SIE Siemens N Ord

RNS Number:4662Q
Siemens AG
25 August 2005

Broadcastle PLC - Offer Update



Embargoed for release at 07:00



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN



25 August 2005



Recommended cash offer for Broadcastle plc



by PricewaterhouseCoopers LLP



on behalf of Siemens AG



Offer declared unconditional in all respects



1.            Offer unconditional in all respects


Siemens, having received acceptances in respect of Broadcastle Shares
representing more than 90 per cent. of the issued share capital of the Company,
announces that the acceptance condition has been satisfied.  As such, and
further to the announcement of 12 August 2005 that the Financial Services
Authority had given written approval to the acquisition of Broadcastle by
Siemens, all the conditions of the Offer have now been satisfied and/or waived. 
Accordingly, the Offer has been declared unconditional in all respects and will
remain open for acceptance until further notice.



2.            Detailed level of acceptances


As at 3.00 p.m. (London time) on 24 August 2005, valid acceptances had been
received in respect of 30,283,033
Broadcastle Shares, representing approximately 90.02 per cent. of Broadcastle's
issued share capital.

Prior to the announcement of the Offer on 26 July 2005, Siemens had received
irrevocable undertakings to accept the Offer in respect of a total of 9,866,766
Broadcastle Shares, representing approximately 29.3 per cent. of the issued
share capital of Broadcastle. Valid acceptances of the Offer have been received
in respect of 9,778,983 of these shares, representing approximately 29.1 per
cent. of Broadcastle's issued share capital.

Prior to the announcement of the Offer on 26 July 2005, Siemens had also
received a non-binding letter of intent to accept the Offer from Merrill Lynch
Investment Management. This letter of intent was given in respect of a total of
1,230,300 Broadcastle Shares, representing approximately 3.7 per cent. of the
issued share capital of Broadcastle. Valid acceptances of the Offer have been
received in respect of all of these shares.

Save as disclosed in this announcement and in the Offer Document, neither
Siemens nor any person acting in concert with Siemens for the purposes of the
Offer held any Broadcastle Shares (or rights over such shares) before 26 July
2005, the first day of the Offer Period, nor has any such person acquired or
agreed to acquire any such shares (or rights over such shares) since the
commencement of the Offer Period.



3.            Consideration

Settlement of the consideration due under the Offer will be dispatched by first
class post on or before 7 September 2005 to Broadcastle Shareholders who have
validly accepted the Offer on or before 24 August 2005.

Thereafter, consideration will be dispatched to Broadcastle Shareholders who
validly accept the Offer within 14 days of receipt of an acceptance valid in all
respects.


4.            Delisting and Compulsory Acquisition


Application will be made to the FSA for the cancellation of the listing of
Broadcastle Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of Broadcastle Shares on the London
Stock Exchange, with each expected to take effect from 23 September 2005, being
20 business days following the date of this announcement.

In addition, Siemens intends in due course to implement the procedures set out
in sections 428 to 430F of the Companies Act to acquire compulsorily any
outstanding Broadcastle Shares to which the Offer relates.


Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible.


Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 29 July 2005.



Enquiries:



Siemens

Wolfram Trost, Siemens Corporate Communications             +49 (0) 89 636 34794



Konstanze Tauber, Siemens Financial Services Group          +49 (0) 89 636 31565
Corporate Communications



Andy Brown, Siemens Financial Services UK                   +44 (0) 20 8233 4046
Corporate Communications



PricewaterhouseCoopers
Gerry Young                                                 +44 (0) 20 7583 5000



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.


PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Siemens and for no one else in relation to the Offer
and will not be responsible to anyone other than Siemens for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.


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,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan. The Offer should not be accepted by any such use, means,
instrumentality or facility or from or within the United States, Canada,
Australia or Japan.  Doing so may render invalid any purported acceptance of the
Offer.  Accordingly, this announcement, the Offer Document and the Form of
Acceptance and any related offer documents are not being mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan.


The ability of Broadcastle Shareholders who are not resident in the United
Kingdom to accept the Offer may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.




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