Clarification of shareholding
Crest Nicholson PLC
13 November 2006
13 November 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Crest Nicholson PLC ("Crest Nicholson" or the "Company")
Clarification of Castle Bidco Limited ("Castle Bidco") shareholding
The Board of Crest Nicholson notes Castle Bidco's announcement of Friday 10
November confirming its approach to the Company at 585 pence per share and its
shareholding of 26,310,243 shares, representing 23.3% of the Company's existing
issued share capital. The Board can confirm that it has received a S198
notification from HBOS plc declaring a holding of 30,688,463 shares in the
Company. The Company understands that the majority of the additional shares
disclosed in the S198 notification are held by Insight Investment Management
Limited, a wholly owned subsidiary of HBOS plc.
Enquiries:
Brunswick Group LLP Tel: 020 7404 5959
Andrew Fenwick/Kate Miller
Dresdner Kleinwort Limited Tel: 020 7623 8000
Charles Batten
Michael Covington
Angus Kerr (Corporate Broking)
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Crest Nicholson PLC, all "dealings" in any
"relevant securities" of Crest Nicholson PLC (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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Crest Nicholson PLC, 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 Code, all "dealings" in "relevant
securities" of Crest Nicholson PLC by Castle Bidco, Crest Nicholson PLC 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 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, you should consult the Panel.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Crest Nicholson PLC and for no one else in
connection with the above matter and will not be responsible to anyone other
than Crest Nicholson PLC for providing the protections afforded to customers of
Dresdner Kleinwort Limited or for affording advice in relation to any matters
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange