Offer by SWK (UK) PLC
January 12 2004 - 2:30AM
UK Regulatory
RNS Number:0915U
SWK (UK) PLC
12 January 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or Japan
Embargoed until 7.30am
12 January 2004
RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ("UBS") ON BEHALF OF SWK (UK) PLC
("SWK") for BLICK PLC ("BLICK") (the "OFFER")
Extension of offer and level of acceptance
SWK announces today that at 3.00 p.m. (London time) on 9 January 2004, the first
closing date of the Offer, valid acceptances had been received in respect of
25,347,064 Blick Shares, representing approximately 81.08 per cent. of Blick's
issued share capital. These include valid acceptances in respect of 4,294,832
Blick Shares, representing approximately 13.7 per cent. of Blick's issued share
capital, pursuant to irrevocable undertakings given to SWK to accept the Offer
as disclosed in the Offer Document relating to the Offer published on 19
December 2003.
The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended for 7 days and will remain open for acceptance
until the next closing date which will be 3.00 p.m. (London Time) on 16 January
2004. (Any further extensions of the Offer will be publicly announced by 8.00
a.m. (London time) on the business day following the day on which the Offer was
otherwise due to expire, or such later time or date as the Panel may agree.)
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 as
soon as possible in accordance with the instructions printed thereon and send it
(with their share certificate and 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. on 16 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.
Save as set out in this Announcement or the Offer Document, neither SWK nor
Stanley nor any person acting in concert with SWK or Stanley for the purposes of
the Offer held any Blick Shares (or rights over such shares) on 9 December 2003,
the last dealing day prior to the commencement of the Offer Period, nor has any
such person acquired or agreed to acquire any such shares (or rights over such
shares) since the commencement of the Offer Period other than pursuant to the
Offer.
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 form of documentation relating to the offer (including
custodians, nominees and trustees) should not distribute or send them 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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