Offer Lapsed
Guinness Peat Group PLC
28 August 2002
Embargoed until 7:01 a.m. 28 August 2002
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Guinness Peat Group plc ('GPG')
Mandatory Cash Offer for Ryland Group plc ('Ryland')
Announcement of Level of Acceptances and Lapse of Offer
On 12 July 2002, Deloitte & Touche Corporate Finance made a mandatory cash offer
on behalf of GPG at a price of 120 pence per share for the entire issued and to
be issued ordinary share capital of Ryland other than the 8,894,340 Ryland
Shares which GPG already owned.
On 19 August 2002 the board of Ryland announced that it was of the view that
GPG's Offer significantly undervalued Ryland and that, in advising Ryland
Shareholders not to accept GPG's Offer, it took into consideration an
alternative indicative approach which had been received from another source at a
level above 120 pence per share. In a separate announcement made today, Ryland
has confirmed that this approach is from the management of Ryland (the
'Management Team'), led by Peter Whale (Chairman and Chief Executive of Ryland).
In order to allow the Management Team time to pursue its proposal, which would
not otherwise be possible within GPG's current offer timetable, GPG has agreed
to lapse its Offer with immediate effect.
Rule 35.1 of the City Code would normally prevent GPG from announcing a new
offer, or possible new offer, for Ryland within 12 months from 27 August 2002.
With the agreement of Ryland and the Management Team, the Panel has, by way of
dispensation from Rule 35.1, ruled that GPG may, if it so wishes, announce a new
offer for Ryland within 12 months from 27 August 2002 should the Management Team
be unable to announce a firm intention to make an offer for Ryland under Rule
2.5 of the City Code, which is not subject to any pre-conditions, on or before
30 November 2002 as outlined below.
As agreed between GPG and Ryland, if GPG makes an offer, or announces a possible
new offer, for Ryland within 12 months of 27 August 2002, such offer, or
possible new offer, must be at or above 120 pence in cash unless otherwise
recommended by the board of Ryland.
Further, as agreed between the Management Team, GPG and Ryland, if the
Management Team, on or before 30 November 2002, has not announced a firm
intention to make an offer for Ryland under Rule 2.5, which is not subject to
any pre-conditions, or announces that it is no longer able to pursue an offer
for Ryland, GPG may, if it so wishes, immediately proceed with an offer for
Ryland (subject to the 120 pence in cash constraint set out above).
As at 3.00 p.m. on 27 August 2002, valid acceptances of the Offer had been
received in respect of a total of 165,816 Ryland Shares, representing
approximately 0.6 per cent. of the issued ordinary share capital of Ryland.
As at 7 July 2002 (being the date immediately prior to the commencement of the
Offer Period), GPG held 8,889,340 Ryland Shares representing approximately 29.99
per cent. of the issued ordinary share capital of Ryland. On 8 July 2002, GPG
acquired a further 5,000 Ryland Shares representing approximately 0.02 per cent.
of the issued ordinary share capital of Ryland.
Accordingly, as at 3.00 p.m. on 27 August 2002, GPG owned or had received valid
acceptances for a total of 9,060,156 Ryland Shares, representing approximately
30.6 per cent. of the issued ordinary share capital of Ryland. As set out above,
GPG announces that its Offer has now lapsed and acceptances of GPG's Offer will
be returned to acceptors within 14 days.
Save as disclosed above, no Ryland Shares or rights over Ryland Shares have been
acquired or agreed to be acquired by or on behalf of GPG or any persons acting
or deemed to be acting in concert with GPG for the purposes of the Offer during
the course of the Offer Period. Save as disclosed above, no Ryland Shares or
rights over Ryland Shares were held by or on behalf of GPG or any persons acting
or deemed to be acting in concert with GPG for the purposes of the Offer prior
to the Offer Period. No acceptances of the Offer have been received from any
persons acting or deemed to be acting in concert with GPG for the purposes of
the Offer.
Enquiries:
Guinness Peat Group Tel: (020) 7484 3370
Blake Nixon UK Executive Director
Mark Butcher Senior Investment Manager
Deloitte & Touche Corporate Finance Tel: (020) 7936 3000
Robin Binks Partner
Bernadette McKernan Director
Weber Shandwick Square Mile Tel: (020) 7950 2800
Kevin Smith Director
Unless the context otherwise requires, the definitions set out in the offer
document dated 12 July 2002 relating to the Offer apply in this announcement.
Deloitte & Touche Corporate Finance is acting for GPG in connection with the
Offer and no-one else and will not be responsible to anyone other than GPG for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Offer. Deloitte & Touche
Corporate Finance is a division of Deloitte & Touche which is authorised by the
Financial Services Authority in respect of regulated activities. Deloitte &
Touche can be contacted at its principal office: Stonecutter Court, 1
Stonecutter Street, London EC4A 4TR.
The GPG Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the GPG Directors (who
have taken all reasonable care to ensure that such is the case), such
information is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange