Response to favourable OFT decision

RNS Number : 6691K

Smiths News PLC

19 July 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.

For immediate release

19 July 2011

RECOMMENDED CASH OFFERS

BY

SMITHS NEWS PLC

FOR

DAWSON HOLDINGS PLC

Response to favourable OFT decision

Smiths News PLC ("Smiths News") is pleased to note that the Office of Fair Trading ("OFT") today announced its decision, on the information currently available to it, not to refer the proposed acquisition of Dawson Holdings PLC ("Dawson") by Smiths News to the Competition Commission.

Smiths News confirms that the first closing date of the Offers is at 3.00 p.m. (London time) on 2 August 2011 (the "First Closing Date"). Dawson Shareholders who have not yet accepted the Offers are encouraged to do so by the First Closing Date.

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

To accept the Offers for Dawson 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.

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

The contents of the 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 Chris Belsham	Tel: [phone] 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 Restircted 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.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Dawson 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) Dawson 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Dawson 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 Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Dawson or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Dawson 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) Dawson 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 pm (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 Dawson or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Dawson and by any offeror and Dealing Disclosures must also be made by Dawson 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].

 

END

 

 

OUPRLMITMBTBBMB