Offer Update
GPG (UK) Holdings PLC
25 May 2004
For immediate release
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Japan or Australia
25 May 2004
GPG (UK) Holdings plc
Increased Partial Cash Offer for De Vere Group Plc
Offer Update
GPG yesterday announced the terms of its Increased Partial Offer for 28.5
million De Vere shares. As at 3.00 p.m. on 24 May 2004:
- De Vere shareholders holding 164,959 De Vere Shares, representing
approximately 0.14 per cent. of De Vere's current issued ordinary share capital
(and 0.16 per cent. of the voting rights not held by GPG), had elected to accept
the Original Partial Offer and approve it for the purpose of Rule 36.5 of the
City Code;
- De Vere shareholders holding 690 De Vere Shares, representing
approximately 0.00 per cent. of De Vere's current issued ordinary share capital,
had elected to accept the Original Partial Offer but not approve it for the
purpose of Rule 36.5 of the City Code;
- De Vere shareholders holding 12,009,394 De Vere Shares, representing
approximately 10.49 per cent. of De Vere's current issued ordinary share capital
(and 11.66 per cent. of the voting rights not held by GPG), had not accepted the
Original Partial Offer but elected to approve it for the purpose of Rule 36.5 of
the City Code; and
- De Vere shareholders holding 1,423 De Vere Shares, representing
approximately 0.00 per cent. of De Vere's current issued ordinary share capital,
had returned valid Original Forms of Acceptance electing neither to accept the
Original Partial Offer nor approve it for the purpose of Rule 36.5 of the City
Code.
Prior to the commencement of the Offer Period, the GPG Group held 11,446,406 De
Vere Shares, representing approximately 10.0 per cent. of De Vere's current
issued ordinary share capital. In addition, GPG had in place contracts for
differences which have no fixed expiry dates and which gave the GPG Group a
short position in respect of 222,737 De Vere Shares, representing approximately
0.19 per cent. of De Vere's current issued ordinary share capital.
Save as disclosed herein, immediately prior to the commencement of the Offer
Period, neither GPG, nor any person acting in concert with GPG, held any De Vere
Shares (or rights over such shares) and since the commencement of the Offer
Period neither GPG, nor any person acting in concert with GPG, has acquired or
agreed to acquire any De Vere Shares (or rights over such shares).
The Increased Partial Offer has been extended until 3.00 p.m. on 7 June 2004. De
Vere shareholders who wish to accept or approve the Increased Partial Offer but
who have not yet done so should return their completed Revised Form of
Acceptance (and supporting documents) in accordance with the procedures set out
in the Increased Offer Document. Additional Forms of Acceptance may be obtained
by contacting Computershare Investor Services PLC at PO Box 859, The Pavilions,
Bridgwater Road, Bristol BS99 1XZ (telephone: 0870 702 0100).
Commenting on the offer Blake Nixon, Chairman of GPG, said 'The central
proposition behind our Increased Partial Offer remains a simple one - the
stockmarket chronically undervalues the De Vere Hotels Division. When is De
Vere's Board going to stop harping on about its clear and dynamic strategy of
jam tomorrow and provide shareholders with something relevant, such as what it
believes the De Vere Hotels Division is worth now?'
Enquiries:
GPG (UK) Holdings plc
Blake Nixon, Chairman 020 7484 3370
Weber Shandwick Square Mile 020 7067 0700
Kevin Smith / Josh Royston
The directors of GPG accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of GPG
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Strand Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, has approved the contents of this financial
promotion and its communication by GPG for the purposes of Section 21 of the
Financial Services and Markets Act 2000.
Strand Partners Limited is acting for GPG and no-one else in connection with the
Increased Partial Offer and will not be responsible to anyone other than GPG for
providing the protections afforded to clients of Strand Partners Limited nor for
giving advice in relation to the Increased Partial Offer.
De Vere shareholders should be aware that their entitlement to participate in
the Increased Partial Offer depends on their being entered on the register of
members of De Vere at the Record Date. The Record Date could be any date between
now and 4 June 2004 or, if the Increased Partial Offer were to be extended
beyond 7 June 2004, any date up to 17 June 2004 (or such later date as may be
agreed with the Panel) depending on the number of acceptances received and the
speed at which they are received. Notwithstanding this, if a De Vere shareholder
sells or purchases De Vere Shares prior to the Record Date, they are requested
to consult their stockbroker, bank or other agent through whom the sale or
purchase is effected and refer to the instructions relating to Qualifying
Purchases set out in paragraph 5(h) of the letter from Strand Partners contained
in the Increased Offer Document as the purchaser may have an entitlement to
participate in the Increased Partial Offer.
In this announcement 'Increased Offer Document' means the document dated 24 May
2004 setting out the terms of the Increased Partial Offer. Unless the context
otherwise requires, terms used in this announcement shall have the same meanings
given to them in the Increased Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange