Offer Update - Wholly Unconditional
29 Oktober 2010 - 4:22PM
UK Regulatory
TIDMRB. TIDMSSL
RNS Number : 2919V
Reckitt Benckiser Group PLC
29 October 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 October 2010
RECKITT BENCKISER GROUP PLC
Recommended cash offer
for
SSL International plc ("SSL")
by
Reckitt Benckiser plc
(a wholly-owned subsidiary of Reckitt Benckiser Group plc ("Reckitt Benckiser"))
OFFER UPDATE - WHOLLY UNCONDITIONAL
Introduction
Reckitt Benckiser announces that all of the conditions to the recommended cash
offer for SSL have been satisfied or waived and, accordingly, the Offer is
declared wholly unconditional.
The Offer will remain open until further notice and at least 14 days' notice
will be given of the closing of the Offer. SSL Shareholders who have not yet
accepted the Offer are urged to do so without delay.
Commenting on today's announcement, Bart Becht, Chief Executive Officer of
Reckitt Benckiser, said:
"I am pleased that SSL shareholders have supported the transaction. The
acquisition of SSL significantly strengthens Reckitt Benckiser's presence in
global health and personal care, and adds two new Powerbrands with good further
growth potential to our current portfolio. The transaction will also materially
enhance the scale and critical mass of Reckitt Benckiser's businesses in China
and Japan.
Given the good growth potential of the SSL business combined with the expected
cost synergies of around GBP100 million per annum by the end of 2012, SSL is an
attractive transaction for Reckitt Benckiser's shareholders."
Level of Acceptances
As at 1:00 p.m. (London time) on 29 October 2010 (being the third closing date
of the Offer), Reckitt Benckiser plc had received valid acceptances from SSL
Shareholders in respect of 186,950,707 SSL Shares representing approximately
86.24 per cent. of the existing issued share capital of SSL. These acceptances
include acceptances received in respect of 383,722 SSL Shares (representing
approximately 0.18 per cent. of the existing issued share capital of SSL) which
were subject to irrevocable commitments procured by Reckitt Benckiser plc from
all of the SSL Directors[1].
As at 1:00 p.m. (London time) on 29 October 2010, Reckitt Benckiser may count
186,950,707 SSL Shares (representing approximately 86.24 per cent. of the
existing issued share capital of SSL) towards the satisfaction of the acceptance
condition to the Offer (as set out in paragraph (A) of Part A of Appendix I of
the Offer Document) (the "Acceptance Condition").
Acceptance Condition reduced and Offer wholly unconditional
Reckitt Benckiser announces that it has reduced the percentage of SSL Shares
required to satisfy the Acceptance Condition to 50 per cent. plus one SSL Share.
Accordingly, in light of the acceptances referred to above, the Offer has
become unconditional as to acceptances.
All of the other conditions to the Offer have been satisfied or waived and,
accordingly, the Offer is wholly unconditional.
Delisting
As the Offeror is in receipt of valid acceptances which result in it having
agreed to acquire SSL Shares carrying at least 75 per cent. of the voting rights
attaching to the issued ordinary share capital of SSL, Reckitt Benckiser has
requested that SSL applies to the UK Listing Authority for the cancellation of
the listing of SSL Shares on the Official List and to the London Stock Exchange
for the cancellation of admission to trading of SSL Shares on its main market
for listed securities. Accordingly, it is expected that a 20 Business Days'
notice period for the cancellation of the listing of SSL Shares on the Official
List and the trading of SSL Shares on the London Stock Exchange's main market
for listed securities will commence on Monday, 1 November 2010. It is
anticipated that cancellation of listing and trading would then take effect on
or shortly after 8.00 a.m. (London time) on Monday, 29 November 2010. Such
cancellation and de-listing will reduce the liquidity and marketability of any
SSL Shares not assented to the Offer at that time.
It is also proposed that, after SSL Shares are delisted, SSL will be
re-registered as a private company.
