OIG Oryx International Growth Fund Ltd

RNS Number:7991G
Oryx International Growth Fund Ld
27 July 2006

27 July 2006

 Not for release, publication or distribution, in whole or in part, in or into
 the United States, Canada, the Republic of South Africa, Japan or Australia or
   any other jurisdiction where to do so would constitute a violation of the
                      relevant laws of such jurisdiction.



                           OFFER WHOLLY UNCONDITIONAL



  Offer by Arbuthnot Securities Limited on behalf of Oryx International Growth
             Fund Limited ("Oryx") for Baltimore plc ("Baltimore")


Introduction

On 27 June 2006, the Board of Oryx announced the terms of an offer to acquire
the entire issued and to be issued share capital of Baltimore. The Offer was
made by Arbuthnot Securities on behalf of Oryx on 5 July 2006, when the document
setting out the full terms of the Offer was posted to Baltimore Shareholders.

On 18 July 2006 Oryx announced that the Offer had become unconditional as to
acceptances but that it remained subject to the other conditions contained in
Part A of Appendix I to the Offer Document.

The Board of Directors of Oryx is now pleased to announce that the Offer has,
subject to admission of the Oryx C Shares to the Official List of the London
Stock Exchange becoming effective (expected to take place at 8.00 a.m. today),
been declared unconditional in all other respects. The Offer, the first closing
date of which was 26 July 2006, will remain open for acceptance until further
notice.

Level of acceptances

As at 1.00 p.m. on 26 July 2006, the first closing date of the Offer, valid
acceptances for the Offer had been received from shareholders holding in
aggregate 99,641,109 Baltimore Shares representing approximately 69.4 per cent.
of Baltimore's Rule 2.10 Issued Share Capital.

Immediately prior to the commencement of the Offer Period Oryx owned a total of
702,643 Baltimore Shares, representing approximately 0.5 per cent. of
Baltimore's Rule 2.10 Issued Share Capital. In aggregate, therefore, Oryx now
owns and has received valid acceptances in respect of 100,343,752 Baltimore
Shares, representing approximately 69.9 per cent. of Baltimore's Rule 2.10
Issued Share Capital.

Prior to the posting of the Offer Document, Oryx had received: (i) irrevocable
undertakings from certain Baltimore Shareholders to accept the Offer in respect
of, in aggregate, 39,046,614 Baltimore Shares representing approximately 27.2
per cent. of Baltimore's Rule 2.10 Issued Share Capital; and (ii) letters of
intent to accept or procure acceptance of the offer from certain Baltimore
Shareholders in respect of, in aggregate, 35,163,262 Baltimore Shares
representing approximately 24.5 per cent. of Baltimore's Rule 2.10 Issued Share
Capital. Valid acceptances have been received in respect of all of the Baltimore
Shares which were the subject of the irrevocable undertakings and letters of
intent and are included in the total number of valid acceptances referred to
above.

Save as disclosed in this announcement, neither Oryx nor any person acting in
concert with it for the purpose of the Offer, has an interest in (or a right to
subscribe for or any short positions (whether conditional or absolute and
whether in the money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in respect of) or has borrowed or
lent (save for any borrowed shares which have been either on-lent or sold) any
Baltimore Shares during the Offer Period.

Formula Asset Value and issue of Oryx C Shares

In accordance with the terms and conditions of the Offer, the Formula Asset
Value of Baltimore has been calculated as at 18 July 2006 (being the
Unconditional Date) for the purposes of determining the number of Oryx C Shares
to which Baltimore Shareholders will be entitled under the Offer. The Formula
Asset Value per Baltimore Share, which has been prepared on the basis of
information provided by Baltimore, is 18.8 pence.

Accordingly, under the terms of the Offer an accepting Baltimore Shareholder
will be entitled to 1,000 Oryx C Shares for every 5,319 Baltimore Shares held.

Fractional entitlements to Oryx C Shares arising after calculation of each
accepting Baltimore Shareholder's entitlement under the terms of the Offer will
be disregarded and will not be issued.

Settlement of the Oryx C Shares due as consideration under the Offer in respect
of acceptances received not later than 1.00 p.m. on 26 July 2006, which are
complete in all respects, will be despatched on or before 10 August 2006 and,
thereafter, within fourteen days of the date of receipt in respect of further
acceptances which are complete in all respects.

