TGI Tgi

RNS Number:2863Q
TC Group
21 January 2002

TC Group A/S

21 January 2002

Not for release, publication, or distribution in or into the United States,
Canada, Australia or Japan


                 Recommended cash offer by Hoare Govett Limited

                                  on behalf of

                            TC Group A/S for TGI plc

                     declared unconditional in all respects


Further to the announcement on 7 January 2002 that the Offer had been declared
unconditional as to acceptances, TC Group announces that all of the conditions
to the Offer for TGI have now either been satisfied or waived and that the Offer
has now been declared unconditional in all respects.


Consideration


Settlement of the consideration due under the Offer in respect of acceptances
complete in all respects received not later than 3.00 pm on 21 January 2002 will
be despatched on or before 4 February 2002, and within 14 days of the date of
receipt in respect of further acceptances which are complete in all respects.


Acceptances


TC Group announces that as at 3.00 pm on 21 January 2002 TC Group had received
valid acceptances, which were complete in all respects, in respect of 20,342,307
TGI Shares, representing approximately 93.92 per cent of the current issued
share capital of TGI. The Offer and the Loan Note Alternative will remain open
for acceptance until further notice.


Loan Note Alternative


The total acceptances referred to above include valid elections for the Loan
Note Alternative in respect of 2,893,775 TGI Shares, representing approximately
13.36 per cent of the current issued share capital of TGI.


Optionholders


As stated in the Offer Document, appropriate proposals to TGI Optionholders
under the TGI Share Option Schemes will be made in due course.


Compulsory acquisition and de-listing


TC Group is now entitled to exercise its rights pursuant to sections 428 to 430F
of the Companies Act to acquire compulsorily all of the outstanding TGI Shares
in respect of which valid acceptances have not been received and will shortly
post the requisite notices pursuant to section 429 of the Companies Act in
exercise of such rights.


In the Offer Document, TC Group stated that, following the Offer becoming or
being declared unconditional in all respects, it would procure that TGI applies
to the UK Listing Authority for cancellation of the listing of the TGI Shares on
the Official List and to the London Stock Exchange for admission to trading of
TGI Shares to be cancelled. The 20 business day notice period to such
cancellation has now commenced and the anticipated date of such cancellation is
19 February 2002.


Further information


The Directors of TGI and certain of their connected persons, Mr and Mrs N
Crocker and certain institutional and other shareholders irrevocably undertook
to accept the Offer in respect of 8,318,955 TGI Shares, representing
approximately 38.41 per cent of TGI's current issued share capital. Acceptances
have been received in respect of all of these TGI Shares.


Neither TC Group nor any of the directors of TC Group nor, so far as TC Group is
aware, any persons acting or deemed to be acting in concert with TC Group held
any TGI Shares (or rights over such shares) prior to the commencement of the
Offer Period nor have they acquired or agreed to acquire any TGI Shares (or
rights over such shares) during the Offer Period, save under the Offer.


TGI Shareholders who wish to accept the Offer, and have not yet done so, should
return their Form of Acceptance as soon as possible. Further Forms of Acceptance
are available from Capita IRG Plc, New Issues Department, Bourne House, 34
Beckenham Road, Beckenham, Kent BR3 4TH (telephone: 0870 162 3100).


Terms used in this announcement are defined in the Offer Document dated 14
December 2001.


Enquiries:

TC Group A/S                                                     00 45 8742 7000
Anders Fauerskov                                                 Chief Executive


Hoare Govett Limited                                               020 7678 8000
Chris Fielding                                       Director, Corporate Finance
Will Shaw                                            Director, Corporate Broking


The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer is not capable of acceptance by any such use,
means, instrumentality, or facilities from or within, the United States, Canada,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from the United States, Canada, Australia or Japan and
persons receiving this announcement and any related document (including
nominees, trustees or custodians) must not mail or otherwise forward, distribute
or send it in, into, or from the United States, Canada, Australia or Japan.
Doing so may render invalid any purported acceptance of the Offer. The
availability of the Offer to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

The Loan Notes have not been, nor will they be, registered under the Securities
Act or under the securities laws of any state of the United States; the relevant
clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada; no prospectus has been lodged
with, or registered by, the Australian Securities and Investments Commission or
the Japanese Ministry of Finance; and the Loan Notes have not been, nor will
they be, registered under or offered in compliance with applicable securities
laws of any state, province, territory or jurisdiction of Canada, Australia or
Japan. Accordingly, the Loan Notes may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, any United States, Canadian, Australian or Japanese
person.


Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for TC Group and no one else in
connection with the Offer and will not be responsible to anyone other than TC
Group for providing the protections afforded to clients of Hoare Govett Limited
or for giving advice in relation to the Offer.






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