Offer Update
Huveaux PLC
22 August 2005
Not for release, publication or distribution in or into the United States,
Australia, Canada, Japan or any other jurisdiction if to do so would constitute
a violation of the relevant laws of such jurisdiction
For immediate release 22 August 2005
Epic Group plc ('Epic')
Offer update
Following Admission becoming effective and dealings in the New Huveaux Shares
commencing on AIM, a market operated by the London Stock Exchange, earlier
today, the board of Huveaux announces that the Offer is declared unconditional
in all respects.
As at 3.00 p.m. (U.K. time) on 19 August 2005, valid acceptances of the Offer
had been received in respect of a total of 20,728,153 Epic Shares, representing
approximately 85.88 per cent. of the existing issued share capital of Epic.
This total includes acceptances in respect of 12,399,243 Epic Shares,
representing approximately 51.37 per cent. of the existing issued share capital
of Epic, pursuant to the irrevocable undertakings and the letter of intent to
accept the Offer from the Directors of Epic and certain other Epic Shareholders.
As at 3.00 p.m. (U.K. time) on 19 August 2005, valid acceptances of the Offer in
relation to 10,676,318 Epic Shares, representing approximately 44.23 per cent.
of the existing issued share capital of Epic, had been received electing for the
basic terms of the Offer, valid acceptances of the Offer in relation to 877,470
Epic Shares, representing approximately 3.64 per cent. of the existing issued
share capital of Epic, had been received electing for additional cash under the
Mix and Match Facility and valid acceptances of the Offer in relation to
9,174,365 Epic Shares, representing approximately 38.01 per cent. of the
existing issued share capital of Epic, had been received electing for additional
New Huveaux Shares under the Mix and Match Facility.
The board of Huveaux announced on 19 August 2005 that the Mix and Match Facility
is closed with effect from 3.00 p.m. on 18 August 2005. Those Epic Shareholders
who elected to receive additional shares under the Mix and Match Facility will
receive approximately 29.2 pence in cash and approximately 1.46 New Huveaux
Shares for each Epic Share in respect of their elections. Elections to receive
additional cash under the Mix and Match Facility will be satisfied in full.
The Offer will be open for acceptance until further notice but the Mix and Match
Facility is no longer available for acceptances.
To the extent they have not already done so, Epic Shareholders who hold their
Epic Shares in certificated form and who wish to accept the Offer should
complete, sign and return their Forms of Acceptance as soon as possible in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance.
Epic Shareholders who hold their Epic Shares in uncertificated form and who wish
to accept the Offer should send to CRESTCo a TTE Instruction in relation to such
shares as soon as possible. The procedure for acceptance of the Offer is set out
in paragraph 15 of Part II of the Offer Document.
In respect of valid acceptances of the Offer received on 19 August 2005,
application has been made to AIM for 2,475,669 New Huveaux Shares to be
admitted to listing. Such admission is expected to become effective on 23
August 2005.
Save as disclosed in this announcement, neither Huveaux, nor any persons acting,
or deemed to be acting, in concert with Huveaux held any Epic Shares (or rights
over Epic Shares) or has acquired or agreed to acquire any Epic Shares (or
rights over Epic Shares) during the Offer Period.
Settlement of the Offer
Consideration payable under the Offer will be dispatched (in the manner set out
in the Offer Document) by 5 September 2005 to those Epic Shareholders in respect
of whom valid acceptances have already been received. Consideration in respect
of valid acceptances of the Offer received from today onwards will be dispatched
to accepting Epic Shareholders within 14 days of such receipt.
Compulsory acquisition and cancellation of trading on AIM
As described in the Offer Document, as and when Huveaux receives acceptances
under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more
of the Epic Shares to which the Offer relates, Huveaux intends to exercise its
rights pursuant to the provisions of sections 428 to 430F of the Companies Act
to acquire compulsorily Epic Shares in respect of which acceptances have not
then been received.
Huveaux intends to procure that Epic applies to the London Stock Exchange for
the trading of Epic Shares on AIM to be cancelled. It is anticipated that such
cancellation will take effect no earlier than 20 September 2005, being 20
business days after the date of this announcement.
The Offer remains subject to the terms and conditions set out in the Offer
Document dated 28 July 2005.
Words and expressions defined in the Offer Document dated 28 July 2005 shall
have the same meaning when used in this announcement. Copies of the documents
posted to Epic Shareholders on 28 July 2005 are available for inspection at the
Document Viewing Facility of the UK Listing Authority at The Financial Services
Authority, 25 The North Colonnade, London E14 5HS.
Enquiries
Huveaux 020 7245 0270
John van Kuffeler, Executive Chairman
Dresdner Kleinwort Wasserstein (Financial advisor to Huveaux) 020 7623 8000
Joe Thompson
Finsbury (Public Relations advisor to Huveaux) 020 7251 3801
James Leviton
Katie Lang
Don Hunter
Dresdner Kleinwort Wasserstein, which is authorised and regulated by the
Financial Services Authority, is acting for Huveaux and for no-one else in
connection with the Offer and will not be responsible to anyone other than
Huveaux for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein, or for providing advice in relation to the Offer or any
matters referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange