Torex Retail PLC
15 August 2005
Torex Retail Plc
15 August 2005
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
TOREX RETAIL PLC
___________________________________________________________________________
RECOMMENDED OFFER FOR ANKER PLC
Offer Unconditional as to Acceptances
As at 3.00 p.m. on 12 August 2005, valid acceptances had been received in
respect of 40,810,140 Anker Shares (representing approximately 98.14 per cent of
Anker's issued share capital). Accordingly, the Board of Torex Retail Plc
('Torex Retail') announces that the offer (the 'Offer') made by UBS Investment
Bank on behalf of Torex Retail for Anker Plc ('Anker') has been declared
unconditional as to acceptances.
Prior to the posting of the Offer Document, Torex Retail had received
irrevocable undertakings or letters of intent from the Anker Directors and
certain other Anker Shareholders to accept or procure the acceptance of the
Offer in respect of, in aggregate, 31,347,988 Anker Shares, representing
approximately 75.4 per cent. of the existing issued ordinary share capital of
Anker. Included in the valid acceptances of the Offer set out above are
acceptances in respect of 31,347,988 Anker Shares, representing approximately
75.4 per cent. of the existing issued ordinary share capital of Anker, received
pursuant to such irrevocable undertakings and letter of intent.
The Offer remains conditional upon the admission to trading on AIM of the New
Torex Retail Shares issued as consideration under the Offer becoming effective.
Therefore, following the allocations made pursuant to the Mix and Match
facility, application has been made for the admission of 55,297,740 New Torex
Retail Shares to trading on AIM and it is expected that these New Torex Retail
Shares will be admitted to trading on AIM and that dealings in those shares will
commence on 18 August 2005, when it is also expected that the Offer will become
wholly unconditional.
The board of Torex Retail announces that the Mix and Match Facility has now been
closed with effect from 3.00 p.m. on 12 August 2005. Those Anker Shareholders
that elected to receive additional cash under the Mix and Match Facility will
receive in total 94.2 pence in cash and 1.193 New Torex Retail Shares for every
Anker share held. Elections to receive additional New Torex Retail Shares under
the Mix and Match Facility will be received in full.
The Offer will remain open for acceptance until further notice, although the Mix
and Match Facility is no longer available.
For Anker Shares held in certificated form, Forms of Acceptance should be
completed, signed and returned in accordance with instructions set out in the
Offer Document and in the Form of Acceptance, so as to be received as soon as
possible. For Anker Shares held in uncertificated form, an Electronic
Acceptance should be made in accordance with instructions set out in the Offer
Document so that the TTE Instruction settles as soon as possible.
Save as disclosed in this announcement, neither Torex Retail nor any persons
deemed to be acting in concert with it for the purposes of the Offer owned any
Anker Shares (or rights over such shares) on 29 June 2005 (being the last
dealing day prior to the commencement of the Offer period) nor has Torex Retail
nor any person deemed to be acting in concert with it for the purposes of the
Offer acquired or agreed to acquire any Anker Shares (or rights over such
shares) during the Offer period other than by way of acceptances of the Offer.
The Offer will remain open until further notice. At least 14 days' notice will
be given before the Offer is closed.
Terms defined in the formal offer document dated 22 July 2005 (the 'Offer
Document') shall, unless the context requires otherwise, have the same meanings
in this announcement.
Enquiries
Torex Retail Telephone: 01993 230 030
Richard Thompson / Nigel Horn
UBS Investment Bank Telephone: 020 7567 8000
Ben Robertson/Jackie Lee
This announcement is issued by UBS Investment Bank which is authorised and
regulated in the United Kingdom by the Financial Services Authority. UBS
Investment Bank is acting exclusively for Torex Retail and is acting for no one
else in connection with the Offer and will not be responsible to anyone other
than Torex Retail for providing the protections afforded to customers of UBS
Investment Bank nor for providing advice in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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