Application has been made to the London Stock Exchange for up to 32,247,265 Oryx
C Shares, to be issued to Baltimore Shareholders as a result of the Offer, to be
admitted to the Official List. It is expected that listing of the Oryx C Shares
will become effective and that dealings will commence at 8.00 a.m. today, 27
July 2006, in respect of the 18,732,294 Oryx C Shares which have been allotted
to Baltimore Shareholders in exchange for those Baltimore Shares in respect of
which valid acceptances had been received by 1.00 p.m. on 26 July 2006.

Other

Oryx intends to procure that Baltimore will apply to the London Stock Exchange
for the cancellation of the admission of the Baltimore Shares to trading on AIM.
It is anticipated that such cancellation will take effect no earlier than 20
Business Days after Oryx has received sufficient acceptances from Baltimore
Shareholders to take its shareholding to over 75 per cent. It is also proposed
that resolutions will be proposed to re-register Baltimore as a private company.

Furthermore, it is Oryx's intention, assuming it becomes so entitled, to acquire
compulsorily any outstanding Baltimore Shares pursuant to the provisions of
sections 428 to 430F (inclusive) of the Act.

Cancelling the admission of the Baltimore Shares to trading on AIM is likely to
reduce significantly the liquidity and marketability of any Baltimore Shares in
respect of which the Offer has not been accepted.

Baltimore Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible. If you are in any doubt as to how to accept the Offer, please
contact Capita Registrars on 0870 162 3121, or if calling from outside the UK,
+44 (0)20 8639 2157.

A copy of this announcement will be submitted to the UK Financial Services
Authority for publication through the document viewing facility which is
situated at The Financial Services Authority, 25 North Colonnade, Canary Wharf,
London E14 5HS.

Enquiries:
Arbuthnot Securities Limited 020 7012 2000
Alastair Moreton

Terms defined in the Offer Document dated 5 July 2006 shall, unless the context
requires otherwise, have the same meanings in this announcement.

The contents of this announcement, which has been issued by and is the sole
responsibility of Oryx, has been approved solely for the purposes of section 21
of the Financial Services and Markets Act 2000 by Arbuthnot Securities Limited
of Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR.

Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Oryx and no one else
in connection with the Offer and will not be responsible to any other person for
providing the protections afforded to clients of Arbuthnot Securities or for
providing advice in relation to the Offer or any other matters referred to
herein.

This announcement does not constitute, or form part of, any offer or invitation
to sell or purchase any securities or solicitation of an offer to buy any
securities pursuant to the Offer or otherwise. The Offer is being made solely by
the Offer Documentation which contains the full terms and conditions of the
Offer, including details of how the Offer may be accepted.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
United States, or any other Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility,
directly or indirectly from or within the United States or any other Restricted
Jurisdiction. Accordingly, neither this announcement nor the Offer Documentation
is being, and must not be, mailed or otherwise forwarded, transmitted,
distributed or sent in, into or from the United States or any other Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
All Baltimore Shareholders or other persons, (including nominees, trustees or
custodians) who would or otherwise intend to, or may have a contractual or legal
obligation to, forward this announcement and/or part/all of the Offer
Documentation to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.

The Offer is not an offer of securities for sale in the United States or in any
jurisdiction in which such an offer is unlawful. The Oryx C Shares to be issued
in connection with the Offer have not been, nor will they be, registered under
the US Securities Act of 1933, as amended, or under the securities laws of any
state of the United States and may not be offered or sold in the United States,
absent registration or an applicable exemption from registration. No public
offering of the securities will be made in the United States. This announcement
and the Offer Documentation are not being made available to Baltimore
Shareholders with registered addresses in the United States or any Restricted
Jurisdiction and may not be treated as an invitation to subscribe for any Oryx C
Shares by any person resident or located in such jurisdictions or any other
Restricted Jurisdiction. Any persons (including, without limitation, custodians,
nominees and trustees) who have a contractual or other legal obligation to
forward this announcement and/or any part of the Offer Documentation to the
United States or any Restricted Jurisdiction should seek appropriate advice
before taking any action.

The Oryx C Shares have not been, and will not be, registered under the
applicable securities laws of any Restricted Jurisdiction. Accordingly, the Oryx
C Shares may not be offered, sold, delivered or transferred, directly or
indirectly, in or into any Restricted Jurisdiction or to or for the account or
benefit of any national, resident or citizen of any Restricted Jurisdiction.


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

END
OUPBIGDRLGDGGLL

Oryx International Growth (LSE:OIG)
Historical Stock Chart
From Jun 2024 to Jul 2024

Oryx International Growth (LSE:OIG)
Historical Stock Chart
From Jul 2023 to Jul 2024