Offer Update
2009年8月14日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
TIDMASTR TIDMDGT TIDMEVOL
RNS Number : 4330X
Astaire Group Plc
14 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
14 August 2009
Offer by
Astaire Securities PLC
on behalf of
Astaire Group PLC
to acquire
Dowgate Capital PLC
Astaire holds or has received acceptances for 92.12% of total voting rights:
Offer to close at 1pm on 28 August and Dowgate to de-list from AIM
On 22 June 2009, Astaire Securities PLC on behalf of Astaire Group PLC
("Astaire") announced an offer to acquire the entire issued, and to be issued,
share capital of Dowgate Capital PLC ("Dowgate") which Astaire did not already
own (the "Offer").
On 20 July 2009 the Offer was declared unconditional in all respects and the
Offer remains open for acceptance until 1.00 p.m. (London time) on 28 August
2009.
Acceptance Levels
As at 1.00 p.m. (London time) on 13 August 2009 Astaire had received valid
acceptances in respect of 32,056,812 Dowgate Shares representing 81.18 per cent.
of the total voting rights of Dowgate. This total includes acceptances received
in respect of 6,667,281 Dowgate Shares (representing approximately 16.9 per
cent. of the total voting rights of Dowgate) which are subject to irrevocable
undertakings. Of the acceptances, 15,346,242 Dowgate Shares accepted the Basic
Offer and 16,710,570 Dowgate Shares accepted the Alternative Offer.
Prior to the Offer, Astaire held 4,316,794 Dowgate Shares, representing
approximately 10.93 per cent. of the total voting rights of Dowgate.
Accordingly, as at 1.00 p.m. (London time) on 13 August 2009, Astaire owned, or
had received valid acceptances in respect of, 36,373,606 Dowgate Shares,
representing approximately 92.12 per cent. of the total voting rights of
Dowgate.
Offer Remains Open for Acceptance
The Offer, which remains subject to the terms and conditions set out or referred
to in the Offer Document, has been extended and will remain open for acceptance
until 1.00 p.m. (London time) on 28 August 2009.
Cancellation of Admission to AIM and Compulsory Acquisition
It was announced by Dowgate on 20 July 2009 that the Dowgate Shares will be
cancelled from admission to trading on AIM at 7.00 a.m. on Tuesday 18 August
2009.
Cancellation of the admission to trading of Dowgate Shares on AIM will
significantly reduce the liquidity and marketability of any Dowgate Shares not
acquired by Astaire through the Offer and the value of any such Dowgate Shares
may be affected as a consequence. In addition, certain protections afforded to
shareholders in an AIM listed company will no longer be available.
Having acquired in excess of 90 per cent. in value of the shares to which the
Offer relates and not less than 90 per cent. of the voting rights carried by
those shares, Astaire will proceed to apply the provisions of sections 979 to
982 (inclusive) of the 2006 Act to acquire compulsorily any remaining Dowgate
Shares that have not accepted the Offer when it closes at 1.00 p.m. (London
time) on 28 August 2009.
Acceptance Procedure
If you hold your Dowgate Shares in certificated form (that is, not in CREST), to
accept the Offer you should complete, sign and return the Form of Acceptance
(together with your share certificate(s) and any other documents of title) as
soon as possible to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen, B63 3DA and, in any event, so as to be received by 1.00 p.m. (London
time) on 28 August 2009. Additional Forms of Acceptance are available from
Neville Registrars by telephoning 0121 585 1131.
If you hold your Dowgate Shares in uncertificated form (that is, in CREST), to
accept the Offer you should follow the procedure for Electronic Acceptance
through CREST so that the TTE Instruction settles as soon as possible and, in
any event, so that the TTE Instruction settles by 1.00 p.m. (London time) on 28
August 2009. If you are a CREST sponsored member, you should refer to your CREST
sponsor before taking any action as only your CREST sponsor will be able to send
the necessary TTE Instructions to Euroclear in relation to your Dowgate Shares.
Further details of the acceptance procedure can be found in the Offer Document.
Copies of the Offer Document and the Form of Acceptance are available on
Astaire's website, www.astairegroup.co.uk, and from the offices of Memery
Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP during normal business
hours on any business day throughout the period during which the Offer remains
open for acceptance.
Issue of New Astaire Shares and Admission to trading on AIM
A further 755,836 New Astaire Shares will be allotted to those Dowgate
Shareholders that have accepted the Offer since 1.00 p.m. on 7 August 2009
pursuant to the terms of the Offer. Further announcements will be made in
respect of New Astaire Shares allotted pursuant to acceptances of the Offer
received after 1.00 p.m. on 13 August 2009.
Application has been made for the 755,836 New Astaire Shares to be admitted to
trading on AIM and dealings are expected to commence on 21 August 2009.
After the 755,836 New Astaire Shares have been allotted, Astaire will have
202,758,171 ordinary shares of 0.1p each in issue with ISIN GB0031729194.
Interests in Relevant Securities
Save as disclosed above, neither Astaire nor any of the directors of Astaire,
nor, so far as the directors of Astaire are aware, any person acting in concert
with Astaire for the purposes of the Offer has any interest in, right to
subscribe for, or has borrowed or lent any Dowgate Shares or securities
convertible or exchangeable into Dowgate Shares ("Dowgate Securities"), nor does
any such person have any short position (whether conditional or absolute and
whether in money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery in relation to the Dowgate Securities.
Terms used in this announcement have the same meaning given to them in the Offer
Document.
A copy of this announcement is available on Astaire's website at
www.astairegroup.co.uk.
Enquiries:
+------------------------------------+------------------------------------+
| Astaire Group PLC | Tel: 020 7448 4400 |
| Edward Vandyk | www.astairegroup.co.uk |
| | |
+------------------------------------+------------------------------------+
| Astaire Securities PLC | Tel: 020 7448 4400 |
| Shane Gallwey and Toby Gibbs | |
| | |
+------------------------------------+------------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
| Jeremy Porter | |
| | |
+------------------------------------+------------------------------------+
| Maitland | Tel: 020 7379 5151 |
| Neil Bennett and George Hudson | |
| | |
+------------------------------------+------------------------------------+
The Astaire Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Astaire
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The availability of the Offer to Dowgate Shareholders not resident in or
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are citizens or in which they are resident. Such
persons should inform themselves about and observe any applicable legal or
regulatory requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction and
the Offer, when made, will not be capable of acceptance by any such use, means,
instrumentality or facility from or within any Prohibited Jurisdiction where to
do so would constitute a breach of any relevant securities laws of that
Prohibited Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from any
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. Astaire will retain the right to
permit the Offer to be accepted and any sale of any 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.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe any applicable legal
or regulatory requirements. Further information in relation to overseas Dowgate
Shareholders are set out in the Offer Document.
This announcement is not intended to be and does not constitute, or form part
of, an offer or an invitation to purchase or subscribe for any securities. The
Offer will be made solely by way of the Offer Document, and, where appropriate,
the related Form of Acceptance which together will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated
in the United Kingdom by the Financial Services Authority, are acting
exclusively for Astaire Group plc and no-one else in connection with the Offer
and will not be responsible to anyone other than Astaire Group plc for providing
the protections afforded to their respective customers, nor for providing advice
in relation to the Offer or any other matter referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAKPDFSSNEFE
Dowgate Capital (LSE:DGT)
過去 株価チャート
から 8 2024 まで 9 2024
Dowgate Capital (LSE:DGT)
過去 株価チャート
から 9 2023 まで 9 2024