GGT Group PLC - Offer Wholly Unconditional
March 02 1998 - 2:33AM
UK Regulatory
RNS No 7141b
GGT GROUP PLC
2nd March 1998
Not for release, distribution or publication in or
into the United States, Canada, Australia or Japan
Omnicom Group Inc. ("Omnicom")
Recommended Cash Offer for The GGT Group plc ("GGT")
Offer declared wholly unconditional
The Board of Omnicom announces that its recommended
cash offer for GGT has been declared wholly
unconditional and will remain open until further
notice.
At 3.00 pm on 27 February, 1998, the first
closing date of the Offer, valid acceptances of the
Offer had been received in respect of a total of
45,102,369 GGT shares, representing approximately
64.70 per cent. of the issued ordinary share capital
of GGT. Since the commencement of the offer period on
26 January, 1998, Omnicom has acquired or agreed to
acquire 8,449,959 GGT shares (of which 178,415 are
awaiting settlement) representing approximately
12.13 per cent. of the issued ordinary share
capital of GGT. Prior to the commencement of the offer
period, a subsidiary of Omnicom held 11 GGT shares
representing less than 0.01% of the issued ordinary
share capital of GGT. In aggregate, therefore, at
3.00 pm on 27 February, 1998, Omnicom and its
subsidiaries had received valid acceptances in respect
of, or was the registered and beneficial owner of,
53,373,924 GGT shares, representing approximately
76.56 per cent. of GGT's issued ordinary share capital.
The Offer having become unconditional as to acceptances
and all filings having been made and all appropriate
waiting periods under the United States Hart-Scott-
Rodino Antitrust Improvements Act 1976 and the
regulations made thereunder having either expired, lapsed,
or been terminated, as appropriate, Omnicom has, in
accordance with the terms of the Offer, waived the
remaining conditions of the Offer with the result that the
Offer is now wholly unconditional. The Offer is being
extended and will remain open for acceptance until
further notice. The Loan Note Alternative is also
being extended, but only for a period of 14 days so
that it will close at 3.00 pm on 13 March, 1998.
Omnicom received irrevocable undertakings to accept the
Offer from all the directors of GGT who held GGT shares
and from certain of their families and associated interests
in respect of their entire respective holdings amounting,
in aggregate, to 4,936,309 GGT shares representing
approximately 7.1 per cent. of GGT's issued ordinary
share capital. Valid acceptances have been received in
respect of all the shares subject to these undertakings
and are included in the total of valid acceptances received
as at 3.00 pm on 27 February, 1998.
Save as disclosed above, prior to the commencement of
the offer period on 26 January, 1998, neither Omnicom
nor any person acting in concert with Omnicom held any
GGT shares (or rights over such shares). Save as
disclosed above, neither Omnicom nor any person acting
in concert with Omnicom has otherwise acquired or
agreed to acquire any GGT shares during the offer period.
Terms defined in the Offer Document dated 6 February,
1998 have the same meanings in this press release unless
the context otherwise requires.
GGT shareholders who have not yet accepted the Offer
should despatch their Forms of Acceptance as soon as
possible.
Press enquiries:
Omnicom Group Inc. John Wren 001 212 415 3775
Morgan Stanley & Co. Limited Piers de Montfort 0171 425 5007
Omnicom Financial PR Anthony Wreford 0171 351 2790
Morgan Stanley & Co. Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for
Omnicom and for no one else in connection with the Offer
and will not be responsible to anyone other than Omnicom
for providing the protections afforded to customers of
Morgan Stanley & Co. Limited nor for giving advice in
relation to the Offer.
END
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