Further re Offer
Guinness Peat Group PLC
18 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.
18 May 2004
GUINNESS PEAT GROUP plc
OFFER FOR A SHARES IN COATS GROUP LIMITED
On 14 April 2004 Guinness Peat Group plc 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 by means of an offer document dated that day (the
"Offer Document"). Definitions used in the Offer Document also apply in this
announcement, unless the context otherwise requires.
Confirmation has now been received from Coats Group Limited's agent in the
British Virgin Islands that a certified copy of the company's new articles of
association, as amended by the Resolutions, was received from the BVI Registrar
of Companies on 17 May 2004.
As a consequence, GPG announces that the time for acceptance of the Offer will
not be extended beyond 5.00 pm (BST) on 19 May 2004. The Offer will remain open
for acceptance until then.
A Shareholders who wish to accept the Offer and 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.
It is anticipated that the New GPG Shares will 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.
A Shareholders who have not yet accepted the Offer are reminded that GPG intends
to exercise its rights (pursuant to the terms of the Offer and regulation 63 of
the Articles) to serve written notice on them informing them of their obligation
to accept the Offer by the date specified therein. A Shareholders who do not
accept the Offer in accordance with such notice will have their A Shares
automatically transferred to GPG, in accordance with the terms of the Articles.
Enquiries:
Guinness Peat Group plc
Blake Nixon, Executive Director 020 7484 3370
Weber Shandwick Square Mile 020 7067 0700
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