City Site Estates - Further Re Offer
December 01 1998 - 5:07AM
UK Regulatory
RNS No 3910h
CITY SITE ESTATES PLC
1st December 1998
ANNOUNCEMENT OF MARKET PURCHASES & MANDATORY RULE 9 BID
Not for release, publication or distribution in or into the United States of
America, Canada, Japan, Australia, South Africa or the Republic of Ireland.
Issued by Ernst & Young
on behalf of Woodvale Estates Ltd
in respect of the recommended cash offer
for the ordinary shares of
CITY SITE ESTATES plc
On 23 November 1998 a voluntary recommended cash offer was made by Ernst &
Young (the "Offer") on behalf of Woodvale Estates Limited ("Woodvale
Estates") for the Ordinary Shares of City Site Estates plc ("City Site
Estates") not already owned by Woodvale Estates and Louis Goodman. As at 23
November 1998 Woodvale Estates and person acting or deemed to be acting in
concert with it owned or had contracted to purchase in respect of an
aggregate 5,043,545 Ordinary Shares representing approximately 30 per cent
of the existing issued ordinary share capital of City Site Estates. In
addition, Woodvale Estates has received irrevocable undertakings to accept
the Offer, in respect of in aggregate 184,350 Ordinary Shares. Today,
market purchases of Ordinary Shares of City Site Estates have been made by
Woodvale Estates. These market purchases total 1,041,667 Ordinary Shares
details of which are as follows:
Date acquired Number Price per share
1 December 1998 1,041,667 26p
These purchases result in Woodvale Estates and persons acting or deemed to
be acting in concert with it owning or having contracted to purchase in
respect of 6,085,212 Ordinary Shares representing approximately 36 per cent
of the issued ordinary share capital of City Site Estates. In addition,
Woodvale Estates has received irrevocable undertakings to accept the Offer,
in respect of in aggregate 184,350 Ordinary Shares as mentioned above.
Woodvale Estates is now required to make a mandatory offer under Rule 9 of
The City Code on Takeovers and Mergers ("City Code").
The Offer as detailed in the formal Offer Document posted to Shareholders on
23 November 1998 is subject only to an acceptance condition which complies
with Rule 9.3 of the City Code. This condition reads in full as follows:
Valid acceptances being received (and not, where permitted, withdrawn) by,
at the latest, 3pm on 14 December 1998 or such later time and/or date as
Woodvale Estates may, subject to the rules of the City Code, decide, in
respect of that amount of the Ordinary Shares to which the Offer relates
which (when taken together with the Ordinary Shares already owned by it,
Louis Goodman and any person acting in concert with them) results in
Woodvale Estates having acquired or agreed to acquire, pursuant to the Offer
or otherwise, Ordinary Shares carrying in aggregate more than 50% of the
voting rights then normally exercisable at general meetings of City Site
Estates. For the purposes of this condition Ordinary Shares which have been
unconditionally allotted shall be deemed to carry the voting rights which
they will carry on issue.
As required by the City Code, the latest date by which valid acceptances
must be received is now extended to 15 December 1998.
Subject to the Offer contained in the Offer Document dated 23 November 1998
being construed as a mandatory offer as required in terms of Rule 9 of the
City Code, the terms of the Offer as set out in the Offer document remain
the same.
Ernst & Young are satisfied that the resources available to Woodvale Estates
are sufficient to satisfy full acceptance of the Offer assuming exercise of
all outstanding options and conversion of all Convertible Cumulative
Redeemable Preference Shares of City Site Estates ("Convertible Preference
Shares") and to procure that City Site Estates can redeem the 7% Convertible
Unsecured Loan Stock redeemable 2006 of City Site Estates ("Convertible
Unsecured Loan Stock") at par (other than the Convertible Preference Shares
and Convertible Unsecured Loan Stock held by Woodvale Estates and Kylebrae
Limited, a private company owned by Louis Goodman and a member of his family
("Kylebrae") and those held or controlled by Louis Goodman). Woodvale
Estates, Kylebrae and Louis Goodman have confirmed that they will not
convert their Convertible Preference Shares and will not seek redemption at
par of their Convertible Unsecured Loan Stock in the event the Offer becomes
or is declared unconditional in all respects. The Bank of Scotland is
making the necessary facilities available to Woodvale Estates to meet the
consideration payable under the Offer.
Enquiries
Woodvale Estates Ltd
Louis Goodman
Phone 0141 248 2534
Hudson Sandler
Michael Sandler/Wendy Baker
Phone 0171 796 4133
This announcement has been issued on behalf of the directors of Woodvale
Estates Ltd by Ernst & Young. Ernst & Young is authorised by the Institute
of Chartered Accountants in England and Wales to carry on investment
business. Ernst & Young, is acting for Woodvale Estates Ltd and no-one else
in connection with the Offer and will not be responsible to anyone other
than Woodvale Estates Ltd for providing the protections afforded to the
Offer.
The Offer is not being made directly or indirectly in or into the United
States, Canada, Japan, Australia, South Africa or the Republic of Ireland or
by the use of mail in whatever form, or by means or instrumentality of
interstate or foreign commerce, or any facility of a national securities
exchange, of the United States, Canada, Japan, Australia, South Africa or
the Republic of Ireland.
The Directors of Woodvale Estates, (being Louis Goodman and Richard
Gilliland) accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Directors of
Woodvale Estates (who have taken all reasonable care to ensure that such is
the case), the information for which they accept responsibility in this
announcement, is in accordance with the facts and does not omit anything
likely to affect the import of such information.
END
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