Compulsory acquisition
The Offeror intends, in the event that it receives acceptances of the Offer in
respect of, or otherwise acquires, 90 per cent. or more of the SSL Shares to
which the Offer relates, to exercise its rights pursuant to the relevant
provisions of the Companies Act 2006 to acquire compulsorily any remaining SSL
Shares to which the Offer relates on the same terms as the Offer.
Settlement
The consideration to which any SSL Shareholder is entitled under the Offer will
be settled (i) in the case of valid acceptances received on or before 1:00 p.m.
(London time) on the date of this announcement, on or before 12 November 2010;
and (ii) in the case of valid acceptances received after the date of this
announcement but while the Offer remains open for acceptance, within 14 days of
such receipt, in each case in the manner described in the Offer Document.
Extension of the Offer and further acceptances
The Offer will remain open for acceptance until further notice. At least 14
days' notice will be given to those SSL Shareholders who have not then accepted
the Offer prior to the closing of the Offer. SSL Shareholders who have not yet
accepted the Offer are urged to do so as soon as possible.
If you hold your SSL Shares in certificated form (that is, not in CREST), to
accept the Offer you must complete, sign and return the Form of Acceptance
(together with your share certificate(s) and any other documents of title) to
Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. If you have any questions about completing your Form
of Acceptance or require additional Forms of Acceptance, please contact Capita
Registrars by telephoning 0871 664 0321 from within the UK or +44 20 8639 3399
from outside the UK.[2]
If you hold your SSL Shares in uncertificated form (that is, in CREST), to
accept the Offer you should follow the procedure for Electronic Acceptance
through CREST. If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action as only your CREST sponsor will be able
to send the necessary TTE instructions to Euroclear in relation to your SSL
Shares.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at the offices of Slaughter and May at One Bunhill
Row, London, EC1Y 8YY while the Offer remains open for acceptance.
Interests in relevant securities
Save as disclosed in this announcement, neither the Offeror nor, so far as the
Offeror is aware, any person acting in concert (within the meaning of the City
Code) with the Offeror, (a) is interested in, or has any rights to subscribe
for, any relevant securities of SSL, (b) has any short position (whether
conditional or absolute and whether in the money or otherwise) in respect of
relevant securities of SSL, including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery, or (c) has borrowed or lent any relevant
securities of SSL (save for any borrowed shares which have been either on-lent
or sold).
As at close of business on 28 October 2010, being the latest practicable date
prior to publication of this announcement, the following person acting in
concert with the Offeror was interested, directly or indirectly, in the
following SSL relevant securities:
+------------------------------+-----------------------------------+
| Name | Number of SSL Shares and nature |
| | of interest |
+------------------------------+-----------------------------------+
| Frankfurt Trust Investment | 11,000 (Long) |
| Gesellschaft mbH | |
+------------------------------+-----------------------------------+
Publication on website
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on the following websites
by no later than 12 noon on 1 November 2010:
www.rb.com/investors-media
www.ssl-international.com
Copies of the Offer Document and the Form of Acceptance are also available for
inspection on the above websites.
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
+------------------------------------------------+---------------+
| Enquiries: | |
+------------------------------------------------+---------------+
| Reckitt Benckiser | +44 (0) 1753 |
| | 217 800 |
+------------------------------------------------+---------------+
| Joanna Speed, Investor Relations Director | |
| (investor and analyst calls) | |
| Andraea Dawson-Shepherd, Global Director of | |
| Corporate Communication (press calls) | |
+------------------------------------------------+---------------+
| | |
+------------------------------------------------+---------------+
| Deutsche Bank (Financial Adviser and Corporate | +44 (0) 20 |
| Broker to Reckitt Benckiser) | 7545 8000 |
+------------------------------------------------+---------------+
| Nigel Meek, Omar Faruqui | |
| Nick Bowers, Mumtaz Naseem (Corporate Broking) | |
+------------------------------------------------+---------------+
| | |
+------------------------------------------------+---------------+
| Brunswick (PR Adviser to Reckitt Benckiser) | +44 (0) 20 |
| | 7404 5959 |
+------------------------------------------------+---------------+
| David Litterick, Teresa Bianchi | |
+------------------------------------------------+---------------+
IMPORTANT NOTICES
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation in the United Kingdom by the Financial Services Authority.
