Offer Unconditional
24 April 2009 - 12:45PM
UK Regulatory
TIDMCET
This announcement is not for release, publication or distribution in
or into any jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction.
Announcement - for immediate release
Recommended cash offer by Ryecroft Glenton on behalf of Maymask (15)
Limited to acquire the entire issued and to be issued share capital
of
Centrom Group Plc
Date: 24 April 2009
Offer declared unconditional in all respects
Maymask is pleased to announce that, as at 11.00am on 24 April 2009,
valid acceptances of the Offer had been received in respect of a
total of 161,599,343 Centrom Shares, representing approximately 75.32
per cent. of the entire issued share capital of Centrom.
The Offer was conditional on Maymask receiving valid acceptances in
respect of not less than 90 per cent. (or such lower percentage as
Maymask may decide) of Centrom Shares to which the Offer relates,
subject to Maymask acquiring or agreeing to acquire (pursuant to the
Offer or otherwise) more than 50 per cent. of the Centrom Shares.
Maymask announces that it has elected to waive the requirement to
receive acceptances of not less than 90 per cent. and that, having
acquired or agreed to acquire approximately 75.32 per cent. of the
Centrom Shares, the Offer is declared unconditional as to
acceptances.
The Maymask Board is therefore now pleased to announce that all of
the conditions to the Offer have now been satisfied or waived and
that, accordingly, the Offer is today declared unconditional in all
respects.
As announced by Maymask on 13 March 2009, Maymask received
irrevocable undertakings to accept (or procure the acceptance of) the
Offer from the directors of Centrom who hold Centrom Shares in
respect of their entire beneficial holdings of, in aggregate,
19,988,876 Centrom Shares, representing approximately 9.32 per cent.
of the Centrom entire issued share capital. In addition, irrevocable
undertakings to accept (or procure the acceptance of) the Offer were
received by Maymask from one other Centrom Shareholder, Mark
Venables, in respect of his entire beneficial holding of, in
aggregate, 62,855,085 Centrom Shares, representing approximately
29.30 per cent. of the entire issued share capital of Centrom. In
total, therefore, Maymask received irrevocable undertakings to accept
(or procure the acceptance of) the Offer in respect of, in aggregate,
82,843,961 Centrom Shares, representing approximately 38.62 per cent.
of the entire issued share capital of Centrom. All of these Centrom
Shareholders have now accepted (or procured the acceptance of) the
Offer to such extent.
Notice is hereby given that the Offer will remain open for acceptance
until further notice. Centrom Shareholders who have not yet accepted
the Offer are urged to do so as soon as possible.
Centrom Shareholders who have not yet accepted the Offer and who hold
their Centrom Shares in certificated form (that is, not in CREST) are
urged to accept the Offer by completing, signing and returning the
Form of Acceptance in accordance with the instructions set out in the
Offer Document and on the Form of Acceptance so as to be received by
Capita Registrars Limited, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible.
Centrom Shareholders who have not yet accepted the Offer and who hold
their Centrom Shares in uncertificated form (that is, in CREST) are
urged to accept the Offer by sending (or procuring the sending of) a
TTE Instruction in accordance with the instructions set out in the
Offer Document as soon as possible.
Cancellation of trading on AIM
Maymask intends, as soon as it is practicable to do so, to procure
that Centrom applies for the cancellation of admission to trading on
AIM of the Centrom Shares. It is anticipated that the cancellation of
trading on AIM of the Centrom Shares will take effect no earlier than
20 Business Days from today.
Settlement of consideration
Settlement of the consideration due under the Offer in respect of
valid acceptances which have been received and are complete in all
respects will be despatched on or before 8 May 2009. Settlement of
the consideration in respect of further acceptances which have been
received and are valid and complete in all respects will be
despatched within 14 days of receipt thereof.
Disclosures
Prior to 15 January 2009 (the commencement of the Offer Period),
neither Maymask nor any person acting in concert with Maymask held
any Centrom Shares or other securities of Centrom.
Save under the Offer, neither Maymask nor any person acting in
concert with Maymask has acquired or agreed to acquire any Centrom
Shares or other securities of Centrom during the Offer Period.
Terms contained in the Offer Document have the same meanings in this
announcement unless the context otherwise requires.
Enquiries:
Maymask 07801 522311
Hugh Blair, Managing Director
Ryecroft Glenton (Financial Adviser to Maymask) 0191 281 1292
Nigel Wyrley-Birch, Partner
This announcement will be posted on the website of Centrom Group PLC
at www.centrom.com/investors.
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