conditions of the Offer, includingdetails of how the Offer may be accepted, are set out in the Offer Document andthe Form of Acceptance. The Offer Document and the Form of Acceptance have beenmade available to those Southern Vectis Shareholders who are able to receivethem, as a result of the laws of the jurisdictions in which they are resident.Southern Vectis Shareholders are advised to read the Offer Document and the Formof Acceptance as they contain important information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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