ALEA Alea

RNS Number:4238Y
Fin Acquisition Limited
15 June 2007

Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.



                                                                    15 June 2007



                          Recommended Cash Acquisition

                           by FIN Acquisition Limited

                      a company formed at the direction of

           private equity funds advised by Fortress Investment Group

                     of Alea Group Holdings (Bermuda) Ltd.



                     Offer Unconditional as to Acceptances

1.         Introduction



On 21 May 2007 FIN Acquisition announced that it intended to implement the
Acquisition by means of an Offer for the entire issued and to be issued share
capital of Alea. Further details of the terms on which the Offer would be made
were announced on 22 May 2007, and the offer document containing the full terms
and conditions of the Offer was posted to Alea Shareholders on Saturday 2 June
2007 (the "Offer Document") together with the Form of Acceptance.



2.         Offer declared unconditional as to acceptances

FIN Acquisition announces that FIN Acquisition and its Affiliates now own or
have received valid acceptances of the Offer in respect of a total of
105,625,250 Alea Shares, representing approximately 61 per cent. of the Alea
Shares in issue.

Accordingly, the Board of FIN Acquisition announces that the acceptance
condition set out in condition (a) of Part A of Appendix I to the Offer Document
has been satisfied and that the Offer has become unconditional as to
acceptances.



The Offer will remain open for acceptance until further notice but for no less
than 14 days following 2 July 2007, the originally scheduled first closing date
of the Offer. Alea Shareholders who have not yet accepted the Offer are
encouraged to do so in accordance with the unanimous recommendation of the
Independent Directors as soon as possible.

The Offer remains conditional upon the remaining outstanding conditions
contained in Part A of Appendix I to the Offer Document.



3.         Acceptances



As at 5.00 p.m. (London time)/ 12 p.m. (New York time) on 14 June 2007, FIN
Acquisition had received valid acceptances of the Offer (which had not, where
permitted, been withdrawn) in respect of 95,541,750 Alea Shares representing
approximately 55 per cent. of Alea's issued share capital.  None of these
acceptances were received from persons acting in concert with FIN Acquisition
and each of these acceptances will be counted towards the satisfaction of the
acceptance condition under the Offer.



Prior to the announcement of the Acquisition on 4 April 2007, FIN Acquisition
had received irrevocable undertakings in respect of 95,536,945 Alea Shares
representing, in aggregate, approximately 55 per cent. of Alea's issued share
capital, to accept the Offer.  Further details of these irrevocable undertakings
are set out in the Appendix to this announcement.



In respect of the Alea Shares which are the subject of these irrevocable
undertakings, FIN Acquisition had at 5.00 p.m. (London time)/ 12 p.m. (New York
time) on 14 June 2007 received valid acceptances in respect of 95,513,940 Alea
Shares.



Save for 10,083,500 Alea Shares, representing approximately 6 per cent. of
Alea's issued share capital, which were purchased by Fortress Fund IV (Fund A)
LP, an Affiliate of FIN Acquisition, on 15 May 2007, neither FIN Acquisition nor
any person deemed to be acting in concert with FIN Acquisition for the purpose
of the Offer: (a) owned or controlled any Alea Shares, or any rights over such
Alea Shares immediately prior to 4 April 2007, being the commencement of the
Offer Period; (b) has acquired or agreed to acquire any Alea Shares (or rights
over Alea Shares) during the Offer Period, (c) is interested in or has any
rights to subscribe for Alea Shares (d) holds any short position (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative referenced to Alea Shares, (e) is a party to
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of any Alea Shares, or (f) has borrowed or
lent, save for borrowed shares which have been either on-lent or sold, any Alea
Shares.



4.         Accepting the Offer



Alea Shareholders who hold their Alea Shares in certificated form who wish to
accept the Offer and have not done so should complete their Form(s) of
Acceptance and return it/them by post or by hand (during normal business hours
only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom as soon as possible, by following the
procedure set out in paragraph 15(a) of Part 2 of the Offer Document.



Holders of Depositary Interests who wish to accept the Offer and have not done
so should make their acceptance electronically through CREST so that the TTE
instruction settles as soon as possible by following the procedure set out in
paragraph 15(b) of Part 2 of the Offer Document. Alea Shareholders who are CREST
Sponsored Members should refer to their CREST Sponsor before taking any action
as only their CREST Sponsor will be able to send the necessary TTE instruction
to CRESTCo in relation to their Depositary Interests.



Copies of the Offer Document and additional Forms of Acceptance are available
from Capita Registrars by telephone on 0870 162 3121, or +44 20 8639 3399 if
calling from outside the UK, or by post at The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, United Kingdom.



Terms defined in the Offer Document have the same meanings where used in this
announcement.



Enquiries



MJ2 Business Communications                                +44 (0) 20 7491 7776
(Public relations adviser to Fortress Investment Group and FIN Acquisition)
Tim McCall




Lazard                                                       +44 (0)20 7187 2000
(Financial adviser to Fortress Fund IV GP L.P., an Affiliate of Fortress
Investment Group, and FIN Acquisition)
Jon Hack
George Potter



Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to Fortress Fund IV GP L.P.,
an Affiliate of Fortress Investment Group, and FIN Acquisition and no one else
in connection with the Offer and will not be responsible to anyone other than
Fortress Fund IV GP L.P. and FIN Acquisition for providing the protections
afforded to customers of Lazard nor for providing advice in relation to the
Offer.



The availability of the Offer or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located.  Persons who are not so
resident should inform themselves of, and observe, any applicable requirements.
This announcement has been prepared for the purposes of complying with English
law and the Code and information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England.



This announcement is not intended to and does not constitute or form part of 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 or the
solicitation of any vote or approval in any jurisdiction.  Any response in
relation to the Offer should be made only on the basis of the information
contained in the Circular or the Offer Document. Alea Shareholders are advised
to read carefully the Circular and the Offer Document.



Unless otherwise determined by FIN Acquisition, the Offer is not being, and will
not be, made, directly or indirectly, in or into or by the use of the mails of,
or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, Japan or any
jurisdiction where to do so would violate the laws of that jurisdiction and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within Japan or any such jurisdiction. Accordingly copies of the Offer
Document, the Form of Acceptance and/or any related document are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from Japan or any such jurisdiction, and persons receiving
the Offer Document, the Form of Acceptance and/or any related document
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise distribute or send them in, into or from such jurisdiction as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to forward the
Offer Document, the Form of Acceptance and/or any related document to any
jurisdiction outside the United Kingdom and the United States should inform
himself of, and observe, any applicable legal or regulatory requirements of that
jurisdiction.






                                    APPENDIX



The irrevocable undertakings to accept the Offer referred to in this
announcement were received from:



(a)        John Reeve and R. Glenn Hilliard (being the only Independent
Directors who hold Alea Shares), in respect of their own beneficial holdings of
a total of 200,000 Alea Shares;



(b)        Kirk Lusk (being the only other Alea Director (save as set out in
paragraph 4 of Part 6 of the Circular) who holds Alea Shares), in respect of his
own beneficial holding of a total of 23,005 Alea Shares;



(c)        Fisher Capital Corp. L.L.C., of which James Fisher is the managing
member, in respect of its holding of 149,600 Alea Shares;



(d)        KKR 1996 Fund (Overseas) Limited Partnership, in respect of its
holding of 68,171,560 Alea Shares;



(e)        KKR Partners (International), Limited Partnership, in respect of its
holding of 2,568,520 Alea Shares;



(f)        State of Wisconsin Investment Board, in respect of its holding of
13,956,720 Alea Shares;



(h)        New York State Retirement Co-Investment Fund L.P., in respect of its
holding of 3,489,180 Alea Shares; and



(g)        CalPERS/PCG Corporate Partners, L.L.C. in respect its holding of
6,978,360 Alea Shares.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

OUPUVSARBNRNARR

Alea (LSE:ALEA)
Historical Stock Chart
From Jun 2024 to Jul 2024

Alea (LSE:ALEA)
Historical Stock Chart
From Jul 2023 to Jul 2024