Bristol United Press - Offer Wholly Unconditional
January 27 2000 - 2:03AM
UK Regulatory
RNS Number:5104E
Bristol United Press PLC
26 January 2000
(NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA OR JAPAN)
Recommended cash offer by ING Barings Limited
on behalf of Daily Mail and General Trust plc
for Bristol United Press plc
OFFER WHOLLY UNCONDITIONAL
ING Barings announces on behalf of DMGT that following yesterday's
announcement that the Secretary of State for Trade and Industry has decided
not to refer the proposed acquisition of BUP by DMGT to the Competition
Commission, all the conditions of the Offer have been satisfied and,
accordingly, the Offer is now wholly unconditional. The Offer, including
the Loan Note Alternative, will remain open for acceptance until further
notice.
As at 3.00 p.m. on 26 January 2000, DMGT owned or had received valid
acceptances of the Offer in respect of a total of 14,897,147 BUP Shares,
representing approximately 91.1 per cent. of the existing issued ordinary
share capital of BUP.
As at 3.00 p.m. on 26 January 2000, valid acceptances of the Offer had been
received in respect of 10,974,359 BUP Shares, representing approximately
67.1 per cent. of the existing issued ordinary share capital of BUP. These
acceptances include valid acceptances of the Offer received from all the
Non-DMGT Directors of BUP in accordance with the irrevocable undertakings
to accept the Offer given by them in respect of their entire holdings,
which total 9,800 BUP Shares, representing approximately 0.06 per cent. of
the existing issued ordinary share capital of BUP.
Prior to the commencement of the offer period, DMGT owned 3,922,788 BUP
Shares, which, when aggregated with the 964,372 BUP Shares owned by the
Harmsworth and Mail Newspapers Pension Schemes, the 3,200 BUP Shares owned
by the DMGT Directors of BUP and the 1,000 BUP Shares held by Williams de
Broe as nominee (all of which are acting, or deemed to be acting, in
concert with DMGT for the purposes of the City Code), represent
approximately 29.9 per cent. of BUP's existing issued ordinary share
capital. Valid acceptances have been received in respect of the 968,572 BUP
Shares owned by persons acting, or deemed to be acting, in concert with
DMGT, representing approximately 5.9 per cent. of BUP's existing issued
ordinary share capital.
Save as set out above and in the Offer Document, neither DMGT, nor any
person acting, or deemed to be acting, in concert with DMGT, has acquired
or agreed to acquire any BUP Shares (or rights over BUP Shares) during the
offer period and no acceptances of the Offer have received from any person
acting or deemed to be acting in concert with DMGT.
The consideration due to accepting BUP Shareholders, including Loan Notes,
is expected to be despatched either on or before 9 February 2000, in
respect of acceptances complete in all respects and received not later than
3.00 p.m. on 26 January 2000, or within 14 days of the date of receipt of
further acceptances which are valid and complete in all respects.
Proposals to holders of options under the BUP Share Option Schemes will be
posted in due course.
As stated in the Offer Document, it is DMGT's intention to procure that BUP
applies to the London Stock Exchange for BUP Shares to be de-listed and to
seek to re-register BUP as a private company. It is anticipated that, with
the consent of the London Stock Exchange, the cancellation of the listing
on the London Stock Exchange will take effect on 23 February 2000, being
the date twenty business days from 26 January 2000, the date on which the
Offer became wholly unconditional.
BUP Shareholders who have not yet accepted the Offer should complete and
despatch their Forms of Acceptance as soon as possible.
Enquiries:
ING Barings Nicholas Gold 0171 767 1000
Dominic Wallis
Definitions used in the Offer Document have the same meanings in this
announcement, unless otherwise indicated.
The Offer, including the Loan Note Alternative, is not being made, directly
or indirectly, in or into the United States, Canada, Australia and Japan,
or to any resident of the United States, Canada, Australia or Japan or by
use of the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities exchange
of, any of the aforesaid jurisdictions. This includes, but is not limited
to, post, facsimile transmission, telex, or any other electronic forms of
transmission and telephone. Accordingly, copies of this announcement are
not being and must not be mailed, forwarded or otherwise distributed or
sent in, into or from the United States, Canada, Australia, or Japan
including to BUP Shareholders or participants in the BUP Share Option
Schemes with registered addresses in any of the aforesaid jurisdictions or
to persons whom DMGT knows, or has reason to believe, to be custodians,
trustees or nominees holding BUP Shares for persons with addresses in any
of the aforementioned jurisdictions. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not
distribute or send it in, into or from the United States, Canada, Australia
or Japan.
ING Barings, which is regulated by The Securities and Futures Authority
Limited, is acting for DMGT and no-one else in connection with the Offer
and will not be responsible to anyone other than DMGT for providing the
protections afforded to customers of ING Barings nor for providing advice
in relation to the Offer.
END
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