Offer Wholly Unconditional
Trinity Mirror PLC
25 October 2005
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
RECOMMENDED CASH OFFER OF 20.25 PENCE PER SHARE
BY
UBS INVESTMENT BANK
ON BEHALF OF
TRINITY MIRROR ACQUISITIONS LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF TRINITY MIRROR PLC)
FOR
THE HOTGROUP PLC
___________________________________________________________________________
Offer Unconditional in all Respects and Compulsory Acquisition of
Outstanding hotgroup Shares
1. Offer unconditional in all respects
On 13 September 2005, UBS Investment Bank made a recommended cash offer (the
'Offer') on behalf of Trinity Mirror Acquisitions, a wholly owned subsidiary of
Trinity Mirror, to acquire the entire issued and to be issued ordinary share
capital of hotgroup for 20.25 pence per hotgroup Share in cash. Trinity Mirror
announces that, valid acceptances having been received in respect of hotgroup
Shares representing more than 90 per cent. of the issued share capital of
hotgroup, the acceptance condition has been satisfied. As such, 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 acceptance
The Directors of Trinity Mirror are pleased to announce that, as at 3.00 p.m. on
25 October 2005, being the closing date of the Offer as announced on 19 October
2005, valid acceptances of the Offer had been received in respect of a total of
235,349,084 hotgroup Shares, representing approximately 93.82 per cent. of the
existing issued share capital of hotgroup.
Prior to the announcement of the Offer on 1 September 2005, Trinity Mirror
Acquisitions had received irrevocable undertakings to accept the Offer from the
hotgroup Directors in respect of a total of 23,807,340 hotgroup Shares
representing approximately 9.49 per cent. of the existing issued share capital
of hotgroup (9.54 per cent. of the issued share capital of hotgroup immediately
prior to announcement of the Offer). Valid acceptances have been received in
respect of all these hotgroup Shares as shown below:
Directors of hotgroup Number of hotgroup Shares
Irrevocably Committed
Anthony Reeves 8,557,468
Harvey Sinclair 3,025,633
Steve Wright 403,162
Don Hanson 11,505,680
John Sanderson 315,397
Prior to the announcement of the Offer on 1 September 2005, Trinity Mirror
Acquisitions had also received an irrevocable undertaking to accept the Offer
from Morley Fund Management in respect of a total of 24,327,796 hotgroup Shares
representing approximately 9.70 per cent. of the existing issued share capital
of hotgroup (9.75 per cent. of the issued share capital of hotgroup immediately
prior to announcement of the Offer). In addition, it was announced on 1
September 2005 that an undertaking to accept (or procure the acceptance of) the
Offer had been received from New Star Asset Management in respect of 24,226,019
hotgroup Shares, representing 9.66 per cent. of the existing issued share
capital of hotgroup (9.71 per cent. of the issued share capital of hotgroup
immediately prior to announcement of the Offer). As announced on 30 September
2005, Trinity Mirror has been informed by New Star Asset Management that its
holding of hotgroup Shares is 20,496,799 representing 8.17% of the existing
issued share capital of hotgroup, and that its irrevocable undertaking should
have been given in respect of this lower figure. New Star Asset Management has
confirmed that in all other respects its irrevocable undertaking remains correct
and legally binding. Valid acceptances have been received in respect of all
these hotgroup Shares as shown below:
Morley Fund Management 24,327,796
New Star Asset Management 20,496,799
On such revised basis, Trinity Mirror Acquisitions had received irrevocable
undertakings to accept (or procure the acceptance of) the Offer in respect of an
aggregate of 68,631,935 hotgroup Shares, representing approximately 27.36% of
the Company's existing issued share capital.
Save as disclosed in this announcement and in the Offer Document, neither
Trinity Mirror nor Trinity Mirror Acquisitions nor any person acting in concert
with Trinity Mirror or Trinity Mirror Acquisitions for the purposes of the Offer
held any hotgroup Shares (or rights over such shares) before 22 June 2005, the
first day of the Offer Period, nor has any such person acquired or agreed to
acquire any such shares (or rights over such shares) since the commencement of
the Offer Period.
3. Consideration
Settlement of the consideration to which any Shareholder is entitled will be
effected (i) in the case of acceptances received (complete in all respects) on
or before 25 October 2005, by 8 November; or (ii) in the case of acceptances
received (complete in all respects) after 8 November 2005 but while the Offer
remains open, within 14 days of such receipt.
4. Compulsory Acquisition and cancellation of listing
Application will be made to the London Stock Exchange for the cancellation of
the admission to trading of hotgroup Shares on AIM. It is expected that such
cancellation will take effect from 22 November 2005, being 20 business days
following the date of this announcement.
In addition, Trinity Mirror Acquisitions intends in due course to implement the
procedures set out in sections 428 to 430F of the Companies Act to acquire
compulsorily any outstanding hotgroup Shares to which the Offer relates.
hotgroup Shareholders who have not yet accepted the Offer and who hold hotgroup
Shares in certificated form are urged to complete, sign and return the Form of
Acceptance as soon as possible to Lloyds TSB Registrars, Princess House, 1
Suffolk Lane, London EC4R. If you hold your hotgroup Shares in uncertificated
form (that is, in CREST) you are urged to accept the Offer by TTE instructions
as soon as possible.
Terms defined in the offer document dated 13 September2005 (the 'Offer
Document') shall, unless the context requires otherwise, have the same meanings
in this announcement.
ENQUIRIES
Trinity Mirror
Sly Bailey +44 (0) 20 7293 3000
Vijay Vaghela +44 (0) 20 7293 3000
UBS Investment Bank (financial adviser to Trinity Mirror)
Adam Joy +44 (0) 20 7567 8000
Jonathan Evans +44 (0) 20 7567 8000
UBS Investment Bank is acting exclusively for Trinity Mirror and for no one else
in relation to the Offer and will not be responsible to anyone other than
Trinity Mirror for providing the protections afforded to clients of UBS
Investment Bank or for giving advice in relation to the Offer or any other
matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce or by any facilities of a national securities exchange of, the United
States of America, Canada, Australia or Japan and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
those jurisdictions. Accordingly, copies of this announcement are not being, and
must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law. The Offer is made solely by
the Offer Document and the Form of Acceptance accompanying the Offer Document
(both dated and despatched on 13 September 2005), which contains the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange