TIDMOPD
RNS Number : 6288U
Offerco Limited
26 June 2009
OFFER UPDATE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
26 June 2009
For immediate release
Recommended Cash Offer
by
Offerco Limited ("Offerco")
for
OPD Group plc ("OPD")
First closing date acceptance level. Offer declared unconditional as to
acceptances and wholly unconditional
Summary
* The Board of Offerco announces the level of acceptances for its Offer for OPD at
the first closing date of the Offer and that its Offer is declared unconditional
as to acceptances and wholly unconditional. The Offer will be extended until 10
July 2009.
First closing date of the Offer - acceptances
* On 5 June 2009, Offerco made an offer for the entire issued and to be issued
ordinary share capital of OPD (the "Offer").
* As at 1.00 pm on 26 June 2009, the first closing date of the Offer, valid
acceptances had been received in respect of a total of 5,846,373 OPD Shares
representing approximately 22.01 per cent of OPD's existing issued share
capital. Each of these acceptances may be counted by Offerco towards the
satisfaction of the acceptance condition of the Offer.
* As set out in the Offerco Offer Document dated 5 June 2009, Offerco had received
irrevocable undertakings from the OPD Directors and other OPD Shareholders to
accept the Offer in respect of 1,978,446 OPD Shares, representing, in aggregate,
approximately 7.4 per cent. of OPD's existing issued share capital. With respect
to these irrevocable undertakings, valid acceptances of the Offer have been
received in respect of 1,953,446 OPD Shares representing approximately 7.3 per
cent of OPD's existing issued share capital. These acceptances are included in
the total of valid acceptances referred to above. The balance of OPD Shares
covered by these irrevocable undertakings to accept the Offer, being 25,000 OPD
Shares representing approximately 0.1 per cent of OPD's existing issued share
capital remain outstanding. The details of the irrevocable undertakings and of
those that are outstanding are set out in the Appendix.
* As set out in the Offerco Offer Document, parties deemed for the purposes of the
Code to be acting in concert with Offerco, excluding Peter Hearn and Graphite
whose OPD Shares have been transferred outside the terms of the Offer as
referred to below, held 1,683,523 OPD Shares, representing, in aggregate,
approximately 6.3 per cent. of OPD's existing issued share capital. Certain of
these concert parties have also given irrevocable undertakings as referred to
above. With respect to these concert parties, valid acceptances of the Offer
have been received in respect of 1,632,153 OPD Shares representing approximately
6.1 per cent of OPD's existing issued share capital. These acceptances are
included in the total of valid acceptances referred to above. The details of the
concert party holdings are set out in the Appendix.
* Peter Hearn, Graphite and Offerco entered into an Exchange Agreement on 26 May
2009, the terms of which include a conditional agreement by Offerco to acquire
at a price equal to the Offer Price 6,982,250 OPD Shares from Peter Hearn and
1,543,837 OPD Shares from Graphite. Such shares have today been acquired outside
the terms of the Offer. Hence Offerco controls 8,526,087 OPD Shares,
representing approximately 32.1 per cent of the existing issued share capital of
OPD.
* Accordingly as at 1.00 pm on 26 June 2009 Offerco either owned or had received
valid acceptances in respect of a total of 14,372,460 OPD Shares, representing
approximately 54.11 per cent. of OPD's existing issued share capital.
* Accordingly the condition in paragraph (a) of Appendix I Part A of the Offer
Document is now satisfied and the Offer has become unconditional as to
acceptances. All other conditions having been either fulfilled or waived, the
Offer has become wholly unconditional.
* Save as disclosed in this Announcement or in the Offer Document neither Offerco
nor any person who was or may have been deemed to be acting in concert with
Offerco for the purposes of the Offer held any OPD Shares (or interests in or
rights over such shares) prior to 15 May 2009, the first day of the Offer
Period, nor have they acquired or agreed to acquire any such shares (or rights
over such shares) since the commencement of the Offer Period.
Offer extended
* The Offer will be extended until 1.00 pm on 10 July 2009.
* OPD Shareholders who want to accept the Offer should complete the Form of
Acceptance and send this together with their share certificates to Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU, so as to be received as soon as possible and, in any event, by no later
than 1.00 pm on 10 July 2009. OPD Shareholders who hold their shares in
uncertificated form should ensure that an electronic acceptance is made through
CREST as set out in the Offer Document.
