Offer Unconditional
Eckoh Technologies PLC
10 September 2003
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
For Immediate Release 10 September 2003
Recommended Offer by Evolution Beeson Gregory
on behalf of
Eckoh Technologies plc
to acquire the whole of the issued and to be issued share capital of
Intelliplus Group plc
Offer declared wholly unconditional
Eckoh is pleased to announce that, all of the conditions of the Offer have been
satisfied or waived and as a result, the Offer is now declared unconditional in
all respects (subject only to the New Eckoh Shares issued as consideration being
admitted to trading on AIM, which is expected to take place on 15 September
2003).
As at 3.00 pm on 9 September 2003, valid acceptances had been received in
respect of a total of 946,821,739 Intelliplus Shares, representing approximately
78.78 per cent. of Intelliplus' issued share capital.
On 6 August 2003, Eckoh announced it had received undertakings to accept the
Offer in respect of, in aggregate, 608,187,977 Intelliplus Shares, representing
approximately 50.61 per cent. of Intelipllus' issued share capital.
On 6 August 2003, Evolution Beeson Gregory, who is deemed to be acting in
concert with Eckoh for the purposes of the Offer, owned or controlled 976,309
Intelliplus Shares, representing 0.08 per cent. of Intelliplus' issued share
capital. Evolution Beeson Gregory has not acquired or agreed to acquire any
Intelliplus Shares since 6 August 2003.
Save as disclosed, neither Eckoh nor any person acting, or deemed to be acting,
in concert with Eckoh held Intelliplus Shares (or rights over such shares)
immediately prior to the Offer Period, nor has any such person acquired or
agreed to acquire (other than pursuant to the Offer) any Intelliplus Shares (or
rights over such shares) during the Offer Period.
The Offer has been extended and will remain open for acceptance until further
notice.
Application will be made today to the London Stock Exchange for cancellation of
the trading of Intelliplus Shares on AIM. It is anticipated that such
cancellations will take effect at 7.00 a.m. on the 22 October 2003, being the
date six weeks from the date of this announcement.
In the event that Eckoh receives valid acceptances under the Offer in respect of
over 90 per cent. of the Intelliplus Shares to which the Offer relates, Eckoh
intends to exercise its rights pursuant to the provisions of sections 428 to
430F (inclusive) of the Act to acquire compulsorily the remaining Intelliplus
Shares to which the Offer relates.
Intelliplus Shareholders who have not yet accepted the Offer are urged to
complete and return their Form of Acceptance (and supporting documents) as soon
as possible. Additional Forms of Acceptance are available from Capita IRG who
can be contacted on 0870 162 3100.
For further enquiries, please contact:
Eckoh Technologies plc
Martin Turner, Chief Executive Officer Tel: 08701 100 700
Nik Philpot, Chief Operating Officer
Brian McArthur Muscroft, Group Finance Director
Intelliplus Group Plc
Mike Neville, Chairman Tel: 07775 606 175
Stuart Duncan, Chief Executive Officer Tel: 0870 880 2020
Buchanan Communications
Mark Edwards/Jeremy Garcia Tel: 020 7466 5000
Evolution Beeson Gregory
Michael Brennan/Matt Wood Tel: 020 7071 4300
Terms defined in the Offer Document dated 9 August 2003, have the same meaning
in this press release unless the context otherwise requires.
Evolution Beeson Gregory, which is regulated in the UK by the Financial Services
Authority, is acting for Eckoh and no-one else in connection with the Offer.
Evolution Beeson Gregory is not acting for, and will not be responsible to
anyone other than Eckoh for providing the protections afforded to customers of
Evolution Beeson Gregory or for providing advice in relation to the Offer or in
relation to the contents of the Offer Document or any transaction or arrangement
referred to herein.
Grant Thornton Corporate Finance, which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Intelliplus in connection with the
Offer and no-one else and will not be responsible to anyone other than
Intelliplus, for providing the protections afforded to customers of Grant
Thornton Corporate Finance, nor for giving advice in relation to the Offer.
The Offer referred to in this announcement will not be made, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and the Offer cannot be accepted from or within the United
States, Canada, Australia or Japan or any other such jurisdiction.
10 September 2003
This information is provided by RNS
The company news service from the London Stock Exchange