Offer declared unconditional as to acceptances

    RNS Number : 8743D
  Cable & Wireless PLC
  19 September 2008
   

    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

    FOR IMMEDIATE RELEASE
    19 September 2008

    RECOMMENDED CASH OFFER
    by
    CABLE & WIRELESS HOLDCO LIMITED
    a wholly-owned subsidiary of
    CABLE AND WIRELESS PLC
    for
    THUS GROUP PLC
    OFFER UNCONDITIONAL AS TO ACCEPTANCES AND TIMETABLE UPDATE
    On 14 July 2008, Cable & Wireless Holdco Limited (C&W Holdco), a wholly-owned subsidiary of Cable and Wireless plc (Cable & Wireless),
made a cash offer for the entire issued and to be issued share capital of THUS Group plc (THUS).  
    On 29 August 2008, the Board of THUS issued an announcement recommending that THUS Shareholders accept the Offer.  
    On 12 September 2008 the UK Office of Fair Trading announced that clearance had been given with respect to the acquisition.
    Offer unconditional as to acceptances and extension of the Offer
    C&W Holdco announces that, as at 3.00 p.m. (London time) on 18 September 2008, C&W Holdco had received valid acceptances of the Offer in
respect of a total of 95,212,307 THUS Shares, representing approximately 52 per cent. of the issued share capital of THUS and approximately
74 per cent. of the issued THUS Shares to which the Offer relates. This represents acceptances from 152,649 THUS shareholders in number,
equivalent to approximately 49 per cent. of THUS shareholders.  
    Furthermore, as a result of share purchases on 30 June 2008, C&W Holdco holds 54,726,677 THUS Shares which represents approximately 29.9
per cent. of the issued share capital of THUS.
    Accordingly, as at 3.00 p.m. (London time) on 18 September 2008, C&W Holdco owned or had received valid acceptances in respect of a
total of 149,938,984 THUS Shares which represents approximately 82 per cent. of the issued share capital of THUS.
    The Board of C&W Holdco has today declared the Offer unconditional as to acceptances.
    The Board of C&W Holdco also announces that the Offer is being extended and will remain open for acceptance until further notice.  The
Offer remains subject to the conditions set out in paragraph (b) (ii) and paragraphs (c) to (g) (inclusive) of Part A of Appendix 1 to the
Offer Document.  
    Timetable update
    In the absence of unforeseen circumstances affecting the satisfaction of the remaining conditions of the Offer, C&W Holdco currently
expects the outstanding conditions to be satisfied or waived and to declare the Offer unconditional in all respects on 1 October 2008, being
the first day of the second half of the current financial year ending 31 March 2009.  Under these circumstances, Cable & Wireless would
consolidate the financial results of THUS from 1 October 2008.
    Cancellation of Listing
    If the Offer becomes or is declared unconditional in all respects, C&W Holdco intends to procure that THUS applies to the UK Listing
Authority for the cancellation of listing of THUS Shares on the Official List and to the London Stock Exchange for cancellation of admission
to trading of THUS Shares on its market for listed securities.
    Acceptance of the Offer
    THUS Shareholders who have not yet accepted the Offer and who hold THUS Shares in certificated form are encouraged to complete, sign and
return the Form of Acceptance by hand (during normal business hours) or by post as soon as possible and returned to Equiniti at Corporate
Actions, The Causeway, Worthing, West Sussex, BN99 6DA. If you hold your THUS Shares in uncertificated form (that is, in CREST) you are
encouraged to accept the Offer by TTE Instruction as soon as possible.
    Full details of how to accept the Offer in respect of certificated and uncertificated THUS Shares are set out in the Offer Document and,
in the case of certificated THUS Shares, the accompanying Form of Acceptance. Additional Forms of Acceptance are available from Equiniti, by
telephoning 0871 384 2908 or, if calling from outside the UK, on +44 121 415 0285.
    Save as disclosed above, neither Cable & Wireless nor any person acting in concert with Cable & Wireless for the purposes of the Offer
is interested in or has any rights to subscribe for any THUS Shares nor does any such person have any short position or any arrangement in
relation to THUS Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require
another person to purchase or take delivery of, and borrowing or lending of, THUS Shares. An "arrangement" also includes any indemnity or
option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to THUS Shares which may be an
inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or
absolute, to changes in the prices or securities and a person is treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to securities.
    The directors of Cable & Wireless and C&W Holdco accept responsibility for the information contained in this announcement. To the best
of the knowledge and belief of the directors of Cable & Wireless and C&W Holdco (who have taken all reasonable care 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.
    Terms used in this announcement shall have the meaning given to them in the Offer Document dated 14 July 2008, unless the context
requires otherwise.
    Enquiries
    For further information please contact: 

 Equiniti
 Within the U.K                                                                       0871 384 2908
 Outside the U.K.                                                                     +44 121 415 0285 
 (available between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday, except
 U.K. public holidays)

 Cable & Wireless
 Ashley Rayfield                 Director, Investor    ashley.rayfield@cw.com         +44 (0)20 7315 4460
                                 Relations
 Lachlan Johnston                Director, Public      lachlan.johnston@cw.com        +44 (0)7800 021 405 
                                 Relations

 Finsbury
 Rollo Head                                            rollo.head@finsbury.com        +44 (0)20 7251 3801

 Gleacher Shacklock                                                                   +44 (0)20 7484 1150
 (Joint financial adviser to
 Cable & Wireless)
 Tim Shacklock
 Edward Cumming-Bruce

 Rothschild                                                                           +44 (0)20 7280 5000
 (Joint financial adviser to
 Cable & Wireless)
 Richard Murley

 Hoare Govett                                                                         +44 (0)20 7678 8000
 (Joint broker to Cable &
 Wireless)
 Sara Hale
 Bob Pringle

 JPMorgan Cazenove                                                                    +44 (0)20 7522 2828
 (Joint broker to Cable &
 Wireless)
 Jonathan Wilcox
 Hugo Baring

    Further information 

    The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. Such persons should inform themselves about, and observe, any applicable legal or
regulatory requirements of their jurisdictions.

    Unless otherwise determined by Cable & Wireless, the Offer is not being be made, directly or indirectly, in or into any jurisdiction
where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer is capable of acceptance from or within any
such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or
send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

    This announcement is not and does not form any part of an offer to sell or an invitation to purchase any securities or the solicitation
of any offer to sell in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and the Form of
Acceptance, which contain the full terms and conditions of the Offer (including details of how the Offer may be accepted). Any acceptance or
other response to the Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance.  

    This announcement has been prepared for the purposes of complying with the City Code and the 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 and regulations of any
jurisdiction outside of the United Kingdom.

    Further details in relation to overseas shareholders are contained in the Offer Document.

    Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for Cable & Wireless and C&W Holdco and no one else in connection with the Offer. Gleacher Shacklock will not be responsible to anyone other
than Cable & Wireless and C&W Holdco for providing the protections afforded to clients of Gleacher Shacklock, nor for providing advice in
relation to the Offer. 

    Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cable
& Wireless and C&W Holdco and no one else in connection with the Offer. Rothschild will not be responsible to anyone other than Cable &
Wireless and C&W Holdco for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Offer.

    DEALING DISCLOSURE REQUIREMENTS:

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of THUS, all "dealings" in any "relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of THUS, they will be deemed to be a single person for the purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of THUS by Cable & Wireless or THUS, or by
any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.

    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.

    Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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