Huveaux PLC
28 July 2005
Huveaux PLC
28 July 2005
Recommended Offer
by Dresdner Kleinwort Wasserstein
on behalf of Huveaux PLC
for Epic Group plc
Rule 8.4 disclosure
With regard to the Offer Document to be posted shortly to Epic Shareholders and,
as summarised in this morning's Rule 2.5 announcement, Huveaux announces that on
27 July 2005 it received:
(i) irrevocable undertakings to accept, or to procure the acceptance of, the
Offer from the following Epic Directors in respect of the following numbers of
Epic Shares in which they (and certain persons connected with them (within the
meaning of Section 346 of the Act)), and their related trusts, are interested:
Name Number of Epic % of Epic Share
Shares Capital
Donald Clark 2,177,381 9.15
Ian Ritchie 180,000 0.76
John Gordon 35,000 0.15
These undertakings will continue to be binding in circumstances where a higher
competing offer is announced by a third party in respect of all the share
capital of Epic, unless the Offer lapses or is withdrawn.
(ii) irrevocable undertakings from those Epic Directors who do not beneficially
hold Epic Shares but who do hold Epic Options (being Stephen Oliver and Brian
Stevens). Pursuant to the terms of these undertakings, each of these Epic
Directors has undertaken to accept the Offer in respect of any Epic Shares he
may be issued as a result of the exercise of his Epic Options. These irrevocable
undertakings will continue to be binding in circumstances where a higher
competing offer is announced by a third party in respect of all of the share
capital of Epic, unless the Offer lapses or is withdrawn.
(iii) irrevocable undertakings to accept the Offer from the following Epic
Shareholders:
Name Number of Epic % of Epic Share
Shares Capital
Framlington Investment Management Limited(a) 3,988,100 16.75
Scottish Widows Investment Partnership(b) 2,232,886 9.38
Artemis Investment Management Limited(c) 1,500,000 6.30
Deutsche Asset Management(d) 1,685,876 7.08
These undertakings will continue to be binding save in circumstances where a
higher competing offer is announced by a third party where such offer has a
value, upon announcement, which exceeds the value of the Offer by:
(a) 10 per cent. or more
(b) 15 per cent. or more
(c) more than 10 per cent.
(d) the competing offer values each Epic Share at 100 pence or more
(iv) a letter of intent to accept the Offer from M&G Investment Management
Limited in respect of 600,000 Epic Shares representing 2.5 per cent. of the
existing issued share capital of Epic.
Therefore, in aggregate, irrevocable undertakings and a letter of intent have
been received by Huveaux to accept, or to procure the acceptance of, the Offer
in respect of 12,399,243 Epic Shares, representing approximately 52.1 per cent.
of the existing issued share capital of Epic.
This information is provided by RNS
The company news service from the London Stock Exchange
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