RNS Number:4898I
Collins Stewart Holdings PLC
10 March 2003
Date: 10 March 2003
On behalf of: Collins Stewart Holdings plc ("Collins Stewart")
For immediate release
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Collins Stewart Holdings plc ("Collins Stewart")
Recommended Ordinary and Bond Offers, Option Proposals and related proposals for
Tullett plc ("Tullett") - Offers unconditional subject to Admission
In relation to the Offers, made by HSBC Bank plc on behalf of Collins Stewart
for Tullett, Collins Stewart announces that all of the remaining conditions to
the Ordinary Offer (other than that relating to the Admission of the New
Ordinary Shares to the Official List and to trading on the London Stock
Exchange) have now been satisfied or waived. It is expected that Admission will
become effective and therefore that the Offers will become unconditional in all
respects later today. A further announcement will be made at that stage.
As all Tullett Ordinary Shares, Tullett Bonds and Tullett Options have been
assented to the Ordinary Offer, the Bond Offer and the Option Proposals
respectively, each of the Ordinary Offer (including the Partial Cash
Alternative, the Additional Cash Facility and the Loan Note Alternative), the
Bond Offer (including the Bond Offer Additional Share Facility) and the Option
Proposals have now closed. The A Preference Offer and the B Preference Offer
will remain open until 3.00 p.m. on 21 March 2003, at which time they will
close.
The Ordinary Offer
As at 3.00 p.m. on 7 March 2003, Collins Stewart had received valid acceptances
under the Ordinary Offer in respect of a total of 25,312,082 Tullett Ordinary
Shares representing 100 per cent. of the issued ordinary share capital of
Tullett.
Settlement of the consideration to which Tullett Ordinary Shareholders are
entitled in respect of valid acceptances received on or prior to the date of
this announcement will be made by 17 March 2003. Details of the settlement
procedures are set out in the Offer Document dated 23 January 2003.
According to the register of Tullett Ordinary Shareholders, prior to the
commencement of the Offer Period, Sputz AG, which is a subsidiary of New Media
SPARK and which is deemed by the Panel to be acting in concert with Collins
Stewart for the purposes of the Offers, owned in aggregate 2,771,918 Tullett
Ordinary Shares.
According to the register of Tullett Ordinary Shareholders, prior to the
commencement of the Offer Period, HSBC Securities (USA) Inc., which is a
subsidiary of HSBC Bank plc and which is deemed by the Panel to be acting in
concert with Collins Stewart for the purposes of the Offers, owned in aggregate
495,189 Tullett Ordinary Shares.
Accordingly, prior to the commencement of the Offer Period, Collins Stewart, and
persons acting in concert with them, held, in aggregate, 3,267,107 Tullett
Ordinary Shares representing approximately 12.9 per cent. of the issued ordinary
share capital of Tullett. Prior to the announcement of the Offers, Collins
Stewart had received irrevocable undertakings to accept the Ordinary Offer from
the holders of all of these Tullett Ordinary Shares and acceptances of the
Ordinary Offer have been received in respect of all of such Tullett Ordinary
Shares.
In addition, prior to the announcement of the Offers, Collins Stewart had
received further irrevocable undertakings to accept the Ordinary Offer from
holders of a further 16,908,314 Tullett Ordinary Shares, representing
approximately 66.8 per cent. of the issued share capital of Tullett. Acceptances
of the Ordinary Offer have been received in respect of all of such further
Tullett Ordinary Shares.
Save as disclosed above, prior to the commencement of the Offer Period, neither
Collins Stewart, nor any persons acting in concert with Collins Stewart held, or
held rights over, Tullett Ordinary Shares nor has any such person acquired, or
agreed to acquire, any Tullett Ordinary Shares or rights over Tullett Ordinary
Shares during the Offer Period, otherwise than pursuant to the Ordinary Offer.
The Bond Offer
As at 3.00 p.m. on 7 March 2003, Collins Stewart had received valid acceptances
under the Bond Offer in respect of a total of #1,535,000 in nominal amount and
US$4,432,500 in nominal amount of the Tullett Bonds, representing, in aggregate,
100 per cent. of the nominal amount of the issued Tullett Bonds.
Settlement of the consideration to which Tullett Bondholders are entitled in
respect of valid acceptances received on or prior to the date of this
announcement will be made by 17 March 2003. Details of the settlement procedures
are set out in the Offer Document dated 23 January 2003.
Prior to the announcement of the Offers, Collins Stewart had received
irrevocable undertakings to accept the Bond Offer from holders of #300,000 in
nominal amount of the Tullett Bonds, representing approximately 6.5 per cent. of
the nominal amount of the issued Tullett Bonds. Acceptances of the Bond Offer
have been received in respect of all of such Tullett Bonds.
Save as disclosed above, prior to the commencement of the Offer Period, neither
Collins Stewart, nor any persons acting in concert with Collins Stewart held, or
held rights over, Tullett Bonds, nor has any such person acquired, or agreed to
acquire, any Tullett Bonds or rights over Tullett Bonds during the Offer Period,
otherwise than pursuant to the Bond Offer.
The A Preference Offer
As at 3.00 p.m. on 7 March 2003, Collins Stewart had received valid acceptances
under the A Preference Offer in respect of a total of 5,205,169 Tullett A
Preference Shares, representing approximately 95.6 per cent. of the issued
Tullett A Preference Shares.
Settlement of the consideration to which Tullett A Preference Shareholders are
entitled in respect of valid acceptances received on or prior to the date of
this announcement will be made by 17 March 2003. Details of the settlement
procedures are set out in the Offer Document dated 23 January 2003.
For those Tullett A Preference Shareholders who have not accepted the A
Preference Offer, their Tullett A Preference Shares will fall to be redeemed by
Tullett in accordance with the redemption provisions under Tullett's Articles
(as amended by the resolutions passed at the Tullett EGM and the class meeting
of Tullett A Preference Shareholders).
Prior to the commencement of the Offer Period, neither Collins Stewart, nor any
persons acting in concert with Collins Stewart held, or held rights over,
Tullett A Preference Shares, nor has any such person acquired, or agreed to
acquire, any Tullett A Preference Shares or rights over Tullett A Preference
Shares during the Offer Period, otherwise than pursuant to the A Preference
Offer.
The B Preference Offer
As at 3.00 p.m. on 7 March 2003, Collins Stewart had received valid acceptances
under the B Preference Offer in respect of a total of 10,410,333 Tullett B
Preference Shares, representing approximately 95.6 per cent. of the issued
Tullett B Preference Shares.
Settlement of the consideration to which Tullett B Preference Shareholders are
entitled in respect of valid acceptances received on or prior to the date of
this announcement will be made by 17 March 2003. Details of the settlement
procedures are set out in the Offer Document dated 23 January 2003.
For those Tullett B Preference Shareholders who have not accepted the B
Preference Offer, their Tullett B Preference Shares will fall to be redeemed by
Tullett in accordance with the redemption provisions under Tullett's Articles
(as amended by the resolutions passed at the Tullett EGM and the class meeting
of Tullett B Preference Shareholders).
Prior to the commencement of the Offer Period, neither Collins Stewart, nor any
persons acting in concert with Collins Stewart held, or held rights over,
Tullett B Preference Shares, nor has any such person acquired or agreed to
acquire any Tullett B Preference Shares or rights over Tullett B Preference
Shares during the Offer Period, otherwise than pursuant to the B Preference
Offer.
The alternatives under the Offers
The Partial Cash Alternative, the Loan Note Alternative, the Additional Cash
Facility and the Bond Offer Additional Share Facility have now closed.
As at 3.00 p.m. on 7 March 2003, valid elections for the Partial Cash
Alternative had been received in respect of, in aggregate, 25,201,440 Tullett
Ordinary Shares, representing approximately 99.6 per cent. of the issued
ordinary share capital of Tullett.
Valid elections for additional cash under the Additional Cash Facility had been
received in respect of, in aggregate, 9,872,308 Tullett Ordinary Shares,
representing approximately 39.0 per cent. of the issued ordinary share capital.
However, as a result of the level of elections for the Partial Cash Alternative,
only #442,568 of additional cash is available to satisfy elections for
additional cash under the Additional Cash Facility and accordingly such
elections will be scaled down significantly on a pro rata basis in accordance
with the terms of the Additional Cash Facility. Tullett Ordinary Shareholders
who have made a valid election under the Additional Cash Facility are expected
to receive approximately 404 pence in cash and 1.246 New Collins Stewart Shares
for every Tullett Ordinary Share for which a valid election has been made.
As at 3.00 p.m. on 7 March 2003, valid elections for the Loan Note Alternative
had been received in respect of in aggregate #1,115,036 of cash to which Tullett
Securityholders would otherwise be entitled under the Offers.
Notwithstanding the fact that valid elections for the Loan Note Alternative
received by 3.00 p.m. on 7 March 2003 did not require the issue of at least #2
million in nominal amount of Loan Notes, Collins Stewart has exercised its
discretion to satisfy all applications for Loan Notes in full.
As at 3.00 p.m. on 7 March 2003, valid elections for the Bond Offer Additional
Share Facility had been received in respect of a total of #505,000 in nominal
amount and US$45,000 in nominal amount of the Tullett Bonds.
Enquiries to:
HSBC Bank plc
Edward Williams 020 7992 2244
Alistair Hill 020 7992 2247
Redleaf Communications
Emma Kane 020 7955 1472
Katharine Sharkey 020 7955 1410
The definitions used in the Offer Document dated 23 January 2003 have the same
meanings in this announcement unless the context otherwise requires.
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Collins Stewart and no one else in connection
with the Offers and the Option Proposals and will not be responsible to anyone
other than Collins Stewart for providing the protections afforded to clients of
HSBC Bank plc, or for providing advice in relation to the Offers and the Option
Proposals, or for giving advice in relation to the contents of this announcement
or any offer or arrangement referred to herein.
The Offers and the Option Proposals have been made in the United States, Canada
and Japan by Collins Stewart. References in this announcement to the Offers and
the Option Proposals being made by HSBC on behalf of Collins Stewart should be
read and construed accordingly.
The new Collins Stewart Shares to be allotted pursuant to the Offers and the
Option Proposals have not been and will not be registered under the US
Securities Act or under the securities laws of any state of the United States.
Accordingly, subject to certain exceptions, the new Collins Stewart Shares to be
allotted pursuant to the Offers and the Option Proposals are not being, and will
not be, offered or sold in the United States.
This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. The new Collins Stewart Shares to be allotted
pursuant to the Offers and the Option Proposals have not been, and will not be,
registered under the US Securities Act.
The availability of the Offers and the Option Proposals to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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