Offer Document Posted

RNS Number : 8943D

Standard Life plc

19 September 2008

 

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

Announcement for Immediate Release

19 September 2008

Recommended cash offer

by Standard Life plc

For

Vebnet (Holdings) plc

Posting of the Offer Document

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 to be made by Standard Life for the entire issued and to be issued share capital of Vebnet.

Standard Life is today posting to Vebnet Shareholders (and, for information only, to participants in the Vebnet Share Option Schemes) a document (the 'Offer Document'), containing the full terms and conditions of the Offer, together with the relevant Form of Acceptance.

The Offer is open for acceptances until 1.00 pm (London time) on 10 October 2008.

If you hold any Vebnet Shares in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Vebnet Shares, please complete, sign and return the Form of Acceptance (which is being sent to you together with the Offer Document) in accordance with the instructions thereon and in the Offer Document, along with your valid share certificate(s) and/or any other relevant document(s) of title, as soon as possible and, in any event, so as to be received by Computershare Investor Services PLC no later than 1.00 pm (London time) on 10 October 2008.

If you hold Vebnet Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those Vebnet Shares, please follow the procedures for Electronic Acceptance set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 pm (London time) on 10 October 2008. If you hold Vebnet Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your 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 Nicola McGowan Investor Relations Gordon Aitken Duncan Heath	Tel: [phone] Tel: [phone] Tel: [phone] Tel: [phone]
Noble Grossart (financial adviser to Standard Life) Guy Stenhouse Colin Grier	Tel: [phone]
Vebnet (Holdings) plc Gerry O'Neill Stephen Thurlow	Tel: [phone]
Deloitte Corporate Finance (financial adviser to Vebnet) Roger Esler Simon Houldsworth	Tel: [phone]

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 will be made solely by the Offer Document, when issued, which will 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 FSA, 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.

Deloitte Corporate Finance is acting exclusively for Vebnet and for no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than Vebnet for providing the protections afforded to the clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. Deloitte Corporate Finance is a division of Deloitte & Touche LLP, which is authorised and regulated by the FSA in respect of regulated activities.

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 UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Vebnet Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements.

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 1 per cent. or more of any class of 'relevant securities' of Vebnet, all 'dealings' in any 'relevant securities' of Vebnet, (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 Vebnet 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 Vebnet by Standard Life or Vebnet 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 Takeover 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanelorg.uk or contact the Panel on telephone number [phone]; fax number [phone].

 

END

 

 

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