Offer for Mirror Group
TRINITY PLC
6 September 1999
Not for release, publication or distribution in or into the
United States of America, Canada, Australia or Japan
Merger of Trinity and Mirror Group
Offer wholly unconditional
Trinity announces that, following the admission to the
Official List of New Trinity Shares earlier today, the Offer
for Mirror Group is now wholly unconditional.
The Offer will remain open for acceptance until further
notice. As previously announced the mix and match facility
closed at 3.00 p.m. on 27 August 1999.
Mirror Group Shareholders who wish to accept the Offer and
have not yet done so should despatch their completed Forms of
Acceptance as soon as possible by post or by hand to Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA
or by hand only (during normal business hours only) to Lloyds
TSB Registrars, Antholin House, 71 Queen Street, London EC4N
1SL.
The consideration payable to accepting Mirror Group
Shareholders will be despatched within 14 days of today's date
in respect of acceptances already received which are valid and
complete in all respects or within 14 days of the date of
receipt of further acceptances which are valid and complete in
all respects.
As at 3.00 p.m. on 3 September 1999, valid acceptances under
the Offer had been received in respect of a total of
316,604,859 Mirror Group Shares, representing approximately
69.18 per cent. of the issued share capital of Mirror Group.
Mix and Match Election
Elections for additional shares under the Mix and Match
Election have been received in respect of 106,437,113 Mirror
Group Shares (representing approximately 23.26% of the current
issued share capital of Mirror Group) and elections for
additional cash have been received in respect of 33,004,070
Mirror Group Shares (representing approximately 7.21% of the
current issued share capital of Mirror Group).
Mirror Group Shareholders who validly accepted the Offer by
3.00 p.m. on 27 August 1999 and elected for additional cash
under the Mix and Match Election will receive their elections
in full and will be entitled to receive approximately 265.04p
in cash for each Mirror Group Share so elected.
Mirror Group Shareholders who validly accepted the Offer by
3.00 p.m. on 27 August 1999 and elected for additional shares
under the Mix and Match Election will be entitled to receive
consideration of approximately 0.425776 of a New Trinity Share
and approximately 25.24p in cash for each Mirror Group Share
so elected.
This compares with the basic offer of 0.325 of a New Trinity
Share and 82p in cash.
Enquiries:
Trinity Philip Graf 01244 687 000
Greenhill & Co. Simon Borrows 0171 440 0400
Salomon Smith Barney Christian Purslow 0171 721 2000
Gavin Anderson Deborah Walter 0171 457 2345
Unless the context otherwise requires, the definitions set out
in the Offer Document dated 6 August 1999 have the same
meanings when used in this announcement.
Greenhill & Co. International Limited, which is regulated by
The Securities and Futures Authority Limited, is acting for
Trinity and no one else in connection with the Merger and will
not be responsible to anyone other than Trinity for providing
the protections afforded to customers of Greenhill & Co.
International Limited, nor for providing advice in relation to
the Merger.
Salomon Brothers International Limited, which is regulated by
The Securities and Futures Authority Limited, is acting for
Trinity and no one else in connection with the Merger and will
not be responsible to anyone other than Trinity for providing
the protections afforded to customers of Salomon Brothers
International Limited, nor for providing advice in relation to
the Merger.
The availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant jurisdiction.
Shareholders who are not resident in the UK should inform
themselves about, and observe, any applicable requirements.
The Offer is not being made, directly or indirectly, in or
into, and is not capable of acceptance in or from, the United
States, Canada, Australia or Japan, subject to certain
exceptions. Accordingly, this announcement is not being and,
unless the agreement of Trinity is obtained, the Offer
Document and any related offering documents, have not been,
and must not be, mailed or otherwise distributed or sent in,
into or from the United States, Canada, Australia or Japan and
doing so may render invalid any purported acceptance of the
Offer, subject to certain exceptions.
The New Trinity Shares to be issued pursuant to the Offer have
not been and will not be registered under the United States
Securities Act of 1933, as amended, or under the securities
laws of any state or other jurisdiction of the United States,
Canada, Australia or Japan. The New Trinity Shares may not be
offered, sold, resold, delivered or transferred, directly or
indirectly, in or into the United States, Canada, Australia or
Japan except pursuant to exemptions from that Act or other
applicable requirements of such jurisdictions and with the
agreement of Trinity. This press release does not constitute
an offer of securities for sale in the United States, Canada,
Australia or Japan or any jurisdiction in which such an offer
or solicitation is unlawful.