Hodder Headline PLC - Offer Extended/Acceptances
05 Luglio 1999 - 9:39AM
UK Regulatory
RNS No 8914b
HODDER HEADLINE PLC
5 July 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")
Levels of acceptances and extension of the Offer
Further to the announcement on 18 June 1999, as at 3.00 p.m. today (2 July),
the second closing date of the Offer, valid acceptances had been received in
respect of 16,443,112 Hodder Headline Shares, representing approximately 46.1
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 35,459,031 Hodder Headline Shares, representing 99.3 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 5,119,830 Hodder Headline Shares, representing approximately 14.3
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.
During the Offer Period, WH Smith acquired 19,015,919 Hodder Headline Shares,
representing 53.3 per cent. of Hodder Headline's issued share capital,
through WH Smith's agent Cazenove.
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.
WH Smith has received valid acceptances of the Offer representing over 90 per
cent. of the Hodder Headline Shares to which the Offer relates. Accordingly,
WH Smith intends to apply the provisions of sections 428-430F of the
Companies Act 1985 to compulsorily acquire all remaining Hodder Headline
Shares. WH Smith also intends, in due course, to procure the making by Hodder
Headline of an application for the cancellation of the listing of Hodder
Headline Shares on the London Stock Exchange.
The Offer and the Loan Note Alternative have been extended and will remain
open for acceptance until further notice. Hodder Headline Shareholders who
have not yet accepted the Offer are urged to complete and return their Forms
of Acceptance as soon as possible.
2 July 1999
_____________________________________________________________________________
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 with 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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