Offer Declared Wholly Uncondi

RNS Number : 5442F

Standard Life plc

10 October 2008

 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

10 October 2008

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER

by

STANDARD LIFE PLC

for

VEBNET (HOLDINGS) PLC

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 16 September 2008, the boards of Standard Life and Vebnet announced that they had reached agreement on the terms of a recommended cash offer by Standard Life for the entire issued and to be issued share capital of Vebnet. The full terms and conditions of the Offer were set out in an offer document issued by Standard Life on 19 September 2008 (the 'Offer Document').

Offer declared wholly unconditional

Standard Life is pleased to announce that all the conditions of the Offer have now been satisfied or waived. Accordingly, the Offer is now declared wholly unconditional. The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given before the Offer is closed. 

Level of Acceptances

As at 1.00 pm (London time) on 9 October 2008, Standard Life had received valid acceptances from Vebnet Shareholders in respect of 8,669,890 Vebnet Shares, representing approximately 93.0 per cent. of Vebnet's existing issue share capital. This total includes acceptances received in respect of:

• the 4,697,886 Vebnet Shares (representing approximately 50.4 per cent. of the existing issued share capital of Vebnet) which were subject to irrevocable commitments received by Standard Life; and 

• the 2,442,737 Vebnet Shares (representing approximately 26.2 per cent. of the existing issued share capital of Vebnet) which were subject to letters of intent received by Standard Life.

As at 1:00 pm (London time) on 9 October 2008, Standard Life has outstanding irrevocable undertakings to accept the Offer as follows:

• From Montague Ivor Samuels, 7,648 Vebnet Shares (representing approximately 0.1 per cent. of the existing issued share capital of Vebnet).

As at 1:00 pm (London time) on 9 October 2008, Standard Life has outstanding letters of intent to accept the Offer as follows:

• From Liontrust Investment Services, 17,539 Vebnet Shares (representing approximately 0.2 per cent. of the existing issued share capital of Vebnet).

Settlement of the consideration

Settlement of the consideration to which any Vebnet Shareholder is entitled under the Offer will be despatched either on or before 24 October 2008 in respect of Vebnet Shares for which acceptances of the Offer complete in all respects have been received as at 1.00 pm (London time) on 9 October 2008. Settlement of consideration due in respect of acceptances of the Offer complete in all respects received after 1.00 pm (London time) on 9 October 2008 will be despatched to accepting Vebnet Shareholders within 14 days of receipt of such acceptances.

Compulsory acquisition and cancellation of listing 

As set out in the Offer Document, as Standard Life has attained more than the minimum required 75 per cent. of voting rights attaching to the Vebnet Shares, it now intends to procure that Vebnet will make an application for the cancellation of the admission to trading of Vebnet Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 10 November 2008, being the day after the twentieth business day following the date of this announcement and that, following the cancellation, Vebnet will be re-registered as a private company under the relevant procedures of the Companies Act 1985. The cancellation of the admission to trading of Vebnet Shares on AIM would significantly reduce the liquidity and marketability of any Vebnet Shares not assented to the Offer at that time.

Further, as set out in the Offer Document, as Standard Life has received acceptances under the Offer in respect of more than 90 per cent. of the entire issued share capital of Vebnet, Standard Life intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Vebnet Shares in respect of which the Offer has not been accepted. Accordingly, Standard Life will in due course post formal notices (the 'Notices') pursuant to section 979 of the Act to Vebnet Shareholders who have not yet validly accepted the Offer. The Notices set out Standard Life's intention to apply the provisions of section 979 of the Act to acquire compulsorily all outstanding Vebnet Shares on the terms of the Offer.

Action to be taken to accept the Offer

Vebnet Shareholders who hold Vebnet Shares in certificated form (that is, not in CREST) should complete, sign and return the Form of Acceptance (which has been sent to them together with the Offer Document) in accordance with the instructions thereon and set out in the Offer Document as soon as possible.

Vebnet Shareholders who hold Vebnet Shares in uncertificated form (that is, in CREST) should follow the procedures set out in the Offer Document so as to ensure that their TTE instruction settles as soon as possible. Vebnet Shareholders who hold Vebnet Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Offer Document.

Copies of the Offer Document are available for inspection during normal business hours on any Business Day at the offices of Noble Grossart Limited, 64 Lincoln's Inn Fields, London, WC2A 3JX, until the end of the Offer Period.

Enquiries:

Standard Life plc

Media Relations

Barry Cameron                Tel: [phone]

Nicola McGowan            Tel: [phone]

Investor Relations

Gordon Aitken               Tel: [phone]

Duncan Heath                Tel: [phone]

Noble Grossart (financial adviser
to Standard Life)            Tel: [phone]

Guy Stenhouse

Colin Grier

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement 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.

This announcement has been prepared for the purpose of complying with English law and 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 of jurisdictions outside the UK.

Noble Grossart, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to the clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.

The Offer is not being, and will not be, made, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.

The availability of the Offer to Vebnet Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

END

 

 

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