Definitions and availability of announcement
* The definitions used in this announcement shall have the same meaning given to
them in the Offer Document dated 5 June 2009.
* This announcement, the Offer Document and all other documents, announcements or
information published in relation to the Offer by Offerco will be available on
the website of OPD (www.opdgroup.com).
Enquiries:
Herax Partners LLP
(Acting on behalf of Offerco)
+-------------------------------------------------+------------------+
| Angus MacPherson | +44 (0) 20 7355 |
| | 9980 |
+-------------------------------------------------+------------------+
| Andres Reig-Schmidt | +44 (0) 20 7355 |
| | 9981 |
+-------------------------------------------------+------------------+
The Appendix contains the sources and bases of information used in this
Announcement, details of the irrevocable undertakings to accept the Offer
received by Offerco and details of concert party holdings.
Herax Partners LLP ("Herax"), which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Offerco
and no one else in connection with the Offer and the matters referred to in this
Announcement. Herax will not be responsible to any person other than Offerco for
providing the protections afforded to customers of Herax, nor for providing
advice in relation to the Offer or any other matter referred to in this
Announcement.
The full terms of and conditions to the Offer are set out in the Offer Document
and the Form of Acceptance. In deciding whether or not to accept the Offer, OPD
Shareholders should rely solely on the information contained in, and follow the
procedures set out in, the Offer Document and Form of Acceptance. Terms defined
in the Offer Document have the same meanings in this Announcement.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
The distribution of this Announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to persons outside the United Kingdom
may be affected by the laws of other jurisdictions. Therefore any persons who
are subject to the laws of any jurisdiction other than the United Kingdom or OPD
Shareholders who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements of such
jurisdictions.
Unless otherwise determined by Offerco or required by the Code and permitted by
applicable law and regulation, and subject to any dispensation required from the
Takeover Panel, the Offer is not being and will not be made, directly or
indirectly, in or into or from or by the use of the mails, or by any other means
or instrumentality (including without limitation, telephonically or facsimile,
telex, internet or any other form of electronic communication) of interstate or
foreign commerce of, or through any facilities of a national securities exchange
of the United States, Canada, Australia or Japan and any other jurisdiction to
which or where the extension or acceptance of the Offer would breach or violate
the law of that jurisdiction (each a "Restricted Jurisdiction"), and the Offer
is not capable of acceptance by any such use, means, instrumentality or
facilities from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by Offerco or required by the Code and permitted by
applicable law and regulation copies of this Announcement and any other related
document are not being, and must not be, directly or indirectly mailed,
transmitted or otherwise forwarded, distributed or sent in or into any
Restricted Jurisdiction and persons receiving this Announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and not mail or otherwise forward, distribute or send it in or into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Any person (including, without limitation, custodians,
nominees and trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this Announcement and/or the Offer
Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Notwithstanding the foregoing,
Offerco will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.
The directors of Offerco, John Pike and Peter Hearn, accept responsibility for
the information contained in this Announcement. To the best of the knowledge and
belief of the directors of Offerco (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.
Further Information on the Offer
This Announcement has been prepared for the purposes of complying with English
law and the Code and information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside England.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the Code.
Forward Looking Statements
This Announcement, including information included or incorporated by reference
in this Announcement, may contain "forward-looking statements" concerning the
financial condition, results of operation(s) and business(es) of OPD and
Offerco. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties which because they relate to factors and events and depend on
circumstances that will occur in the future could or may cause actual results or
developments to differ materially from those expressed in or implied by the
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' abilities to control or estimate
precisely, such as future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on such
statements which speak only as at the date of this Announcement. Offerco assumes
no obligation and does not intend to update these forward-looking statements,
except as required pursuant to applicable law.
If you are in any doubt about the Offer, the contents of this Announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX
(a) References to the existing issued share capital of OPD are references to
OPD Shares in issue on 26 June 2009 (being the last Business Day prior to the
release of this Announcement), being 26,560,334 OPD Shares.
