Offer Update

RNS Number : 8282M

Smiths News PLC

23 August 2011

 



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

If you are in any doubt about the Offers or the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

23 August 2011

RECOMMENDED CASH OFFERS

BY

SMITHS NEWS PLC

FOR

DAWSON HOLDINGS PLC

Offers Declared Wholly Unconditional

On 7 June 2011, the boards of directors of Smiths News PLC ("Smiths News") and Dawson Holdings PLC ("Dawson") announced the terms of recommended cash offers for the entire issued and to be issued share capital of Dawson to be made by Smiths News.

On 17 August 2011, Smiths News announced that the Ordinary Offer was unconditional as to acceptances.

Smiths News is pleased to announce that as at 3.00 p.m. (London time) on 22 August 2011, Smiths News had received valid acceptances in respect of 25,623,586 Dawson B Ordinary Shares representing 100 per cent. of the Dawson B Ordinary Shares to which the B Ordinary Offer relates and accordingly the B Ordinary Offer became unconditional as to acceptances. This comprises acceptances received from the PPF which were subject to an irrevocable commitment procured by Smiths News.

Smiths News further announces that all conditions to the Offers have either been satisfied or waived and that the Offers are hereby declared unconditional in all respects. The Ordinary Offer will remain open for acceptance until further notice and at least 14 days' notice will be given before the Ordinary Offer is closed. As the only holder of B Ordinary Shares has accepted the B Ordinary Offer, that offer is now closed.

Acceptance levels

As at 3.00 p.m. (London time) on 22 August 2011, Smiths News had received valid acceptances from Dawson Shareholders in respect of a total of 65,504,962 Dawson Ordinary Shares, representing approximately 91.26 per cent. of the existing issued ordinary share capital of Dawson to which the Ordinary Offer relates and 25,623,586 Dawson B Ordinary Shares, representing 100 per cent. of the Dawson B Ordinary Shares to which the B Ordinary Offer relates.

Dawson Ordinary Shareholders who have not yet accepted the Ordinary Offer are encouraged to do so without delay.

To accept the Ordinary Offers for Dawson Ordinary Shares held in certificated form, Dawson Shareholders should complete, sign and return the Form of Acceptance, which accompanied the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Ordinary Offers for Dawson Ordinary Shares held in uncertificated form (that is, in CREST), Dawson Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.

Consideration

The consideration due to accepting Dawson Shareholders is expected to be despatched (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) on or before 26 August 2011, in respect of acceptances complete in all respects and received prior to the date of this announcement, or, if received later, within 3 US Business Days of the date of receipt of further acceptances which are valid and complete in all respects.

Compulsory acquisition

As set out in paragraph 13 of Part II of the Offer Document, Smiths News intends as soon as practicable,  to exercise its rights under sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding Dawson Ordinary Shares to which the Ordinary Offer relates on the same terms as the Ordinary Offer.

De-listing and re-registration

Smiths News is now in receipt of such number of acceptances of the Ordinary Offer such that it has agreed to acquire more than 75 per cent. of the voting share capital of Dawson. Accordingly, as set out in paragraph 13 of Part II of the Offer Document, Smiths News intends to procure as soon as possible that Dawson makes an application to the UK Listing Authority for the listing of the Dawson Ordinary Shares to be cancelled and to the London Stock Exchange for the Dawson Ordinary Shares to cease to be admitted to trading on the London Stock Exchange's main market for listed securities.

Following delisting, Smiths News also intends that Dawson will be re-registered as a private limited company.

The cancellation of the listing of Dawson will significantly reduce the liquidity and marketability of any Dawson Shares in respect of which acceptances of the Ordinary Offer is not submitted.

Dawson Employee Share Plans

As set out in paragraph 9 of Part II of the Offer Document, Smiths News will shortly make appropriate proposals to the holders of options under the Dawson Encouraging Executive Share Option Scheme ("EESOS") in accordance with Rule 15 of the Code. Smiths News confirms that the total number of Dawson Ordinary Shares under EESOS options is 88,090 (the "Total EESOS Shares"), of which, 73,832 will become exercisable on a time pro-rated basis. Of the Total EESOS Shares, these include 20,000 Dawson Ordinary Shares, representing approximately 0.028 per cent. of Dawson's existing ordinary share capital, which are subject to irrevocable commitments procured by Smiths News.

Holders of options under the EESOS will be invited to exercise their options in accordance with the terms of the EESOS and accept the Offers for the Dawson Shares acquired on exercise.

Unless defined herein, defined terms used in this announcement have the same meaning given to them in the Offer Document.

