Offer Wholly Unconditional
Persimmon PLC
17 January 2006
Not for release, publication or distribution, in whole or part, in, into or from
the United States, Canada, Australia or Japan.
FOR IMMEDIATE RELEASE 17 January 2006
RECOMMENDED CASH OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED
on behalf of
PERSIMMON PLC ('PERSIMMON')
for
WESTBURY PLC ('WESTBURY')
Offer declared unconditional in all respects
1. Offer unconditional in all respects
Persimmon, having received valid acceptances of the Offer in respect of Westbury
Shares representing more than 61 per cent. of Westbury's issued share capital,
announces that the acceptance condition to the Offer has been satisfied. Further
to the announcement on 6 January 2006 that Persimmon Shareholders have approved
the Acquisition and the announcement on 23 December 2005 that the Office of Fair
Trading has decided not to refer the Acquisition to the Competition Commission,
all the conditions of the Offer have now been satisfied and/or waived.
Accordingly, the Offer has been declared unconditional in all respects and will
remain open for acceptance until further notice.
2. Detailed level of acceptances
As at 3.00 p.m. (London time) on 16 January 2006, valid acceptances of the Offer
had been received in respect of a total of 70,827,883 Westbury Shares,
representing approximately 61.6 per cent. of Westbury's issued share capital.
(Of these valid acceptances, valid elections for the Loan Note Alternative had
been received in respect of a total of 1,960,647 Westbury Shares, representing
approximately 1.7 per cent. of Westbury's issued share capital.) None of these
acceptances were received from persons acting in concert with Persimmon.
Accordingly, the Offer has been declared unconditional as to acceptances.
On 24 November 2005, being the date of the announcement of the Offer, Persimmon
announced that it had received irrevocable undertakings to accept (or procure
the acceptance of) the Offer in respect of a total of 310,951 Westbury Shares,
representing approximately 0.3 per cent. of Westbury's issued share capital.
Valid acceptances have been received in respect of 295,156 of those Westbury
Shares, representing approximately 0.3 per cent. of Westbury's issued share
capital. All of these acceptances are included in the total of valid acceptances
referred to above.
As announced on 24 November 2005, Persimmon acquired 30,000,000 Westbury Shares
thereby increasing its total holding of Westbury Shares to 30,000,001,
representing approximately 26.1 per cent. of Westbury's issued share capital.
Accordingly, as at 3.00 p.m. (London time) on 16 January 2006, Persimmon either
owned or had received valid acceptances in respect of a total of 100,827,884
Westbury Shares representing approximately 87.7 per cent. of Westbury's issued
share capital.
3. Consideration
Settlement of the consideration due under the Offer will, on or before 30
January 2006, be dispatched by first class post (in the case of holders of
certificated Westbury Shares or holders of uncertificated Westbury Shares who
have elected to take up Loan Notes) to or credited to the relevant CREST
accounts (in the case of holders of uncertificated Westbury Shares) of Westbury
Shareholders who have validly accepted the Offer on or before 16 January 2006.
Consideration due under the Offer will be dispatched (in the case of holders of
certificated Westbury Shares or holders of uncertificated Westbury Shares who
have elected to take up Loan Notes) to or credited to the relevant CREST
accounts (in the case of holders of uncertificated Westbury Shares) of Westbury
Shareholders who validly accept the Offer after 16 January 2006 within 14 days
of receipt of an acceptance valid in all respects.
4. Delisting and Compulsory Acquisition
Application will be made to the Financial Services Authority for the
cancellation of the listing of the Westbury Shares on the Official List and to
the London Stock Exchange for the cancellation of the admission to trading of
Westbury Shares on the London Stock Exchange, with each expected to take effect
from 14 February 2006, being 20 business days following the date of this
announcement.
In addition, if sufficient acceptances are received, Persimmon intends to
implement the procedures set out in sections 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily any Westbury Shares to which the Offer
relates.
Westbury Shareholders who have not yet accepted the Offer and who hold Westbury
Shares in certificated form are urged to complete, sign and return the Form of
Acceptance to Computershare Investor Services PLC as soon as possible. Westbury
Shareholders who have not yet accepted the Offer and who hold Westbury Shares in
uncertificated form are urged to make acceptance electronically through CREST so
that the TTE Instruction settles as soon as possible. Westbury Shareholders who
hold Westbury Shares as a CREST sponsored member, should refer to their CREST
sponsor as only their CREST sponsor will be able to send the necessary TTE
Instruction to CRESTCo.
Terms defined in the Offer Document shall have the same meanings in this
announcement. The term 'acting in concert' shall have the same meaning as in the
City Code.
Persimmon PLC Tel: 01904 642 199
Mike Killoran, Group Finance Director
Neil Francis, Group Company Secretary
Citigroup Global Markets Limited Tel: 020 7986 4000
Philip Robert-Tissot
Dimitrios Georgiou
Nigel Mills (Corporate Broking)
Andrew Forrester (Corporate Broking)
Finsbury Group Tel: 020 7251 3801
Edward Orlebar
Faeth Birch
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Persimmon and no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Citigroup Global Markets Limited or for providing advice in relation
to the Offer.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.
The Offer is not being and will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or electronic transmission, telex, internet or
telephone) of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, the United States, Canada, Australia or
Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility from or within the United States, Canada, Australia
or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange