Terrace Hill Group PLC
02 March 2004
Terrace Hill Group plc
Further Re Offer for SERAH Properties PLC ('Serah')- 14 Day Notice of Closing
Undernoted is a copy of a letter sent to shareholders of Serah today
Contact:
Ross Macdonald, Joint Managing Director, Terrace Hill Group plc, 0141 332 2014
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to the action you should take about this announcement, you
should consult your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under The Financial Services and
Markets Act 2000 immediately.
To the Shareholders of SERAH Properties PLC
ANNOUNCEMENT
Cash Offer with Share Alternative by Terrace Hill Group PLC ('Terrace Hill') for
the entire issued share capital of SERAH Properties PLC ('Serah') (not already
owned or controlled by TH Holders)
14 DAY NOTICE OF CLOSING
2 March 2004
As at 12 noon today, Terrace Hill have received valid acceptances complete in
all respects in respect of 1,053,051 Serah Shares being 45.30% of the total
Serah Shares. Of this total, holders of 167,716 Serah Shares have elected for
the Share Alternative. In addition, incomplete acceptances of the Cash Offer for
which documents of title are awaited have been received for 13,500 Serah Shares.
In addition to the forgoing acceptances, TH Holders already own or control
710,334 Serah Shares being 30.56% of the total Serah Shares. In aggregate, these
percentages amount to 75.86%. In order to comply with the Takeover Code this
letter is sent to all Shareholders. If you have accepted for all your Serah
Shares you need take no action.
Terrace Hill declared the Cash Offer with Share Alternative unconditional in all
respects on 25 February 2004. Terrace Hill will close the Offer on THURSDAY 25
MARCH 2004 and cheques will be despatched to those Shareholders who validly
accept the Cash Offer within 14 days of receipt of a completed Form of
Acceptance. Those Shareholders who elect to receive New Terrace Hill Shares
under the Share Alternative should note that application will be made for
admission to trading on AIM of the New Terrace Hill Shares to be allotted
pursuant to the Share Alternative.
THERE WILL BE NO FURTHER EXTENSION OF THE CLOSING DATE OF THE CASH OFFER WITH
SHARE ALTERNATIVE.
The procedure for acceptance is set out on page 12 of the Offer Document. It
should be noted that all acceptances are required to be signed in the presence
of a witness and accompanied by the relevant share certificate(s) or, if you
cannot find your share certificate, letter(s) of indemnity. Further Forms of
Acceptance can be obtained by telephoning 0141 353 2620.
Other than as referred to above, Terrace Hill has not acquired or agreed to
acquire any Serah Shares during the offer period, nor did it hold any such
Shares prior to the offer period other than the holding of 710,334 Serah Shares
owned or controlled by TH Holders.
Yours faithfully
D. Ross Macdonald
Joint Managing Director
This announcement should be read in conjunction with the Offer Document dated 4
February 2004 and expressions therein shall have the same meanings in this
announcement. The Terrace Hill Directors are responsible for the information
contained in this announcement. To the best of their knowledge and belief (and
they have taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information. The
Terrace Hill Directors accept responsibility accordingly. This announcement
has been approved for issue by Mercantile Securities (Scotland) Limited ('MSS')
for the purposes of Section 21 of the Financial Services and Markets Act 2000.
MSS, which is regulated by The Financial Services Authority, is acting for
Terrace Hill and no one else in connection with the Cash Offer and Share
Alternative and will not be responsible to any other persons for providing the
protections afforded to customers of MSS nor for giving advice in relation to
the Cash Offer and Share Alternative.
So far as the Terrace Hill Directors are aware and save as disclosed above,
there have been no material changes to any of the information set out in the
Offer Document dated 4 February 2004 and in the announcement dated 25 February
2004.
This information is provided by RNS
The company news service from the London Stock Exchange
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