(b) Irrevocable undertakings to accept or procure the acceptance of the Offer
in respect of the following OPD Shares have been given:
+------------------------------+---------------------+--------------------------+
| Name | Number of OPD | Percentage of existing |
| | Shares | issued share capital |
+------------------------------+---------------------+--------------------------+
| Doug Sutherland | 38,715 | 0.15% |
+------------------------------+---------------------+--------------------------+
| Ian Moss | 6,516 | 0.02% |
| Francesca | 186,594 | 0.70% |
| Robinson | 223,640 | 0.84% |
| Richard | 105,813 | 0.40% |
| Boggis-Rolfe | 122,074 | 0.46% |
| Virginia | | |
| Bottomley (i) | | |
| Lucy | | |
| Boggis-Rolfe | | |
+------------------------------+---------------------+--------------------------+
| Marilyn Lee | 748,625 | 2.82% |
+------------------------------+---------------------+--------------------------+
| The Hearn | 236,537 | 0.89% |
| Foundation | | |
+------------------------------+---------------------+--------------------------+
| Kleinwort Benson | 189,901 | 0.71% |
| (Channel | | |
| Islands) Pension | | |
| Trustees Limited | | |
| as Trustee of | | |
| the OPD Group | | |
| plc Employee | | |
| Share Trust (ii) | | |
+------------------------------+---------------------+--------------------------+
| International | 120,031 | 0.45% |
| Resources Group | | |
| Limited Employee | | |
| Benefit Trust | | |
| (iii) | | |
+------------------------------+---------------------+--------------------------+
| | | |
+------------------------------+---------------------+--------------------------+
| | | |
+------------------------------+---------------------+--------------------------+
| Total | 1,978,446 | 7.45 % |
+------------------------------+---------------------+--------------------------+
Notes: (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares
held through her Self-Invested Personal Pension as nominee (ii) held through KB
(CI) Nominees ESOP Account (iii) held through Rysaffe Trustee Company (CI)
Limited
These irrevocable undertakings will only lapse and cease to be binding on the
earlier of the following occurrences:
* the Offer Document not being posted to the OPD Shareholders within 28 days (or
such longer period as the Takeover Panel may agree being not more than six
weeks) after 27 May 2009;
* (for Richard Boggis-Rolfe, Lucy Boggis-Rolfe and Virginia Bottomley only) the
Offer being declared or becoming unconditional in all respects, lapsing or being
withdrawn without becoming unconditional in all respects;
* the Offer closing, lapsing or being withdrawn (in accordance with its terms); or
* the Offer not becoming or being declared unconditional in all respects by
6.00p.m. on 15 September 2009.
(c) Of those irrevocable undertakings to accept the Offer referred to in (b)
above, the following remain outstanding and have not been assented to the Offer:
+------------------------------+---------------------+--------------------------+
| Name | Number of OPD | Percentage of existing |
| | Shares | issued share capital |
+------------------------------+---------------------+--------------------------+
| Virginia | 25,000 | 0.1% |
| Bottomley (i) | | |
| | | |
+------------------------------+---------------------+--------------------------+
* (d) Holdings in OPD Shares of parties deemed under the Code to be acting in
concert with Offerco on 26 June 2009 (being the last Business Day prior to this
Announcement) were as follows:
+------------------------------+---------------------+
| Name | Number of OPD |
| | Shares |
+------------------------------+---------------------+
| | |
+------------------------------+---------------------+
| Francesca | 186,594 |
| Robinson | 223,640 |
| Richard | 105,813 |
| Boggis-Rolfe | 122,074 |
| Virginia | |
| Bottomley (i) | |
| Lucy | |
| Boggis-Rolfe | |
+------------------------------+---------------------+
| Marilyn Lee | 748,625 |
+------------------------------+---------------------+
| The Hearn | 236,537 |
| Foundation | |
+------------------------------+---------------------+
| Simon Murphy | 17,500 |
+------------------------------+---------------------+
| Jacqueline | 11,370 |
| Richards | |
+------------------------------+---------------------+
| William Eccles | 20,000 |
| (ii) | |
+------------------------------+---------------------+
| Claire Eccles | 11,370 |
| Will Trust (ii) | |
+------------------------------+---------------------+
| Total | 1,683,523 |
+------------------------------+---------------------+
Notes: (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares
held through her Self-Invested Personal Pension as nominee (ii) held through a
nominee company of their custodian, Rock (Nominees) Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
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