Offer Update
31 Agosto 2000 - 9:00AM
UK Regulatory
RNS Number:1646Q
Citadel Holdings PLC
31 August 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
CLS Holdings plc ("CLS") approves recommended merger offer
(the "Merger Offer") for Citadel Holdings plc ("Citadel")
The board of CLS announces that at the Extraordinary
General Meeting held on 30 August 2000 the resolutions to
approve the Merger Offer for Citadel were duly passed.
All the remaining conditions (save for the conditions
relating to admission to listing of the New CLS Shares on
the Official List of the UK Listing Authority and
admission to trading on the London Stock Exchange's main
market for listed securities (which is expected to occur
today)) have been, and remain, satisfied or waived.
Accordingly, subject to such admissions becoming
effective, the board of CLS declares the Merger Offer
wholly unconditional in all respects.
Settlement of the consideration to which Citadel
shareholders are entitled in respect of valid acceptances
received by 3.00 p.m. on 30 August 2000, will be made by
13 September 2000 (being 14 days following the Merger
Offer being declared unconditional in all respects).
Details of the settlement procedures are set out in the
offer document dated 3 August 2000. For those Citadel
shareholders who have still to accept the Merger Offer
settlement will be made within 14 days of the date of
receipt of valid acceptances.
The Merger Offer will remain open until further notice.
The procedure for acceptance of the Merger Offer is set
out in the offer document and form of acceptance which
were posted to Citadel shareholders on 3 August 2000.
Citadel shareholders who wish to accept the Merger Offer
and have not yet done so should return their completed
form of acceptance as soon as possible.
Enquiries:
CLS Holdings plc
Keith Harris Non-executive 020 7582 7766
Director, on behalf
of the CLS
Independent
Directors
HSBC Investment Bank plc
Jonathan Gray 020 7336 9983
The CLS Directors accept responsibility for the
information contained in this announcement. To the best
of the knowledge and belief of the CLS Directors (who have
taken all reasonable care to ensure that such is the
case), the information contained in this announcement for
which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of
that information.
Definitions contained in the offer document dated 3 August
2000 apply in this announcement.
The Merger Offer is not being made, directly or
indirectly, in or into the United States, Australia,
Canada or Japan. Accordingly, copies of this announcement
are not being, and must not be, distributed or sent in,
into or from the United States, Canada, Australia or Japan
(whether by means of the mail or by any means or
instrumentality of interstate or foreign commerce),
including, without limitation, to any Citadel shareholders
or participants in the Citadel Share Option Scheme with
registered addresses in the United States, Canada,
Australia or Japan or to persons whom CLS knows to be
trustees, nominees or custodians holding Citadel Shares
for such persons.
HSBC Investment Bank plc, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited,
is acting exclusively for CLS Holdings plc and no-one else
in connection with the Merger Offer and will not be
responsible to anyone other than CLS Holdings plc for
providing the protections afforded to customers of HSBC
Investment Bank plc or for providing advice in relation to
the Merger Offer or any other matter referred to herein.
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