Offer Update
Bloomsbury Publishing PLC
6 July 2000
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
Bloomsbury Publishing Plc ('Bloomsbury' or the 'Company')
RECOMMENDED OFFER (THE 'OFFER') BY INVESTEC HENDERSON CROSTHWAITE ('INVESTEC')
ON BEHALF OF BLOOMSBURY FOR A&C BLACK PLC ('A&C BLACK')
OFFER EXTENDED
The Board of Bloomsbury announced on 22 June 2000 that the Offer had become
unconditional in all respects. It also announced that the period during which
the Offer remained open for acceptances was to be extended to 3.00pm on 6 July
2000, by which time valid acceptances had been received in respect of
1,576,422 A&C Black Shares, representing 98.33 per cent. of A&C Black's
existing issued share capital.
Prior to making the Offer, Bloomsbury received irrevocable undertakings to
accept the Offer from certain A&C Black Shareholders and each of the A&C Black
Directors (in respect of their own and associated beneficial holdings)
amounting, in aggregate, to 656,789 A&C Black Shares, representing
approximately 41 per cent. of the existing issued share capital of A&C Black.
Valid acceptances have been received in respect of all such A&C Black Shares.
The period during which the Offer will remain open for acceptances has now
been further extended until 3.00 p.m. on 20 July 2000. As previously
announced, the Cash Alternative and Loan Note Alternative have closed. A&C
Black Shareholders who wish to accept the Offer and have not yet done so
should return their completed Forms of Acceptance as soon as possible.
Settlement of the consideration due under the Offer will be effected in the
case of valid acceptances received after the date of this announcement, within
14 days of receipt.
Save as disclosed above, neither Bloomsbury nor any person acting, or deemed
to be acting, in concert with Bloomsbury, held any A&C Black Shares (or rights
over A&C Black Shares) prior to the commencement of the Offer Period, nor has
any such person acquired or agreed to acquire any A&C Black Shares (or rights
over A&C Black Shares) since that time and no acceptances of the Offer have
been received from such persons acting, or deemed to be acting, in concert
with Bloomsbury.
Terms defined in the Offer Document have the same meaning in this press
announcement.
For further information contact:
Bloomsbury
020 7494 2111
Nigel Newton, Chief Executive; Colin Adams, Finance Director
Investec Henderson Crosthwaite
020 7597 5970
Nigel Tose, Director of Corporate Finance
Impact Corporate Communications
020 7355 5150
Simon Forrest
The Offer has not been made, directly or indirectly, in or into, the United
States, Canada, Australia or Japan and this announcement is not being, nor
should it be, posted or otherwise distributed or sent in or into the United
States, Canada, Australia or Japan. The new Bloomsbury Shares and Loan Notes
which may be issued pursuant to the Offer have not been and will not be
registered under the Securities Act or under the relevant securities laws of
any state or other jurisdiction of the United States, Canada, Australia or
Japan. Accordingly, the new Bloomsbury Shares and the Loan Notes may not
(unless an exemption from the Securities Act or such other laws is available)
be offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or other jurisdiction where this
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, any
North American person or a person in or resident of Japan. All A&C Black
Shareholders not resident in the UK (including nominees, trustees or
custodians who have a contractual or legal obligation to, or otherwise intend
to, forward this announcement to any jurisdiction outside the UK) should read
the further notes in this regard which are contained in paragraph 8 of Part B
of Appendix I to the Offer Document before taking any action.
Investec Henderson Crosthwaite, a division of Investec Bank (UK) Limited,
which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Bloomsbury and no one else in connection with
the Offer and will not be responsible to anyone other than Bloomsbury for
providing the protections afforded to clients of Investec Henderson
Crosthwaite or for giving advice in relation to the Offer.
The contents of this announcement have been approved by Investec Henderson
Crosthwaite solely for the purposes of section 57 of the Financial Services
Act 1986.