A copy of this announcement, subject to certain restrictions relating to persons resident in the Restricted Jurisdictions, will be published on Smiths News' website. It can be viewed at www.smithsnews.co.uk.

The contents of Smiths News' website are not incorporated into and do not form part of this announcement.

Enquiries

Smiths News
Nick Gresham, Chief Financial Officer	Tel: [phone]
Oriel Securities (financial adviser to Smiths News)
David Arch	Tel: [phone]
Buchanan (PR adviser to Smiths News)
Jeremy Garcia	Tel: [phone]
Dawson
Hugh Cawley, Chief Executive	Tel: [phone]
KPMG Corporate Finance (financial adviser to Dawson)
Christian Mayo	Tel: [phone]
Chris Belsham	Tel: [phone]
MHP Communications (PR adviser to Dawson)
Reg Hoare	Tel: [phone]

Further information

Any acceptance or other response to the Offers should only be made on the basis of information contained in the Offer Document (which contains the full terms and conditions of the Offers) and, if you hold Dawson Shares in certificated form, the Form of Acceptance.  Dawson Shareholders are advised to read the formal documentation in relation to the Offers carefully.

Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Smiths News and no-one else in connection with the Offers and will not be responsible to anyone other than Smiths News for providing the protections afforded to clients of Oriel Securities nor for providing advice in relation to the Offers.  Neither Oriel Securities nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oriel Securities in connection with this announcement, any statement contained herein or otherwise.

KPMG Corporate Finance, which is authorised and regulated by the Financial Services Authority for investment business activities, is acting exclusively for Dawson as financial adviser in relation to the Offers and is not acting for any other person in relation to such Offers.  KPMG Corporate Finance will not be responsible to anyone other than Dawson for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offers or arrangements referred to herein.

Overseas jurisdictions

The Offers are not being made directly or indirectly, and securities of Dawson will not be accepted for purchase from or on behalf of any shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Document and Form of Acceptance.

The availability of the Offers in, and the release, publication or distribution of the Offer Document in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession the Offer Document and Form of Acceptance comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions.  Dawson Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, as described in the Offer Document, the Offers will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of a Restricted Jurisdiction.  Accordingly, except as required by applicable law, copies of the Offer Document and Form of Acceptance are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction.  Persons receiving the Offer Document and Form of Acceptance (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into a Restricted Jurisdiction.

The Offer Document and Form of Acceptance has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document and Form of Acceptance had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Notice to US holders of Dawson Shares

Each US shareholder of Dawson is urged to consult with his independent professional adviser regarding any acceptance of the Offers including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the Offers.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire securities in the United States.  No offer to acquire securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Exchange Act or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

The Offers are for the securities of a corporation organised under the laws of England and Wales and are subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States.  The Offers are being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offers are subject to certain disclosure and other procedural requirements which may differ from those applicable under US domestic tender offer procedures and laws.

To the extent permitted by applicable law, in accordance with the Code and normal UK market practice and in compliance with Rule 14e-5 under the US Exchange Act, Smiths News and its affiliates or their nominees or brokers (acting as agents) may from time to time during the period in which the Offers remain open for acceptance make certain purchases of, or arrangements to purchase, shares or other securities in Dawson, otherwise than pursuant to the Offers, such as in open market or privately negotiated purchases.  Any such purchases, or arrangements to purchase, will be undertaken to the extent permitted by applicable law and will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, as well as with Rule 14e-5 under the US Exchange Act.  In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Oriel Securities serving as financial advisor and joint broker to Smiths News and its affiliates may make purchases of, or arrangements to purchase, securities of Dawson and various related derivative transactions in the normal and ordinary course of their business. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, JP Morgan Cazenove serving as joint broker to Smiths News and its affiliates may make purchases of, or arrangements to purchase, securities of Dawson and various related derivative transactions in the normal and ordinary course of their business.  Information regarding such activities which is required to be made public in the United Kingdom pursuant to the 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.

The receipt of cash pursuant to the Offers by a US holder of Dawson Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local laws, as well as foreign and other tax laws. Each holder of Dawson Shares is urged to consult his independent financial adviser immediately regarding any acceptance of the Offers, including, without limitation, the tax consequences of any acceptance of the Offers.

Both Smiths News and Dawson are incorporated under the laws of England and Wales and some or all of the officers and directors of Smiths News and Dawson may be residents of non-US jurisdictions. As a result, it may be difficult for US holders of Dawson Shares to enforce their rights or any claim arising out of the US federal securities laws. US holders of Dawson Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

 

END

 

 

OUPZMGZRNZKGMZM