Offer Update
Galliford Try PLC
16 February 2007
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA
, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
IS UNLAWFUL.
Galliford Try plc
('Galliford Try')
Recommended Offers by Galliford Try plc
to acquire the whole of the issued and to be issued share capital of
Linden Holdings PLC ('Linden')
OFFER UNCONDITIONAL AS TO ACCEPTANCES
On 8 February 2007, Galliford Try announced the terms of recommended cash offers
to purchase the entire issued and to be issued share capital of Linden (the
'Offers'). The document setting out the full terms of the Offers (the 'Offer
Document') was posted to Linden Shareholders on 8 February 2007. In addition, on
8 February 2007 Galliford Try announced a placing of new Galliford Try shares to
raise approximately £144.3 million (net of expenses) to fund the consideration
payable under the Offers (the 'Placing').
The Board of Galliford Try is pleased to announce that as at 5.00 p.m. on 15
February 2007, valid acceptances of the Offers had been received in respect of a
total of 5,185,107 Linden A Shares representing 88.6 per cent of the Linden A
Shares and 2,345,934 Linden B Shares representing 100 per cent of the Linden B
Shares.
Accordingly, the Offers have become unconditional as to acceptances. The Offers
will remain open for acceptances until the first closing date of the Offers of
3.00 p.m. on 8 March 2007. The Offers remain conditional upon the other
conditions set out in Appendix 1 of the Offer Document.
Prior to making the Offers, Galliford Try obtained irrevocable undertakings to
accept, or procure the acceptance of, the Offers from all of the Linden
Directors and certain other Linden Shareholders representing 89.7 per cent. of
the Linden A Shares and 100 per cent. of the Linden B Shares in issue. At 5.00
p.m. on 15 February 2007 Galliford Try had received valid acceptances in respect
of all such shares save in respect of an irrevocable undertaking over 60,000
shares given by Rob Lambie.
The acceptances received pursuant to the irrevocable undertakings are included
in the total number of valid acceptances referred to above.
Save as disclosed in this announcement, neither Galliford Try nor any person
acting in concert with it for the purpose of the Offers, has an interest in (or
a right to subscribe for or any short positions (whether conditional or absolute
and whether in the money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in respect of) or has borrowed or
lent any Linden Shares during the Offer Period.
Linden Shareholders who wish to accept the Offers and have not done so, should
complete their Forms of Acceptance and return them by post to Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex BN99 6DA as soon as possible by
following the procedure set out in Appendix I, Part 3 of the Offer Document.
Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephone on 0870 240 7967 (or +44 1903 276 342 if telephoning from outside the
UK) or at the address referred to above.
Words and expressions defined in the Offer Document, unless the context
otherwise requires, bear the same meaning as used in this announcement.
Enquiries:
Galliford Try plc
Greg Fitzgerald, Chief Executive +44 (0) 18 9585 5220
Frank Nelson, Finance Director +44 (0) 18 9585 5221
PricewaterhouseCoopers LLP (Financial Adviser)
Gerry Young +44 (0) 20 7583 5000
Ruben Baskaran +44 (0) 20 7583 5000
KBC Peel Hunt Ltd (Broker and Underwriter)
Simon Hayes +44 (0) 20 7418 8900
Julian Blunt +44 (0) 20 7418 8900
Bell Pottinger Corporate & Financial (PR adviser)
Ann-marie Wilkinson +44 (0) 20 7861 3932
Geoff Callow +44 (0) 20 7861 3877
This announcement does not constitute or form part of any offer to sell or the
solicitation of an offer to subscribe for or buy any security, nor is it a
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law. Any acceptance or other
response to the Offers should be made only on the basis of information referred
to in the Offer Document and the Form of Acceptance.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Galliford Try plc and for no one else in relation to
the Offers and the Placing and Open Offer and will not be responsible to anyone
other than Galliford Try plc for providing the protections afforded to clients
of PricewaterhouseCoopers LLP or for giving advice in relation to the Offers,
the Placing and Open Offer, or any other matter referred to in this
announcement.
KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as corporate broker to Galliford Try plc in
relation to the Placing and Open Offer and is not acting for any other person
and will not be responsible to any other person for providing the protections
afforded to customers of KBC Peel Hunt Ltd nor for advising them on the contents
of this announcement or any other matter referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. And
failure to comply with the restrictions may constitute a violation of securities
laws of any such jurisdiction.
Unless otherwise determined by Galliford Try and permitted by applicable law and
regulation, the Offers are not being, and will not be, made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or email) of interstate or foreign commerce of, or by any facility of
a national securities exchange of, nor will it be made in, into or from 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
Offers will not be capable of acceptance by any such use, means, instrumentality
or facilities. Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and any other documents relating to the Offers are not being,
and must not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent, in whole or in part, in, into or from 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 persons
receiving such documents (including custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offers.
This information is provided by RNS
The company news service from the London Stock Exchange