TIDMNWS TIDMDWN
RNS Number : 5209J
Smiths News PLC
01 July 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
RECOMMENDED CASH OFFERS
BY
SMITHS NEWS PLC
FOR
DAWSON HOLDINGS PLC
Posting of Offer Document
On 7 June 2011 the boards of directors of Smiths News Plc
("Smiths News") and Dawson Holdings Plc ("Dawson") announced the
terms of recommended cash offers for the entire issued and to be
issued ordinary and B ordinary share capital of Dawson to be made
by Smith News ("the Offers"). The offer price is 17.722 pence in
cash for each Dawson ordinary share and 17.722 pence in cash for
each Dawson B ordinary share.
The Offer Document and Form of Acceptance, which set out the
full details and terms of the Offers, are today being posted to the
shareholders of Dawson (and for information only, to persons with
information rights and participants in the Dawson Employee Share
Plans).
The first closing date of the Offers is at 3.00 p.m. (London
time) on 2 August 2011.
To accept the Offers for Dawson Shares held in certificated
form, Dawson Shareholders should complete, sign and return the Form
of Acceptance, which accompanies the Offer Document, in accordance
with the instructions set out therein and in the Offer
Document.
To accept the Offers for Dawson Shares held in uncertificated
form (that is, in CREST), Dawson Shareholders should follow the
procedure for electronic acceptance through CREST in accordance
with the instructions set out in the Offer Document.
Copies of the Offer Document and the Form of Acceptance are
available for inspection only during normal hours on any week day
(Saturday and public holiday excepted) at the offices of Herbert
Smith LLP, Exchange House, Primrose Street, London EC2A 2HS,
throughout the period during which the Offers remain open for
acceptance.
Unless defined herein, defined terms used in this announcement
have the same meaning given to them in the Offer Document.
A copy of this announcement and the Offer Document will, subject
to certain restrictions relating to persons resident in the
Restricted Jurisdictions, be published on Smith News' website as at
www.smithsnews.co.uk .
The contents of Smith News' website are not incorporated into
and do not form part of this announcement nor the Offer
Document.
Enquiries
Smiths News Tel: 0845 123 0000
Nick Gresham
Oriel Securities (financial adviser to Smiths Tel: 020 7710 7616
News)
David Arch
Buchanan (PR adviser to Smiths News) Tel: 020 7466 5000
Jeremy Garcia
Dawson Tel: 0203 167 4100
Hugh Cawley, Chief Executive
KPMG Corporate Finance (financial adviser Tel: 0113 231 3179
to Dawson) Tel: 0161 246 4548
Christian Mayo
Chris Belsham
MHP Communications (PR adviser to Dawson) Tel: 020 3128 8100
Reg Hoare
Further Information
Any acceptance or other response to the Offers should only be
made on the basis of information contained in the Offer Document
(which contains the full terms and conditions of the Offers) and,
if you hold Dawson Shares in certificated form, the Form of
Acceptance. Dawson Shareholders are advised to read the formal
documentation in relation to the Offers carefully.
Oriel Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for
Smiths News and no-one else in connection with the Offers and will
not be responsible to anyone other than Smiths News for providing
the protections afforded to clients of Oriel Securities nor for
providing advice in relation to the Offers. Neither Oriel
Securities nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Oriel
Securities in connection with this announcement, any statement
contained herein or otherwise.
KPMG Corporate Finance, which is authorised and regulated by the
Financial Services Authority for investment business activities, is
acting exclusively for Dawson as financial adviser in relation to
the Offers and is not acting for any other person in relation to
such Offers. KPMG Corporate Finance will not be responsible to
anyone other than Dawson for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement or any offers or arrangements referred to
herein.
Overseas jurisdictions
The Offers are not being made directly or indirectly, and
securities of Dawson will not be accepted for purchase from or on
behalf of any shareholder, in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of the
Offer Document and Form of Acceptance.
The availability of the Offers in, and the release, publication
or distribution of the Offer Document in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession the Offer Document and Form of
Acceptance comes who are not resident in the United Kingdom should
inform themselves about, and observe, any applicable restrictions.
Dawson Shareholders who are in any doubt regarding such matters
should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
In particular, as described in the Offer Document, the Offers
will not be made, directly or indirectly, in or into, or by the use
of the mails or any means of instrumentality (including, without
limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of Canada, Australia or Japan. Accordingly, except as
required by applicable law, copies of the Offer Document and Form
of Acceptance are not being, and may not be, mailed or otherwise
forwarded, distributed or sent in, into or from Canada, Australia
or Japan. Persons receiving the Offer Document and Form of
Acceptance (including without limitation nominees, trustees or
custodians) must not forward, distribute or send it into Canada,
Australia or Japan.
The Offer Document and Form of Acceptance has been prepared for
the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if the Offer Document and Form of Acceptance had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Notice to US holders of Dawson Shares
Each US shareholder of Dawson is urged to consult with his
independent professional adviser regarding any acceptance of the
Offers including, without limitation, to consider the tax
consequences associated with such shareholder's election to
participate in the Offers.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities has been made, or
will be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Exchange Act or the securities laws of
such other country, as the case may be; or (ii) pursuant to an
available exemption from such requirements.
The Offers are for the securities of a corporation organised
under the laws of England and Wales and are subject to the
procedure and disclosure requirements of the United Kingdom, which
are different from those of the United States. The Offers are being
made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offers are subject to certain disclosure and other procedural
requirements which may differ from those applicable under US
domestic tender offer procedures and laws.
To the extent permitted by applicable law, in accordance with
the Code and normal UK market practice and in compliance with Rule
14e-5 under the US Exchange Act, Smiths News and its affiliates or
their nominees or brokers (acting as agents) may from time to time
during the period in which the Offers remain open for acceptance
make certain purchases of, or arrangements to purchase, shares or
other securities in Dawson, otherwise than pursuant to the Offers,
such as in open market or privately negotiated purchases. Any such
purchases, or arrangements to purchase, will be undertaken to the
extent permitted by applicable law and will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, as well as with Rule 14e-5 under the US Exchange
Act. In addition, in accordance with, and to the extent permitted
by, the Code and normal UK market practice, Oriel Securities
serving as financial advisor and joint broker to Smiths News and
its affiliates may make purchases of, or arrangements to purchase,
securities of Dawson and various related derivative transactions in
the normal and ordinary course of their business. In addition, in
accordance with, and to the extent permitted by, the Code and
normal UK market practice, JP Morgan Cazenove serving as joint
broker to Smiths News and its affiliates may make purchases of, or
arrangements to purchase, securities of Dawson and various related
derivative transactions in the normal and ordinary course of
their business. Information regarding such activities which is
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
The receipt of cash pursuant to the Offers by a US holder of
Dawson Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local laws, as well
as foreign and other tax laws. Each holder of Dawson Shares is
urged to consult his independent financial adviser immediately
regarding any acceptance of the Offers, including, without
limitation, the tax consequences of any acceptance of the
Offers.
Both Smiths News and Dawson are incorporated under the laws of
England and Wales and some or all of the officers and directors of
Smiths News and Dawson may be residents of non-US jurisdictions. As
a result, it may be difficult for US holders of Dawson Shares to
enforce their rights or any claim arising out of the US federal
securities laws. US holders of Dawson Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment or jurisdiction.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Dawson or
of any paper offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any paper offeror is
first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Dawson and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Dawson or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of Dawson or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Dawson
or of any paper offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) Dawson and (ii) any paper offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Dawson or a paper offeror, they
will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by Dawson and by
any offeror and Dealing Disclosures must also be made by Dawson by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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