Offer Document Posted

RNS Number : 2853R

Reckitt Benckiser Group PLC

18 August 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE
18 August 2010

Reckitt Benckiser Group plc

Recommended Cash Offer by Reckitt Benckiser plc,
a wholly-owned subsidiary of Reckitt Benckiser Group plc,
for SSL International plc

Posting of Offer Document

Following the announcement on 21 July 2010 by Reckitt Benckiser Group plc ("Reckitt Benckiser") of a recommended cash offer (the "Offer") by its wholly-owned subsidiary Reckitt Benckiser plc (the "Offeror") to acquire the entire issued and to be issued ordinary share capital of SSL International plc ("SSL") at an offer price of 1163 pence per SSL Share (the "Offer Price"), Reckitt Benckiser announces that the offer document ("Offer Document") containing the full terms of, and conditions to, the Offer is being posted to SSL Shareholders today together with the Form of Acceptance (in the case of holders of SSL Shares in certificated form). 

Under the terms of the Offer, SSL Shareholders will also retain the right to receive the final dividend of 8 pence per SSL Share in respect of the year ended 31 March 2010, which will be paid on 2 September 2010 to those SSL Shareholders who were on the register of members of SSL at close of business on 6 August 2010 (the "SSL Dividend").  The Offer Price plus the SSL Dividend therefore represents, in aggregate, 1171 pence per SSL Share and values SSL's fully diluted share capital at approximately £2,540 million.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 16 September 2010. 

To accept the Offer in respect of SSL Shares held in certificated form, SSL Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 p.m. (London time) on 16 September 2010. 

To accept the Offer in respect of SSL Shares held in uncertificated form (that is, in CREST), SSL Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 16 September 2010.  If SSL Shareholders hold their SSL Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear. 

The Offer Document and Form of Acceptance will be available for inspection at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the end of the Offer Period.  A copy of the Offer Document and Form of Acceptance are also, or will shortly be, available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Reckitt Benckiser's website at www.rb.com and SSL's website at www.ssl-international.com until the end of the Offer Period. 

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries

Reckitt Benckiser                                                                                  [phone]
Joanna Speed, Investor Relations Director (investor and analyst calls)
Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls)

Deutsche Bank (Financial Adviser and Corporate Broker to
Reckitt Benckiser)                                                                                 [phone]
Nigel Meek, Omar Faruqui
Nick Bowers, Mumtaz Naseem (Corporate Broking)

Brunswick (PR Adviser to Reckitt Benckiser)                                          [phone]
David Litterick, Teresa Bianchi

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.  The Offer is being made solely by the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted and, in the case of certificated shares only, the Form of Acceptance.  Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation in the United Kingdom by the Financial Services Authority.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request.  Deutsche Bank AG, London Branch is acting as financial adviser to Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in relation to any matter referred to herein.

Notice to US holders of SSL Shares

The Offer is being made for securities of a UK company and United States investors should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States.  SSL's and Reckitt Benckiser's financial statements, and all financial information that is included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and thus may not be comparable to financial statements of United States companies. 

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.  

In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offeror or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) under the Exchange Act, Deutsche Bank will continue to act as exempt principal trader in SSL securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions.  Information regarding such purchases and any activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom. 

Notice to Overseas Shareholders

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by Reckitt Benckiser, the Offer is not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction (as defined in the Offer Document) and will not be capable of acceptance from within any such Restricted Jurisdiction.  Accordingly, unless otherwise determined by Reckitt Benckiser, copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.  Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.  

This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of England and Wales. 

Reduction of the Acceptance Condition

The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on 16 September 2010 (or such later time and/or date as Reckitt Benckiser may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. in nominal value of the SSL Shares to which the Offer relates, and of the voting rights attaching to those shares, or such lower percentage as Reckitt Benckiser may decide, provided that such condition will not be satisfied unless Reckitt Benckiser and/or any other members of the Reckitt Benckiser Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, SSL Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of SSL (the ''Acceptance Condition'').  Reckitt Benckiser reserves the right to reduce the percentage of SSL Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived, provided that such percentage shall not be reduced to below 50 per cent. of the voting rights then normally exercisable at general meetings of SSL. 

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is "interested" in 1 per cent. or more of any class of "relevant securities" of an offeree company (in this instance, SSL) or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the "offer period" and, if later, following the announcement in which any paper offeror is first identified. 

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the "relevant securities" of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person "deals" in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant "dealing".

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an "interest in relevant securities" of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Note that the Offeror is not a paper offeror because it has announced that its offer is in cash.  Therefore, Opening Position Disclosures and Dealing Disclosures do not need to be made in relation to the Offeror's "relevant securities". 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons "acting in concert" with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose "relevant securities" Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of "relevant securities" in issue, when the "offer period" commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Terms in quotation marks in this section (Dealing Disclosure Requirements) are defined in the City Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a ''dealing'' under Rule 8, you should consult the Panel.

 

END

 

 

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