Compulsory Acqn of Shares
15 April 2003 - 1:24PM
UK Regulatory
RNS Number:0559K
Kondar Limited
15 April 2003
KONDAR LIMITED AND ENIC PLC, 15 APRIL 2003
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Recommended cash offer to acquire ENIC plc ('ENIC')
made by Shore Capital and Corporate Limited
on behalf of Kondar Limited ('Kondar')
Level of acceptances at second closing date and
compulsory acquisition of ENIC Shares
Kondar announces that, as at 3.00 p.m. on 14 April 2003, the second closing date
of the Offer, valid acceptances of the Offer had been received in respect of
91,441,521 ENIC Shares representing 90.78 per cent. of the issued share capital
of ENIC. Since the Offer was made on 10 March 2003, Kondar has purchased
5,852,460 ENIC Shares representing 5.81 per cent. of the issued share capital.
Accordingly, Kondar owns or has received acceptances to accept the Offer in
respect of a total of 97,293,981 ENIC Shares representing 96.59 per cent. of the
issued share capital.
Kondar is today issuing to ENIC Shareholders who have not yet validly accepted
the Offer formal notices pursuant to section 429 of the Companies Act 1985, as
amended, to acquire compulsorily, on the terms of the Offer and at the expiry of
the requisite notice period, all of the outstanding ENIC Shares which it has not
already acquired, contracted to acquire or in respect of which it has not
received valid acceptances.
The compulsory acquisition process is expected to be completed on (or shortly
after) 27 May 2003 (being the expiry of six weeks after the date of the
statutory notice). The Offer will remain open for acceptance until the
compulsory acquisition process has been completed. ENIC Shareholders who wish
to accept the Offer and have not yet done so are strongly encouraged to return
their completed Forms of Acceptance in accordance with the instructions printed
thereon as soon as possible. Additional Forms of Acceptance are available from
Computershare Investor Services PLC (telephone 0870 702 0100). Holders of ENIC
Shares in uncertificated form are strongly encouraged to send (and CREST
sponsored members procure that their CREST sponsor sends) to CRESTCo a TTE
instruction in relation to such shares. Accepting shareholders will receive the
consideration due to them within 14 days of accepting the Offer, which is likely
to be sooner than if the statutory procedure is followed.
On 28 March 2003, ENIC made application for the cancellation of the trading of
ENIC Shares on the Alternative Investment Market of the London Stock Exchange
and on the Bourse de Luxembourg. Such cancellation is expected to take place
not later than 29 April 2003.
Unless the context otherwise requires, the definitions contained in this
announcement are the same as those used in the document containing the Offer
dated 10 March 2003.
15 April 2003
Press enquiries:
Shore Capital (Financial Adviser to Kondar)
Graham Shore 020 7408 4090
Holborn (Public Relations Adviser)
John Bick 020 7929 5599
This Announcement does not constitute an offer or an invitation to purchase any
securities. The laws of the relevant jurisdiction may affect the availability
of the Offer to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
ENIC Shareholders are contained in the Offer Document.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means of 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 is not capable of acceptance by any such use, means,
instrumentality or facility or from within any of those countries. Accordingly,
neither this Announcement nor the Offer Document nor the Form of Acceptance is
being, and must not be, mailed or otherwise forwarded, transmitted, distributed
or sent in, into or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All ENIC
Shareholders or other persons (including, without limitation, nominees, trustees
or custodians) who would or otherwise intend to, or may have a contractual or
legal obligation to, forward this Announcement or the Offer Document or the Form
of Acceptance to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.
Shore Capital and Corporate Limited, which is regulated by the Financial
Services Authority in the conduct of its investment business in the United
Kingdom, is acting exclusively for Kondar and no one else in connection with the
Offer and will not regard any other person as its client or be responsible to
anyone other than Kondar for providing the protections afforded to clients of
Shore Capital and Corporate Limited nor for giving advice to any such person in
relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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