OFFER DECLARED UNCONDITIONAL
January 08 2009 - 2:00AM
UK Regulatory
RNS Number : 3039L
Omega International Group PLC
08 January 2009
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada or Japan, or any other
jurisdiction where to do so would constitute a violation of the relevant laws of such other jurisdiction.
Immediate Release
8 January 2009
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
RECOMMENDED CASH OFFER FOR Omega INTERNATIONAL GROUP PLC ("Omega") BY Omega
BIDCO LIMITED ("Bidco") - OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
Further to the Offer made on 12 December 2008 by Bidco for the whole of the issued and to be issued share capital of Omega (other than the
Omega Shares subject to the Exchange Agreements), Bidco is pleased to declare the Offer unconditional in all respects. The offer document
setting out the full terms of the Offer (the "Offer Document") was posted to Shareholders on 12 December 2008.
The Offer will remain open for acceptance until further notice.
Level of Acceptances
As at 1.00 p.m. (London time) on 7 January 2009, the First Closing Date, valid acceptances of the Offer had been received in respect of a
total of 25,476,028 Omega Shares, representing approximately 90.20 per cent. of the existing issued share capital of Omega ("Valid
Acceptances"), all of which may be counted towards the satisfaction of the of the acceptance condition.
This total includes acceptances in respect of 17,769,370 Omega Shares, for which Bidco has received irrevocable undertakings and a letter of
intent to accept the Offer, representing approximately 62.92 per cent. of the existing issued share capital of Omega. This includes
acceptances in respect of 11,268,850 Omega Shares held by the Omega Directors representing all of their Omega Shares in respect of which
irrevocable undertakings were received, representing approximately 39.90 per cent. of the existing issued share capital of Omega.
Also, in addition to the acceptances referred to above, Bidco has conditionally agreed to acquire pursuant to the Exchange Agreements
1,815,400 Omega Shares representing 6.43 per cent. of the existing issued share capital of Omega, held by Francis Galvin and Newton
Winfield.
Bidco announces, therefore, that it has received Valid Acceptances and conditionally agreed to acquire a total of 27,291,428 Omega Shares,
representing, in aggregate, approximately 96.64 per cent. of the existing issued share capital of Omega.
Details of the interests in Omega Shares of persons acting in concert with Bidco are set out in the Appendix to this announcement. Save as
set out in this announcement (including the Appendix), neither Bidco nor, so far as Bidco is aware, any person acting or deemed to be acting
in concert with Bidco has any interest in any Omega Shares or in any securities convertible or exchangeable into Omega Shares ('Relevant
Omega Securities') or has any rights to subscribe for Relevant Omega Securities or holds any short position in relation to Relevant Omega
Securities (whether conditional or absolute and whether in the money or otherwise), 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 has borrowed or lent any
Relevant Omega Securities (save for borrowed Omega Shares which have been either on-lent or sold).
Settlement of Consideration
Settlement of the consideration due under the Offer will be dispatched (or, in respect of Omega Shares held in uncertificated form, credited
through CREST) in respect of Omega Shares for which acceptances of the Offer, valid in all respects, have already been received or, in
respect of Shares held in uncertificated form, for which Electronic Acceptances have already been validly made, by 1.00 p.m. on 21 January
2009.
Settlement of consideration in respect of valid acceptances received or made after 1.00 p.m. on 7 January 2009 will be dispatched (or, in
respect of Omega Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received.
De-listing
As Bidco has attained in excess of 90 per cent. of the voting rights attaching to Omega Shares, Bidco intends to take steps to procure the
application by Omega for the cancellation of the listing of Omega Shares on AIM and the cancellation of trading Omega Shares on AIM. Such
de-listing would significantly reduce the liquidity and marketability of any Omega Shares that are not acquired by Bidco. It is Bidco's
intention that, after such cancellation, Omega will be re-registered as a private company under the relevant provisions of the Companies Act
1985.
Compulsory Acquisition
Bidco intends to apply the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining
Omega Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired, on
the same terms as the Offer
Other
Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Omega Shares which are not held
in CREST) to complete and return a Form of Acceptance, or in the case of Omega Shares in uncertificated form (that is, in CREST), to take
the actions set out in paragraph 12 of the letter from Bidco in Part II of the Offer Document, in each case as soon as possible.
Enquiries:
PricewaterhouseCoopers LLP
(Financial adviser to Bidco)
Darren Bryant (Partner) Tel: +44 (0) 113 289 4569
Jonathan Raggett (Director) Tel: +44 (0) 207 583 5000
Buchanan Communications
(Financial PR adviser to Bidco)
Mark Edwards Tel: +44 (0) 207 466 5000
The definitions set out in the Offer Document dated 12 December 2008 apply to this announcement (including the Appendix) unless otherwise
indicated.
The Bidco Directors accept responsibility for the information contained in this announcement To the best of the knowledge and belief of the
Bidco Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Announcement
for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidco and Topco and no-one else in connection with the Offer and will not be responsible to anyone other than Bidco and
Topco for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for providing advice in relation to the Offer, the
contents of this Announcement or any other matter described in this Announcement.
This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer was made solely
through the Offer Document, which contained the full terms and conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form
of Acceptance. Shareholders are advised to read carefully the formal documentation in relation to the Offer. This announcement does not
constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be
the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Unless otherwise determined by Bidco or required by the City Code and permitted by applicable law and regulation, the Offer is not being
made and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facilities of a securities exchange of, the United States, Canada or Japan, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within the United States, Canada or Japan. Accordingly, unless
otherwise determined by Bidco or required by the City Code and permitted by applicable law and regulation, copies must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the United States, Canada or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such
jurisdiction.
The laws of relevant jurisdictions may affect the availability of the Offer to overseas persons. Overseas persons, or persons who are
subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and
regulatory requirements. The Offer Document is available for public inspection in the United Kingdom.
Appendix
As of close of business on 7 January 2009 (being the latest practicable date prior to making this Announcement), the interests of the Omega
Directors (including certain persons connected with them) in Omega relevant securities, apart from options which are also disclosed below,
were as follows:
Executive Directors Omega Shares
Francis Anthony Galvin 1,195,000
Newton Stanley Winfield 710,400
Non-Executive Directors Omega Shares
Robert Sydney Murray CBE FCCA 11,160,000
Prudence Margaret Leith OBE 4,425
Kevin McDonald OBE 4,425
Peter Ian Walker ACA 10,000
As of close of business on 7 January 2009, the interests of the Omega Directors in options over Omega Shares under the Omega Share Option
Scheme were as follows:
Executive Date Of Number of Exercise Earliest Date of
directors Grant Shares price (p) exercise expiry
date
Francis Galvin 21 June 2005 41,667 169 22 June 2008 21 June 2015
Newton Winfield 21 June 2005 41,667 169 22 June 2008 21 June 2015
As part of the Management Arrangements, Francis Galvin and Newton Winfield have undertaken not to exercise the above options.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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