Rubicon Group PLC - Recommended Cash Offers
October 09 1998 - 12:54PM
UK Regulatory
RNS No 1816a
RUBICON GROUP PLC
9th October 1998
(NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN)
Recommended Cash Offers
by
Goldman Sachs International
on behalf of
APW Enclosure Systems Limited
a subsidiary of Applied Power Inc.
for
Rubicon Group plc
COMPULSORY ACQUISITION OF OUTSTANDING
RUBICON ORDINARY SHARES
* On 30 September 1998 APW Enclosure Systems Limited ("APW Enclosure
Systems") announced that the recommended cash Offers to acquire the entire
issued and to be issued share capital of Rubicon Group plc ("Rubicon") had
been declared unconditional in all respects.
* As at 3.00 p.m. on 8 October 1998, the latest practicable date prior to
the making of this announcement, APW Enclosure Systems had received valid
acceptances of the Ordinary Offer in respect of 67,377,271 Rubicon
Ordinary Shares, representing approximately 76.58 per cent. of Rubicon's
issued ordinary share capital. These acceptances include valid
acceptances of the Ordinary Offer received from the directors of Rubicon,
certain members of their immediate families and certain related nominees
in respect of the 6,342,367 Rubicon Ordinary Shares, representing
approximately 7.2 per cent. of Rubicon's issued ordinary share capital, in
respect of which APW Enclosure Systems had previously received irrevocable
undertakings to accept the Offers.
* In addition, since the posting of the Offer Document on 8 September
1998 APW Enclosure Systems has acquired or agreed to acquire 17,335,273
Rubicon Ordinary Shares, representing approximately 19.7 per cent. of
Rubicon's issued ordinary share capital. Accordingly, APW Enclosure
Systems now either owns, or has received valid acceptances in respect of,
a total of 84,712,544 Rubicon Ordinary Shares, representing approximately
96.28 per cent. of Rubicon's issued ordinary share capital.
* Consequently, APW Enclosure Systems is today implementing the procedure
under sections 428 to 430F of the Companies Act 1985, as amended, to
acquire compulsorily all of the outstanding Rubicon Ordinary Shares which
it does not already hold or has not already acquired, contracted to
acquire or received valid acceptances in respect of.
* As at 3.00 p.m. on 8 October 1998, the latest practicable date prior
to the making of this announcement, valid acceptances of the Preference
Offer had also been received in respect of 14,577 Rubicon Preference
Shares, representing approximately 14.58 per cent. of Rubicon's issued
cumulative preference share capital.
* The Offers for the entire issued and to be issued share capital of
Rubicon, including the Guaranteed Loan Note Alternative, as set out in the
formal offer document dated 8 September 1998 (the "Offer Document"), will
remain open for acceptance until further notice.
PRESS ENQUIRIES:
Goldman Sachs International Meyrick Cox 0171 774 1000
Definitions used in the Offer Document have the same meanings in this
announcement, unless the context otherwise requires.
Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Applied Power Inc. and
APW Enclosure Systems Limited and no one else in connection with the Offers
and will not be responsible to anyone other than Applied Power Inc. and APW
Enclosure Systems Limited for providing the protections afforded to the
customers of Goldman Sachs International or for providing advice in relation
to the Offers.
END
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