Offer Update
13 Januar 2004 - 5:24PM
UK Regulatory
RNS Number:1906U
Donatantonio PLC
13 January 2004
Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia, Japan or Ireland
FOR IMMEDIATE RELEASE
13th January 2004
DONATANTONIO PLC
Cash offer
by Hurst Morrison Thomson LLP
on behalf of MC298 Limited
for Donatantonio plc
LEVEL OF ACCEPTANCES AND OFFER DECLARED WHOLLY UNCONDITIONAL
On 23rd December 2003, MC298 Limited announced the terms of an offer (the
"Offer") to acquire for cash the entire issued share capital ("Donatantonio
Shares") of Donatantonio plc ("Donatantonio") not already owned by it. At the
time of announcing the Offer MC298 Limited held no Donatantonio Shares and
persons deemed to be acting in concert with it held 5,161,687 Donatantonio
Shares (representing 34.07 per cent. of the current issued share capital of
Donatantonio) and these holdings have not changed since that date. The Offer
was made by Hurst Morrison Thomson LLP on behalf of MC298 Limited by means of an
offer document published on 23rd December 2003 (the "Offer Document"). Prior to
making the Offer, MC298 Limited had received irrevocable undertakings to accept
the Offer from each of the persons deemed to be acting in concert with MC298
Limited in respect of all of the said Donatantonio Shares held by them. No
other irrevocable undertakings to accept the Offer have been received by MC298
Limited.
MC298 Limited announces that by 3.00 pm on 13th January 2004 valid acceptances
had been received in respect of a total of 14,168,590 Donatantonio Shares
(representing 93.52 per cent. of the Donatantonio Shares).
Donatantonio plc announces that the resolution proposed at the Extraordinary
General Meeting of Donatantonio plc held at 11 am on 13th January 2004 was duly
passed.
All of the conditions of the Offer as set out in the Offer Document have now
been satisfied or waived and, accordingly, MC298 Limited is pleased to announce
that the Offer is declared unconditional in all respects. The Offer will remain
open for acceptance until further notice. Donatantonio Shareholders who have
not yet accepted the Offer and who wish to do so should complete and return
their forms of acceptance as soon as possible.
Settlement of consideration to which any Donatantonio shareholder is entitled
will be effected: (i) in the case of acceptances received (complete in all
respects) by 3.00 pm on 13th January 2004, within 14 days of this date; or (ii)
in the case of acceptances received (complete in all respects) after 3.00 pm on
13th January 2004 but while the Offer remains open for acceptance, within 14
days of such receipt.
As the Offer is now declared unconditional in all respects MC298 Limited shall
procure that Donatantonio plc will today give 20 business days' notice to the
London Stock Exchange of the cancellation of Donatantonio plc's listing on the
Official List of the London Stock Exchange, in accordance with Rules 1.21 and
1.23(a) of the Listing Rules.
By virtue of acceptances of the Offer, MC298 Limited has within four months of
the Offer acquired, or contracted to acquire, not less than nine tenths in value
of the Donatantonio Shares to which the Offer relates and now announces its
intention to exercise its rights under section 429 of the Companies Act 1985 to
acquire compulsorily the Donatantonio Shares of any shareholders who have not
accepted the Offer. The compulsory acquisition process is expected to be
completed by the end of February 2004.
Save as set out herein, neither MC298 Limited nor any person acting in concert
with MC298 Limited held any Donatantonio Shares (or rights over Donatantonio
Shares) prior to the commencement of the offer period on 23rd December 2003 and
neither MC298 Limited nor any person acting in concert with MC298 Limited has
acquired or agreed to acquire Donatantonio Shares since 23rd December 2003.
Enquiries:
Hurst Morrison Thomson LLP
Tel: 01491 579740
Andrew Thomson
Hurst Morrison Thomson LLP is an appointed representative of Hurst Morrison
Thomson, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MC298 Limited and no one
else in connection with the Offer and will not be responsible to anyone other
than MC298 Limited for providing the protections afforded to customers of Hurst
Morrison Thomson nor for providing advice in relation to the Offer or any other
matter referred to herein.
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia, Japan or Ireland and this announcement, the Offer
Document and the related form of acceptance are not being, and should not be,
mailed or otherwise distributed or sent in or into the United States, Canada,
Australia, Japan or Ireland or any other jurisdiction outside the United Kingdom
where to do so would constitute a violation of the relevant laws of such
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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