Acquisition Update
Benchmark Group PLC
30 April 2004
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan
RECOMMENDED ACQUISITION OF BENCHMARK GROUP PLC BY GE REAL ESTATE
ACQUISITION UPDATE
Further to the announcement made on 6 April 2004 (the 'Announcement') of the
recommended acquisition of Benchmark by way of a scheme of arrangement (the '
Scheme'), GE Real Estate and Benchmark announce that the CULS Offer has been
increased from 103 pence to 105 pence in cash per £1 nominal amount of CULS.
An additional irrevocable undertaking has been received in respect of £6,601,559
nominal amount of CULS (representing approximately 13.2 per cent. of the
outstanding CULS) to vote in favour of the Scheme, bringing the total amount in
respect of which there are undertakings to vote in favour of the Scheme in
respect of the CULS Offer to £33,020,875 nominal amount of CULS (representing
approximately 66.1 per cent. of the outstanding CULS).
The undertakings referred to above will all lapse if an offer for the Shares has
been formally announced in accordance with the provisions of Rule 2.5 of the
City Code by a third party at or in excess of a price of 308 pence per Share
prior to the Court Meetings and the Benchmark EGM to be held in connection with
the Scheme. In addition, the new undertaking will lapse if an offer has been
formally announced by a third party for the CULS in accordance with the
provisions of Rule 2.5 of the City Code in excess of 105 pence per £1 nominal
amount of CULS, at the same time as any offer by such third party for the
Shares.
Subject to Court approval, it is expected that the Scheme Document will be
posted to Benchmark Shareholders and Benchmark CULS Holders today or early next
week.
Save as disclosed above, the Scheme and the Acquisition will be subject to the
Conditions and on the same terms as set out in the Announcement. Terms used in
this announcement shall have the same meanings given to them in Part 3 of the
Announcement.
Press Enquiries
Morgan Stanley Tel: +44 20 7425 5000
(Financial adviser to GE Real Estate)
Mark Warham
Jonathan Lane
Financial Dynamics Tel: +44 20 7831 3113
(Public relations adviser to GE Real Estate)
Stephanie Highett
Dido Laurimore
Benchmark Tel: +44 20 7659 0500
K.C. Wong (Independent Director)
Nigel Kempner (Chief Executive)
HSBC Tel: +44 20 7991 8888
(Financial adviser to Benchmark)
Charles Packshaw
Charles Ashton
(Corporate broker to Benchmark)
Heraclis Economides
Tavistock Communications Limited Tel: +44 20 7920 3150
(Public relations adviser to Benchmark)
Jeremy Carey
Molly Dover
Morgan Stanley & Co. Limited is acting exclusively for GE PCI and GE Capital and
no one else in connection with the Acquisition and will not be responsible to
anyone other than GE PCI and GE Capital for providing the protections afforded
to clients of Morgan Stanley & Co. Limited nor for providing advice in
connection with the Acquisition.
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Benchmark and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Benchmark for providing the protections afforded to clients of HSBC Bank plc nor
for providing advice in connection with the Acquisition.
The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdiction into which this Announcement is released, published or distributed
should inform themselves about, and observe such restrictions. This document is
not for release, distribution or publication in or into or from the United
States, Canada, Australia or Japan. Accordingly, copies of this Announcement
are not being, and must not be mailed, or otherwise distributed, or sent in or
into or from, the United States, Canada, Australia or Japan.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Benchmark, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Benchmark is generally required under the provisions of Rule 8 of the City Code
to notify a Regulatory Information Service as specified in the Listing Rules and
the Panel by no later than 12.00 noon (London time) on the business day
following the date of the transaction of every dealing in such securities during
the period to the date on which the Scheme becomes effective. Dealings by GE
PCI, GE Capital or Benchmark (or by their respective 'associates', within the
definition set out in the City Code) in any class of securities of Benchmark
until the end of such period must also be disclosed (save where omission of such
associates from this requirement has been approved by the Panel). Please
consult your financial adviser immediately if you believe this Rule may be
applicable to you.
This information is provided by RNS
The company news service from the London Stock Exchange