11th Apr 2005 10:02
Wolverhampton& Dudley Breweries PLC11 April 2005 FORM SAR 3 Date of disclosure 11 April 2005 DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING SUBSTANTIAL ACQUISITIONS OF SHARES ("SARs") Date of acquisition ...8 April 2005........................ Acquisition in .........Jennings Brothers plc...............(name of company) (1) Class of voting shares Number of shares/rights over If rights over shares acquired shares acquired, as opposed to the shares themselves, specify nature of rights (eg ordinary shares) ................-...shares Irrevocable undertaking from Frederic Robinson Limited to accept an offer for a cash consideration of not less than 360p.Ordinary...................... ..........2,555,059..rights The undertaking will relate to an announcement made by 7 April 2006 (or such later date as the parties may agree) under rule 2.5 of the City Code on Takeovers and Mergers of W& DB's firm intention to make an offer and will remain binding in the event that a higher competing offer for Jennings is made. The undertaking will case to be binding only if W&DB does not make such an announcement by 7 April 2006 or if the offer pursuant to such an announcement lapses or is withdrawn. For the duration of the irrevocable undertaking, the voting rights attaching to the relevant shares will be exercised on any resolution proposed at any general or class meeting of Jennings, and the rights attaching to the relevant shares to requisition or join in requisitioning any general or class meetings of Jennings will be exercised, only in accordance with W&DB's directions. (2) Resultant total holding Resultant total holding of Total percentageof voting shares (and % of rights over shares (and % oftotal voting shares in issue) total voting shares in issue) .........10,000... (0.09 %) .......2,555,059..(24.0 %) 2,565,059.(24.09 %) (3) Party making disclosure ...... Hoare Govett Limited............... (4) (a) Name of person acquiring shares or rights over shares.. The Wolverhampton & Dudley Breweries, PLC and, if different, beneficial owner............................................................................... (b) Names of any other persons acting by agreement or understanding ... FredericRobinson Limited, whose holding is subject to the irrevocable undertakingreferred to above Signed, for and on behalf of the party named in (3) above.................................................... (Also print name of signatory) .......Alex Carter.... Telephone and extension number ...... 020 7678 7717.... ______________________________________ Note 1. Under SAR 5, the holdings of and acquisitions by persons acting byagreement or understanding must be aggregated and treated as a holding of oracquisition by one person. Note 3 on SAR 5 requires persons who must aggregateholdings to disclose certain disposals. Note 2. The resultant total percentage holding of voting shares and rights overshares is to be calculated by reference to the percentage held and in issueoutside treasury. For full details of the SARs disclosure requirements, see Rules 3 and 5 of theSARs. If in doubt, contact the Panel on Takeovers and Mergers, MonitoringSection, Tel. No: 020 7638 0129. E-mail: [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Marstons