Benckiser 'B' Shareholders

Reckitt Benckiser PLC 19 May 2000 Procedure for Outstanding Benckiser 'B' Shareholders Benckiser N.V. completed its merger with Reckitt & Colman plc on December 3, 1999. The merger was effected through an exchange offer of 5 new Reckitt & Colman ordinary shares for each Benckiser N.V. share (the 'Original Offer'). Reckitt Benckiser plc (the 'Company') is aware that there are a small number of holders of Benckiser 'B' shares who have either not tendered their shares to the offer or were unable to do so due to local securities regulations. Accordingly the Company is today issuing the following updated information for Benckiser 'B' shareholders. As permitted by Companies legislation, the remaining Benckiser 'B' shares will in due course be compulsorily acquired by the Company or by a wholly owned group company, subject to court clearance. It is currently expected that this process will take between six and nine months. Precedent would support an expectation that the compulsory acquisition would be at a price based on the mid-market price of the Benckiser 'B' shares on the day on which the offer was closed and honoured plus accrued interest from that date. The Reckitt & Colman plc offer for Benckiser 'B' shares was closed and honoured on November 30, 1999 on which date the closing mid-market price of Benckiser 'B' shares was Euro 60.50. Remaining holders of Benckiser 'B' shares in bearer form may still tender their shares to the agent, Warburg Dillon Read, in the manner set out in the Offer Document dated August 11. 1999. These shares will be exchanged on the same terms as the Original Offer, that is five new Reckitt Benckiser shares for one share of Benckiser N.V. Holders should contact the custodian of their shares and instruct them to contact Warburg Dillon Read who conducted the Original Offer as exchange agent. Alternatively they can choose to wait for the compulsory acquisition to take effect. Remaining holders in the USA, Canada, Australia and Japan, to whom the Original Offer can not be extended due to local regulatory constraints, must (subject to acceptance of the proposed early cash offer described below) wait for the compulsory acquisition to take effect. In view of the length of time involved in the compulsory acquisition, the Company, through one of its subsidiaries is proposing to make an early cash offer for all remaining Benckiser 'B' shares. This will be based on the market price of Reckitt Benckiser plc shares on or about the date the offer is made and the exchange terms of the Original Offer. An appropriate offer letter will shortly be sent to remaining Benckiser 'B' shareholders at which time a further announcement will be made. For further information James Robertson Warburg Dillon Read +44 207 568 2155 Tom Corran Reckitt Benckiser plc +44 1753 746 548
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