CALA PLC - Further re Possible Offer
01 Giugno 1999 - 9:50AM
UK Regulatory
RNS No 0714j
CALA PLC
1 June 1999
CASH OFFER
on behalf of Miller 1999 plc
for CALA plc
Miller 1999 plc ('Miller') notes weekend press comment regarding the
possibility of an offer in excess of 200p per share being made by or on behalf
of institutional shareholders in CALA plc ('CALA') in order to counter the
effect which any matching offer of 200p per share by Dotterel Limited
('Dotterel') (the MBO vehicle of CALA executive management) would have in
frustrating the possibility of Miller making a higher offer.
Such a response from institutional shareholders would be consistent with the
overwhelming support which Miller received from major institutional
shareholders for the objectives of its unsuccessful appeal to the Takeover
Panel to allow Miller to increase its offer to up to 210p per share if
Dotterel made a matching offer. Miller would welcome such a move in order to
break the deadlock which may well be created as a result of two equal bids.
As a consequence, Miller wishes to advise CALA shareholders that, in the event
that an offer in excess of 200p and up to and including 209p per CALA ordinary
share is announced by Dotterel or another offeror, Miller will increase its
offer to 210p per CALA ordinary share.
Given the reports of the possibility of an offer in excess of 200p per share
being announced by or on behalf of institutional shareholders, Miller strongly
encourages CALA shareholders to take no action in the meantime in respect of
any 200p offer from Dotterel.
CALA shareholders should be aware that Miller has now advised the Independent
Directors of CALA that Miller's offer will be conditional only upon receipt of
acceptances which, together with shares already owned by Miller, represent
over 50% of CALA's ordinary share capital (ie all other conditions of the
offer will be waived).
CALA shareholders should also be aware that, in Miller's view, a 200p offer
from Dotterel is not in the best interests of CALA shareholders. In
particular:
- in the absence of a higher offer from a third party, it would not enable
Miller to increase its offer to 210p;
- it would create a real prospect of stalemate with neither offeror
achieving its acceptance condition and both offers being forced to lapse.
There is then the risk that the CALA share price would fall back to nearer
107.5p, being the price of a CALA ordinary share on 12 March 1999 (the
last business day prior to the announcement of proposals for a management
buy-out of CALA) ;
- it adds nothing that the Miller 200p offer is not already offering;
- given that Dotterel's reported gearing at its previously announced offer
level of 190p per share was some 2,272%, it is difficult to see how a
Dotterel offer at 200p per share would create enhanced career prospects
for CALA employees or lead to employment opportunities arising from
further growth by acquisition, compared with the prospects of joining
Miller which, after the acquisition of CALA, would be the UK's largest
private housebuilder headquartered in Scotland.
Miller will be posting its offer document to CALA shareholders shortly and
will make a further announcement in due course.
Enquiries:
Steve Jacobs/Nicola Marsden, Financial Dynamics Tel: 0171 831 3113
(PR advisers to Miller)
Deloitte & Touche Corporate Finance is a division of Deloitte & Touche.
Deloitte & Touche of Stonecutter Court, 1 Stonecutter Street, London, EC4A 4TR
is authorised by the Institute of Chartered Accountants in England and Wales
to carry on investment business. Charterhouse Securities is regulated in the
UK by The Securities and Futures Authority Limited. Deloitte & Touche
Corporate Finance and Charterhouse Securities are acting for Miller and its
parent company, The Miller Group Limited, and no one else in connection with
the Offer, and will not be responsible to anyone other than Miller and The
Miller Group Limited for providing the protections afforded to customers of
Deloitte & Touche Corporate Finance and Charterhouse Securities or for
providing advice in relation to the Offer.
The directors of The Miller Group Limited (James Miller, Keith Miller, John
Richards, Robert Clarke, Philip Miller, Geoffrey Potton, Hew Balfour, Malcolm
Gourlay and John Mather) accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the
directors of The Miller Group Limited (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely to affect
the import of such information.
Deloitte & Touche Corporate Finance and Charterhouse Securities have approved
this announcement as an investment advertisement solely for the purpose of
Section 57 of the Financial Services Act 1986.
END
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