Hodder Headline PLC - Re Offer Acceptances, etc
21 Giugno 1999 - 9:29AM
UK Regulatory
RNS No 0937u
HODDER HEADLINE PLC
21 June 1999
Not for release, publication or distribution
in or into the United States, Canada, Australia or Japan
WH Smith Group PLC ("WH Smith")
Recommended cash offer for Hodder Headline PLC ("Hodder Headline")
Level of acceptances and extension of the Offer
It was announced on 25 May 1999 that WH Smith had acquired 18,325,571 Hodder
Headline Shares at 525 pence per share, representing 51.9 per cent. of Hodder
Headline's issued ordinary share capital. Accordingly, the offer for the
entire issued, and to be issued, share capital of Hodder Headline (the
"Offer") was declared unconditional in all respects on 2 June 1999. Also on
2 June 1999, WH Smith acquired a further 690,348 Hodder Headline Shares,
representing a further 2.0 per cent. of Hodder Headline's issued share
capital. These Hodder Headline Shares were acquired at 525 pence per share
through WH Smith's agent Cazenove.
As at 3.00 p.m. today (18 June), the first closing date of the Offer, valid
acceptances had been received in respect of 15,174,734 Hodder Headline
Shares, representing approximately 43.0 per cent. of the issued share capital
of Hodder Headline, which, together with the 19,015,919 Hodder Headline
Shares previously acquired by WH Smith, gives a total of 34,190,653 Hodder
Headline Shares, representing 96.9 per cent. of the issued share capital of
Hodder Headline. Of the valid acceptances received, elections for the Loan
Note Alternative were made in respect of 4,201,198 Hodder Headline Shares,
representing approximately 11.9 per cent. of the issued share capital of
Hodder Headline.
The Hodder Headline Directors holding Hodder Headline Shares irrevocably
undertook to accept the Offer in respect of 999,504 Hodder Headline Shares,
representing, in aggregate, approximately 2.8 per cent. of the issued share
capital of Hodder Headline. Acceptances representing these 999,504 Hodder
Headline Shares are included in the valid acceptances referred to above.
Save as disclosed above, neither WH Smith nor any person acting, or deemed to
be acting, in concert with WH Smith held any Hodder Headline Shares (or
rights over such shares) prior to the commencement of the Offer Period on 24
May 1999, or has otherwise acquired or agreed to acquire Hodder Headline
Shares (or rights over such shares) during the Offer period.
The Offer and the Loan Note Alternative have been extended and will remain
open for acceptance until 3.00 p.m. on Friday 2 July 1999. Hodder Headline
Shareholders who have not yet accepted the Offer are urged to complete and
return their Forms of Acceptance as soon as possible.
Richard Handover, Chief Executive of WH Smith, said:
"I am delighted that our offer for Hodder Headline has been successful. We
are now in a position to work together to achieve our shared objectives for
both businesses and for the benefit of the total book market."
_____________________________________________________________________________
ENQUIRIES
WH Smith 0171 514 9623
Richard Handover, Group Chief Executive
Keith Hamill, Finance Director
Tim Blythe, Director of Corporate Affairs
Schroders 0171 658 6000
Robert Swannell
Cazenove 0171 588 2828
Edmund Byers
The definitions set out in the offer document dated 28 May 1999 apply in this
announcement.
The Offer (including the Loan Note Alternative) is not being made, directly
or indirectly, in or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex
and telephone) of interstate or foreign commerce of, or of any facility of a
national securities exchange of, the United States, Canada, Australia or
Japan and the Offer cannot be accepted by any such use, means,
instrumentality or facility from within the United States, Canada, Australia
or Japan. Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and other related documents are not being, and must not be
taken, mailed or otherwise forwarded, distributed or sent (directly or
indirectly) in or into the United States, Canada, Australia or Japan.
This announcement is not an offer of securities for sale in the United States
and is not an extension of a tender offer for the equity securities of Hodder
Headline.
The Loan Notes have not been and will not be registered under the US
Securities Act of 1933, as amended, or under the securities laws of any state
or other jurisdiction of the United States, Canada, Australia or Japan.
Accordingly, the Loan Notes may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States or to, or
for the account or benefit of US persons, or in or into Canada, Australia or
Japan.
Schroders, which is regulated by The Securities and Futures Authority
Limited, is acting for WH Smith and no one else in connection with the Offer
and will not be responsible to anyone other than WH Smith for providing the
protections afforded to customers of Schroders or for providing advice in
relation to the Offer or any matter referred to herein or in the Offer
Document.
END
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