Further re Coats
Guinness Peat Group PLC
13 May 2004
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
13 May 2004
GUINNESS PEAT GROUP plc
EXTENSION OF OFFER FOR A SHARES IN COATS GROUP LIMITED
On 14 April 2004 Guinness Peat Group plc ("GPG") announced the terms of an offer
(the "Offer") to purchase those shares in its subsidiary company Coats Group
Limited that it did not already own. The Offer was made by means of an offer
document dated 14 April 2004 (the "Offer Document"). Definitions used in the
Offer Document also apply in this announcement, unless the context otherwise
requires.
On 6 May 2004 GPG announced that it was extending the Offer for a period of 7
days, the Offer to remain open for acceptance until 5.00 pm (BST) on 12 May
2004. As at 5.00 pm (BST) on 5 May 2004 (being the first closing date of the
Offer), GPG had received valid acceptances of the Offer in respect of, or
conditionally agreed to acquire, a total of 55,481,643 A Shares, representing
approximately 98.2 per cent. of the issued A Shares.
As at 5.00 pm (BST) on 12 May 2004 (being the second closing date of the Offer),
valid acceptances of the Offer had been received in respect of a further 987,533
A Shares, representing approximately 1.75 per cent of the issued A shares. In
aggregate, as at 5.00 pm (BST) on 12 May 2004 GPG had received valid acceptances
of the Offer in respect of, or conditionally agreed to acquire, a total of
56,469,176 A Shares, representing approximately 99.9 per cent. of the issued A
Shares.
As announced previously, whilst the Offer is unconditional as to acceptances,
not all of the conditions to which the Offer is subject have yet been fulfilled.
In particular, although it has been confirmed that the Resolutions and
consequential changes to the articles of association of Coats Group Limited have
been filed with the Registrar of Companies in the British Virgin Islands a
certified copy of the new articles of association has not been received.
As a consequence of this, GPG announces that it is extending the Offer for a
further period of 7 days. The Offer will, therefore, remain open for acceptance
until 5.00 pm (BST) on 19 May 2004.
A Shareholders who wish to accept the Offer and who have not already done so
should complete and sign the Form of Acceptance and return it as soon as
possible and, in any event, so that it is received by post or (during normal
business hours only) by hand at DLA, 3 Noble Street, London EC2V 7EE (for the
attention of Jonathan Richards) no later than 5.00 pm (BST) on 19 May 2004. The
procedure for acceptance of the Offer is set out in Part 1 of the Offer Document
and in the Form of Acceptance.
GPG's Annual General Meeting took place yesterday at which its shareholders
approved (inter alia) the Capitalisation Issue. The GPG Shares to be issued
pursuant to the Capitalisation Issue will be allotted at 5.00 pm (BST) on 24 May
2004, with dealings in those shares expected to commence the next day. The New
GPG Shares will also be allotted on 24 May 2004 with their admission to the
Official List becoming effective and dealings in those shares commencing on 25
May 2004. Accordingly, it is expected that the Offer will become unconditional
in all respects at that time, when the Consideration (both Initial and
Additional) will be settled in the manner set out in the Offer Document.
Enquiries:
Guinness Peat Group plc
Blake Nixon, Executive Director 020 7484 3370
Weber Shandwick Square Mile 020 7067 0700
Kevin Smith / Josh Royston
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or subscribe for any securities.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of,
or any facilities of a national securities exchange of the United States,
Canada, Australia or Japan. Accordingly, except as required by applicable law,
copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.
The availability of the Offer to Coats shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction. Coats
shareholders who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
The New GPG Shares to be issued pursuant to the Offer have not been and will not
be registered under any relevant securities laws of any state outside the United
Kingdom or Australia and are not being offered, sold or delivered in connection
with the Offer outside the United Kingdom, the British Virgin Islands, Jersey or
Switzerland. Following the Offer, New GPG Shares should not be offered, sold,
resold or delivered, directly or indirectly, outside the United Kingdom,
Australia, New Zealand, the British Virgin Islands, Jersey or Switzerland.
This information is provided by RNS
The company news service from the London Stock Exchange