Grainger Trust PLC
22 January 2007
22 January 2007
Grainger Trust plc
Recommended cash offer for The Capital Appreciation Trust (Isle of Man) plc (the
'Offer')
Offer declared unconditional in all respects
Grainger Trust plc ('Grainger') announces that, as at 12.00 noon on 19 January
2007, being the final closing date of the Offer, valid acceptances of the Offer
had been received by Grainger Retirement Housing Limited ('GRHL'), a wholly
owned subsidiary of Grainger, in respect of 44,897,977.87 CAT Shares
(representing approximately 91.48 per cent. of the CAT Shares to which the Offer
relates).
Condition 1 in Part A of Appendix 1 of the Offer Document allows GRHL to declare
the Offer unconditional as to acceptances as long as GRHL have received from the
Nominee valid acceptances of the Offer in respect of not less than 90 per cent.
in nominal value of the CAT Shares. All other conditions to the Offer have been
satisfied or are hereby waived. Accordingly, the Offer is declared
unconditional in all respects and will remain open for acceptance until further
notice.
Prior to the announcement of the Offer on 1 December 2006, the CAT Directors who
are also CAT Shareholders and certain other CAT Shareholders irrevocably
undertook to direct the Nominee to accept the Offer in respect of their
aggregate beneficial holdings of 23,798,614.59 CAT Shares (representing
approximately 48.5 per cent. of the CAT Shares to which the Offer relates).
Valid acceptances in respect of those CAT Shares have been included in the level
of valid acceptances above.
CAT Shareholders who have not yet directed the Nominee to accept the Offer are
reminded to complete and return their Form of Direction, together with their
certificate(s) of beneficial ownership, as soon as possible.
The consideration to which a CAT Shareholder is entitled under the Offer will be
effected:-
(a) in the case of those CAT Shareholders who have already returned Forms
of Direction directing the Nominee to accept the Offer together with their
certificate(s) of beneficial ownership (and the Nominee has delivered to GRHL
the relevant Form of Acceptance in respect of such CAT Shareholders), within 14
days of today's date; or
(b) in the case of those CAT Shareholders who return Forms of Direction
directing the Nominee to accept the Offer after today's date or who have
returned Forms of Direction before today's date but without their certificate(s)
of beneficial ownership, within 14 days of receipt by GRHL of the relevant Forms
of Acceptance from the Nominee, following the Nominee's receipt of the Form of
Direction or certificate(s) of beneficial ownership (as appropriate).
GRHL intends to exercise its rights pursuant to Isle of Man law to acquire
compulsorily the remaining CAT Shares on the same terms as the Offer. It is
also currently anticipated that the CAT Shares will be de-listed from the
Official List of the Channel Islands Stock Exchange and CAT's listing in this
regard will thereby be cancelled.
The Offer remains subject to the terms and conditions set out in the Offer
Document.
Save where the context otherwise requires, the definitions of certain
expressions used in this announcement are contained in the Offer Document dated
1 December 2006.
Enquiries:
Grainger Trust plc
Andrew Cunningham: 0191 269 1819
Marie Glanville: 0191 269 1819
JPMorgan Cazenove
Roger Clarke: 020 7588 2828
Financial Dynamics
Stephanie Highett: 020 7831 3113
Dido Laurimore: 020 7831 3113
JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for GRHL in connection with the Offer and for no
one else and will not be responsible to anyone other than GRHL for providing the
protections afforded to clients of JPMorgan Cazenove, or for providing advice in
relation to the Offer or any other matter.
This information is provided by RNS
The company news service from the London Stock Exchange
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