Offer Unconditional
Volvere PLC
02 November 2006
Volvere plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
2 November 2006
Recommended Offer
for
NMT Group PLC ('NMT')
by
Volvere plc ('Volvere')
Offer unconditional in all respects
Further to the announcement made on 14 September 2006 by Volvere of its offer to
acquire the entire issued and to be issued ordinary share capital of NMT not
already owned by Volvere (the 'Offer') and the posting of the Offer Document on
12 October 2006, Volvere announces that subject to admission of the New Volvere
Shares to trading on AIM becoming effective, all conditions relating to the
Offer have been satisfied or waived and accordingly the Offer has been declared
unconditional in all respects.
The Offer will remain open for acceptance until further notice.
Level of acceptances
As at 1.00 p.m. (London time) on 2 November 2006, valid acceptances had been
received in respect of 4,166,460 NMT Shares, representing approximately 47.8 per
cent. of NMT's issued ordinary share capital.
This total includes acceptances in respect of 1,760,343 NMT Shares in respect of
which Volvere had received irrevocable undertakings to accept the Offer,
representing approximately 20.2 per cent. of the issued ordinary share capital
of NMT.
Prior to announcement of the Offer Volvere held 2,604,683 NMT Shares
representing approximately 29.9 per cent. of the issued ordinary share capital
of NMT.
Accordingly, as at 1.00pm (London time) on 2 November 2006, Volvere either owns
or has received acceptances of the Offer in respect of a total of 6,711,143 NMT
Shares, representing approximately 77.7 per cent. of the issued ordinary share
capital of NMT.
In accordance with the conditions of the Offer, Volvere has waived the
requirement to receive acceptances in respect of not less than 90 per cent. of
the NMT Shares to which the Offer relates and has decided to declare the Offer
unconditional as to acceptances having received acceptances in respect of NMT
Shares carrying, when aggregated with the NMT Shares already owned by Volvere,
more than 50 per cent. of the voting rights exercisable at a general meeting of
NMT.
Further acceptances
For NMT Shares held in certificated form, Forms of Acceptance not yet returned
should be completed and returned in accordance with the instructions set out in
the Offer Document and on the Form of Acceptance so as to be received as soon as
possible.
For NMT Shares held in uncertificated form, Electronic Acceptances should be
made in accordance with the instructions set out the Offer Document so that
settlement occurs as soon as possible.
Any NMT Shareholder requiring additional Forms of Acceptance, should contact
Capita Registrars on 0870 162 3121 or, if calling from outside the UK, +44 (0)
20 8639 2157 (during normal business hours only).
Settlement
Settlement of the consideration to which any NMT Shareholder is entitled under
the Offer in respect of valid acceptances received by no later than 1.00 pm on 2
November 2006 will be dispatched (or in respect of NMT Shares held in
uncertificated form, credited through CREST) on or before 16 November 2006.
Settlement of the consideration in respect of valid acceptances received after
1.00 p.m. on 2 November 2006 will be dispatched (or in respect of NMT Shares
held in uncertificated form, credited through CREST) within 14 days of receipt
of such acceptances.
Cancellation of NMT's AIM admission and compulsory acquisition
If sufficient acceptances are received, Volvere intends to apply the provisions
of sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire
compulsorily any remaining NMT Shares to which the Offer relates.
Volvere intends to procure that NMT applies to the London Stock Exchange for the
cancellation of the admission of NMT Shares to trading on AIM. It is
anticipated that cancellation of admission of the NMT Shares to trading on AIM
will take effect no earlier than 1 December 2006.
The cancellation of the admission to trading of NMT Shares on AIM will
significantly reduce the liquidity and marketability of any NMT Shares which are
not acquired under the Offer and their value may be materially and adversely
affected as a consequence.
Expected Admission to AIM of New Volvere Shares
Application has been made to the London Stock Exchange for up to 2,035,545 New
Volvere Shares to be admitted to AIM. It is expected that admission of the New
Volvere Shares will become effective and that dealings will commence at 8.00
a.m. on 3 November 2006, in respect of the 1,388,168 New Volvere Shares which
have been allotted to NMT Shareholders from whom valid acceptances had been
received by 1.00 p.m. on 2 November 2006.
This announcement should be read in conjunction with the Offer Document dated 12
October 2006. Terms used in this announcement shall have the meaning given to
them in the Offer Document.
Enquiries:
Dawnay, Day Corporate Finance Limited (Financial Adviser to Volvere)
Sandy Jamieson
+44 (0) 207 509 4570
Alex Stanbury
+44 (0) 207 509 4570
Dawnay, Day Corporate Finance Limited ('Dawnay Day'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority is acting
exclusively as financial adviser to Volvere in connection with the Offer and no
one else and will not be responsible to anyone other than Volvere for providing
the protections afforded to clients of Dawnay Day nor for providing advice in
relation to the Offer or any matter referred to herein.
The Volvere Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Volvere
Directors (having 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.
This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has
been made solely through the Offer Document and the Form of Acceptance, which
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information contained in the Offer
Document and the Form of Acceptance.
The New Volvere Shares have not been, nor will they be, registered under the US
Securities Act or any of the relevant securities laws of any state of the United
States or of Canada, Australia, South Africa or Japan. Accordingly the New
Volvere Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Canada Australia South Africa or Japan or for the
account or benefit of any person located in the United States, Canada,
Australia, South Africa or Japan or any US Person.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons not resident in the United Kingdom. In particular, the Offer is not
being made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange of, the United States, Canada, Australia, South
Africa or Japan and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities from or within the Unites States, Canada,
Australia, South Africa or Japan.. Accordingly, copies of this announcement and
any offer documents are not being, and must not be, in whole or in part, mailed
or otherwise forwarded, distributed or sent in, into or from, the United States,
Canada, Australia, South Africa or Japan or other such jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements.
This information is provided by RNS
The company news service from the London Stock Exchange