Details about the extent of Deutsche Bank AG's authorisation and regulation by
the Financial Services Authority are available on request. Deutsche Bank AG,
London Branch is acting as financial adviser to Reckitt Benckiser and no one
else in connection with the Offer and will not be responsible to anyone other
than Reckitt Benckiser for providing the protections afforded to clients of
Deutsche Bank AG, London Branch nor for providing advice in relation to any
matter referred to herein.
This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise. The Offer is being made solely by the Offer
Document, which contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted and, in the case of certificated shares
only, the Form of Acceptance. Please carefully read the Offer Document in its
entirety before making a decision with respect to the Offer.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Unless otherwise determined by the Offeror, the Offer is not being, and will not
be, made, directly or indirectly, in or into of any Restricted Jurisdiction, and
will not be capable of acceptance from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by the Offeror copies of this
announcement, the Offer Document, the Form of Acceptance and any related
documents are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) should observe these restrictions and must not mail, or
otherwise forward, distribute or send any such documents in or into or from any
Restricted Jurisdiction, as doing so may invalidate any purported acceptance of
the Offer. Any person (including custodians, nominees and trustees) who would,
or otherwise intends to, or who may have a contractual or legal obligation to,
forward this announcement, the Offer Document, the Form of Acceptance and any
related documents to any jurisdiction outside the United Kingdom or the United
States should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction, seek appropriate advice
and read paragraph 13 of the letter from the Chairman of Reckitt Benckiser set
out in Part II of the Offer Document and paragraph 7 of Part B of Appendix I to
the Offer Document before doing so.
This announcement has been prepared for the purposes of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England
and Wales.
Notice to US holders of SSL Shares
The Offer is being made for securities of a UK company and SSL Shareholders in
the United States should be aware that this announcement and any other documents
relating to the Offer have been or will be prepared in accordance with the City
Code and UK disclosure requirements, format and style, all of which differ from
those in the United States. SSL's and Reckitt Benckiser's financial statements,
and all financial information that is included in the Offer Document or any
other documents relating to the Offer, have been or will be prepared in
accordance with United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be comparable to
financial statements of United States companies.
The Offer is being made in the United States pursuant to applicable US tender
offer rules and securities laws and otherwise in accordance with the
requirements of the City Code. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of payments
that are different from those applicable under US domestic tender offer
procedures and law.
In accordance with the City Code and normal UK market practice and pursuant to
Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Offeror or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to purchase, SSL
Shares outside the United States, otherwise than pursuant to the Offer, before
or during the period in which the Offer remains open for acceptance, such as in
open market purchases at prevailing prices or privately negotiated purchases at
negotiated prices. Such purchases, or arrangements to purchase, will comply
with all applicable UK rules, including the City Code and the rules of the
London Stock Exchange. In addition, in accordance with the City Code, normal UK
market practice and Rule 14e-5(b) under the Exchange Act, Deutsche Bank will
continue to act as exempt principal trader in SSL securities on the London Stock
Exchange. These purchases may occur in the open market or as privately
negotiated transactions. Information regarding such purchases and any
activities by exempt principal traders which is required to be made public in
the United Kingdom pursuant to the City Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
[1] The Offeror has outstanding irrevocable commitments from certain SSL
Directors in respect of a further 1,339,704 yet to be issued SSL Shares to which
such SSL Directors are entitled pursuant to options and awards under the SSL
Share Schemes.
[2] Calls to the 0871 664 0321 number cost 10 pence per minute from a BT
landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to
5.00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to
the helpline from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones and calls may
be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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