Offer Update
Anglo American PLC
29 September 2004
News Release
29 September 2004
ANGLO AMERICAN PLC - LEVEL OF ACCEPTANCES OF THE RECOMMENDED CASH OFFER FOR
JOHNSTON GROUP PLC - OFFERS EXTENDED
Anglo American plc ("Anglo American") announces that by 3.00pm (London time) on
28 September 2004, it has received valid acceptances of the offer for the entire
issued and to be issued ordinary share capital of Johnston Group PLC ("Johnston
") not already owned by Anglo American or its subsidiaries (the "Ordinary Offer
") from the holders of 3,138,859 Johnston Ordinary Shares (representing
approximately 29.0 per cent. of the existing issued ordinary share capital of
Johnston).
Immediately prior to the commencement of the Offer Period, Anglo American held
2,696,438 Johnston Ordinary Shares, representing approximately 24.9 per cent. of
the issued share capital of Johnston.
As set out in the offer document dated 7 September 2004 (the "Offer Document"),
Anglo American has received irrevocable undertakings to accept, or cause
acceptance of, the Ordinary Offer from the Johnston Family Shareholders in
respect of 5,427,147 Johnston Ordinary Shares representing approximately 50.1
per cent. of the existing issued ordinary share capital of Johnston. The terms
of the irrevocable undertakings provide that acceptances only need to be
provided by 19 October 2004, provided that before such time the Ordinary Offer
is wholly unconditional (other than as to acceptances). Anglo American is
continuing to seek OFT and other appropriate regulatory clearances for the
transaction. Certain of the Johnston Family Shareholders have, notwithstanding
the terms of the irrevocable undertakings, already accepted the offer in respect
of 1,084,687 Johnston Ordinary Shares.
Accordingly, Anglo American now owns or has received acceptances in respect of,
or has irrevocable undertakings to accept the Ordinary Offer in respect of,
10,177,757 Johnston Ordinary Shares representing approximately 94.0 per cent. of
the existing issued ordinary share capital of Johnston.
As of 28 September 2004, Anglo American had received valid acceptances in
respect of the Preference Share Offer from the holders of 893,514 Johnston
Preference Shares (representing approximately 89.4 per cent. of the existing
issued preference share capital of Johnston).
The Offers, including the Loan Note Alternative, have been extended and the next
closing date for the Offers will be 3.00pm on 19 October 2004.
Save as disclosed in the Offer Document, neither Anglo American nor any person
acting or deemed to be acting in concert with it owned any Johnston Shares (or
rights over such shares) nor since that date (other than as disclosed above) has
Anglo American or any person acting in concert with it acquired or agreed to
acquire any Johnston Shares (or rights over such shares).
Terms defined in the Offer Document relating to the Offers bear the same
meanings when used in this announcement.
Enquiries:
Anglo American plc 020 7698 8888
Robbie Robertson
Cazenove & Co. Ltd 020 7588 2828
Nick Wiles
Patrick Magee
Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for the Anglo American Group and no one else in
connection with the Offers and will not be responsible to anyone other than the
Anglo American Group for providing the protections afforded to its customers or
for providing advice in relation to the Offers or in relation to the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
This announcement and the Offers (including the Loan Note Alternative) referred
to in this announcement are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any facilities of, a
national, state or other securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offers cannot be
accepted by any such use, means or instrumentality or otherwise from or within
the United States, Canada, Australia or Japan or any other such jurisdiction.
Accordingly, this announcement, the Offer Document and the Form of Acceptance or
any accompanying document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia or Japan or any such other jurisdiction.
The Loan Notes which may be issued pursuant to the Ordinary Offer have not been,
nor will they be, registered under the Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the Loan Notes have not been, nor will they be, registered under,
or offered in compliance with, applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,
the Loan Notes may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold, or delivered, directly or indirectly, in,
into or from the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of,
or require registration thereof in, such jurisdiction or to, or for the account
or benefit of, any United States, Canadian, Australian or Japanese person.
The Loan Notes which may be issued pursuant to the Ordinary Offer have not been,
nor will they be, registered under, or offered in compliance with, applicable
securities laws of Ireland and the Offer Document will not be a prospectus
within the meaning of or for the purposes of the Companies Act 1963 to 2001 (as
amended) or the European Communities (Transferable Securities and Stock
Exchange) Regulations 1992 (as amended) of Ireland. Accordingly the Loan Note
Alternative referred to in this announcement will not be made, directly or
indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of foreign commerce of, or by any facilities of, a national or
other securities exchange of, Ireland, and the Loan Notes may not (unless an
exemption under relevant securities laws is applicable) be offered, sold,
resold, or delivered, directly or indirectly, in, into or from Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange