Offers Update
January 25 2005 - 10:27AM
UK Regulatory
RNS Number:7788H
Wolverhampton& Dudley Breweries PLC
25 January 2005
OFFERS UPDATE
The Wolverhampton & Dudley Breweries, PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
25 January 2005
Recommended Cash Offers
by The Wolverhampton & Dudley Breweries, PLC
and (outside the United States) by
McQueen Limited
on its behalf for
Burtonwood PLC
COMPULSORY ACQUISITION OF BURTONWOOD ORDINARY SHARES
On 6 January 2005, The Wolverhampton & Dudley Breweries, PLC (W&DB) announced
that the offers for the entire issued and to be issued ordinary share capital
(the Ordinary Offer) of Burtonwood PLC (Burtonwood) and the entire issued and to
be issued preference share capital of Burtonwood (together with the Ordinary
Offer, the Offers) as set out in the offer document of that date (the Offer
Document), had become unconditional in all respects.
As at 3.00 p.m. on 24 January 2005, valid acceptances have been received in
respect of 20,975,345 Burtonwood Ordinary Shares, representing approximately
96.15 per cent in value of the issued ordinary share capital of Burtonwood.
Accordingly, having received valid acceptances of the Ordinary Offer in respect
of over 90 per cent in value of the Burtonwood Ordinary Shares to which the
Ordinary Offer relates, W&DB will today be giving notice to those Burtonwood
Ordinary Shareholders who have not accepted the Ordinary Offer informing them
that it will compulsorily acquire their Burtonwood Ordinary Shares by applying
sections 428 to 430F of the Companies Act 1985.
The Offers (including the Loan Note Alternatives) will remain open for
acceptance until further notice. However, in accordance with the terms set out
in the Offer Document, it is no longer possible to make a valid election for the
Partial Share Alternative as valid elections have already been received for the
maximum number of New W&DB Shares available under the Partial Share Alternative.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries
McQueen 020 7667 6861
Jim Fallon
George Fleet
Hoare Govett 020 7678 8000
Christopher Zeal
gcg hudson sandler 020 7796 4133
Andrew Hayes
Nick Lyon
The Offers, including the Partial Share Alternative and the Loan Note
Alternatives, are not being made, directly or indirectly, in or into and will
not be capable of acceptance in or from Canada, Australia or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute documents in or into Canada, Australia or Japan.
The New W&DB Shares and the Loan Notes have not been, and will not be,
registered under or offered in compliance with applicable securities laws of any
state, province, territory or jurisdiction of Canada, Australia or Japan and the
relevant clearances have not been, and will not be, obtained from the securities
commission of any province of Canada, and no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, the New W&DB Shares and the Loan
Notes may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold, delivered or transferred, directly or
indirectly, in or into Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, a person located or resident in Canada, Australia or Japan.
The New W&DB Shares and the Loan Notes have not been, and will not be,
registered under the US Securities Act or under the securities laws of any
jurisdiction of the United States. Neither the SEC nor any US state securities
commission has approved or disapproved of the securities offered in connection
with the Ordinary Offer, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence.
The Offers are being made in the United States pursuant to an exemption from the
US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act. The
Ordinary Offer is also being made pursuant to an exemption from the registration
requirements of the US Securities Act provided by Rule 802 thereunder. New W&DB
Shares issued pursuant to the Ordinary Offer will be "restricted securities",
within the meaning of Rule 144(a)(3) under the US Securities Act, to the same
extent and proportion as the Burtonwood Ordinary Shares tendered into the
Ordinary Offer. The Loan Notes are being issued solely to offer tax advantages
not available in the United States. Accordingly, the Loan Notes may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or
into the United States (or to persons resident in the United States). The Loan
Notes will not be listed on any stock exchange.
McQueen, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for W&DB and no-one else in
connection with the Offers and will not be responsible to anyone other than W&DB
for providing the protections afforded to clients of McQueen nor for providing
advice in relation to the Offers or in relation to the content of this
announcement.
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offers or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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