Offer by SWK(UK) PLC
January 09 2004 - 6:43AM
UK Regulatory
RNS Number:0505U
SWK (UK) PLC
09 January 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or Japan
9 January 2004
RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ("UBS") ON BEHALF OF SWK (UK) PLC
("SWK") for BLICK PLC ("BLICK") (the "OFFER")
Receipt of German Federal Cartel Office Clearance
On 18 December 2003, SWK announced the terms of a recommended cash offer for
Blick. The Offer was made by UBS on behalf of SWK by means of an Offer Document
published on 19 December 2003. SWK today announces that the German Federal
Cartel Office has granted clearance under the applicable German legislation for
the proposed acquisition of Blick by SWK.
Blick Shareholders who hold Blick Shares in certificated form who wish to accept
the Offer and have not yet done so should complete the Form of Acceptance in
accordance with the instructions printed thereon and send it (with their share
certificate(s) and/or other document(s) of title) as soon as possible so as to
be received by post or by hand (during normal business hours only) by
Computershare no later than 3.00 p.m. today, 9 January 2004. Blick Shareholders
who hold Blick Shares in uncertificated form, that is, in CREST, should return
the Form of Acceptance duly completed in accordance with the instructions
printed thereon and take the actions set out in paragraph 16(d) in Part 2 of the
Offer Document in order to transfer their Blick Shares to an escrow balance.
SWK intends to extend the Offer to Blick Shareholders resident in the United
States. The Offer Document should now be read and interpreted accordingly.
Enquiries
The Stanley Works
For The Stanley Works investors/shareholders/media:
Gerry Gould, Investor Relations Tel: +1 (860) 827 3833
UBS-financial adviser to SWK:
Tel: +44 (0) 20 7568 1000
Joel Hope-Bell
Unless the context otherwise requires, defined terms where used herein have the
same meanings as are ascribed to them in the Offer Document relating to the
Offer dated 19 December 2003.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom or who are subject to
other jurisdictions. Persons who are not resident in the United Kingdom or who
are subject to any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable requirements.
The Offer (including the Partial Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national, state or other securities exchange of Australia, Canada or Japan, and
the Offer should not be accepted by any such use, means, instrumentality or
facilities or from within Australia, Canada or Japan. Accordingly, copies of
this announcement and formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons receiving
this announcement (including custodians, nominees and trustees) must not
distribute or send it into or from Australia, Canada or Japan. Doing so may
render invalid any related purported acceptance of the Offer.
The Loan Notes to be issued pursuant to the Offer, if any, have not been, and
will not be, listed on any stock exchange. The Loan Notes will not be registered
under the US Securities Act, or under any relevant securities laws of any state
or other jurisdiction of the United States or the relevant securities laws of
Japan, nor have clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada, nor has
a prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national, state or other securities exchange
of Australia, Canada, Japan or the United States, or any other jurisdiction in
which an offer of Loan Notes would constitute (or result in the Offer
constituting) a violation of relevant laws or require registration thereof, or
to or for the account or benefit of any resident or person subject to the
jurisdiction of Australia, Canada, Japan or the United States or any such other
jurisdiction.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Blick, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent. or more of any class of securities of
Blick is generally required under the provisions of Rule 8 of the Code to notify
the Panel by not later than 12.00 noon on the business day following the date of
the transaction of every dealing in such securities during the period to the
date on which the Offer becomes or is declared unconditional as to acceptances
or lapses or is withdrawn. A copy of such notification on the appropriate form
should also be faxed to the Panel by that time on +44 (0) 20 7256 9386. In the
event of any doubt as to the application of these requirements, the Panel should
be consulted on +44 (0) 20 7382 9026. Dealings by Blick, SWK or their respective
"associates" (within the definition set out in the Code) in any class of
securities of Blick or referable thereto until the end of such period must also
be so disclosed.
UBS is acting for Stanley and SWK in connection with the Offer and no-one else
and will not be responsible to anyone other than Stanley and SWK for providing
the protections offered to clients of UBS nor for providing advice in relation
to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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