First Closing Date
Johnson,Matthey PLC
25 July 2001
Not for release, distribution or publication in whole or in part in or into
the USA, Canada, Australia or Japan
Johnson Matthey plc ('Johnson Matthey')
Recommended cash offer for Meconic plc ('Meconic')
Level of Acceptances and Extension of Offer
Johnson Matthey announces that as at 3.00 p.m. on 24 July 2001, the first
closing date of the Offer, valid acceptances of the Offer had been received
in respect of 16,104,682 Meconic Shares, representing 44.3% of the issued
share capital of Meconic. Johnson Matthey has also acquired, in the market,
in aggregate 18,700,000 Meconic Shares, representing 51.5% of Meconic's
issued share capital at 405 pence per share. Johnson Matthey has therefore
either acquired or received valid acceptances in respect of an aggregate of
34,804,682 Meconic Shares, representing 95.8% of Meconic's issued share
capital.
Furthermore Johnson Matthey has received valid acceptances and acquired in
the market more than 90 per cent. of the Meconic Shares to which the Offer
relates. Accordingly Johnson Matthey intends to exercise its rights to
acquire compulsorily the remaining Meconic Shares which it does not already
own or for which it has not received valid acceptances under the provisions
of Sections 428 - 430F of the Companies Act.
The Offer for Meconic, as set out in the Offer Document dated 3 July
2001, will remain open until further notice.
The Loan Note Alternative will remain open for acceptance until the Offer
closes or, if earlier, until (and including) 30 September 2001.
The procedure for acceptance of the Offer is set out in the Offer Document,
which was posted on 3 July 2001, and the Form of Acceptance which should be
completed and returned as soon as possible.
Save as disclosed above, neither Johnson Matthey, nor any of the directors of
Johnson Matthey, nor so far as Johnson Matthey is aware, any party acting in
concert with Johnson Matthey, held any Meconic Shares (or rights over Meconic
Shares) before the commencement of the Offer Period or has acquired or agreed
to acquire any Meconic Shares (or rights over Meconic Shares) since the
commencement of the Offer Period and no acceptances have been received from
any persons acting in concert with Johnson Matthey.
Application will be made to cancel the listing of Meconic's ordinary share
capital on the Official List of the United Kingdom Listing Authority and to
remove the Meconic Shares from trading on the London Stock Exchange. The
cancellation will become effective on 23 August 2001, being twenty business
days from the date of this announcement. After cancellation of listing there
will be no formal arrangement in place for the trading of Meconic Shares and
Meconic Shareholders may, therefore, experience difficulties in realising
their investment in Meconic.
Terms defined in the Offer Document dated 3 July 2001 have the same meanings
when used herein unless the context requires otherwise.
Enquiries
Johnson Matthey plc
John Sheldrick 020 7269 8438
David Morgan 020 7269 8405
Schroder Salomon Smith Barney 020 7986 4000
(financial adviser to Johnson Matthey)
James Steel
Jan Skarbek
Credit Suisse First Boston de Zoete & Bevan Limited 020 7888 8888
(brokers to Johnson Matthey)
Chris Chambers
Chris Sim
Gavin Anderson & Company 020 7457 2345
(PR Advisers)
Howard Lee
Laura Hickman
Salomon Brothers International Limited (trading as 'Schroder Salomon Smith
Barney') and Credit Suisse First Boston de Zoete & Bevan Limited ('CSFB'),
which are regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting exclusively for Johnson Matthey and no one else
in connection with the Offer and will not be responsible to anyone other than
Johnson Matthey for providing the protections afforded to its customers nor
for providing advice in relation to the Offer. Salomon Smith Barney is a
service mark of Salomon Smith Barney Inc. Schroder is a trademark of
Schroders Holdings plc and is used under licence by Salomon Brothers
International Limited.
This announcement does not constitute an offer or an invitation to purchase
any securities.
The Offer is not being made, directly or indirectly, in or into, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the
United States, or in or into Canada, Australia or Japan and the Offer should
not be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan.
The Loan Notes to be issued pursuant to the Loan Note Alternative have not
been, and will not be, registered under the United States Securities Act of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction of the United States, nor have clearances been, nor will they
be, obtained from the securities commission or similar authority of any
province or territory of Canada and nor has a prospectus been, or will be
filed, or registration made, under any securities law of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under such Act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in, into or from the United States,
Canada, Australia or Japan or any other jurisdiction in which an offer of
Loan Notes would constitute a violation of relevant laws or require
registration thereof, or to or for the account or benefit of any US person or
resident of Canada, Australia or Japan or any other such jurisdiction.
Salomon Brothers International Limited (trading as Schroder Salomon Smith
Barney) is regulated in the United Kingdom by the Securities and Futures
Authority Limited. Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc. Schroders is a trademark of Schroders Holdings PLC and is used
under licence.