Eckoh Technologies PLC
08 December 2003
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
For Immediate Release 8 December 2003
Recommended Offer by Evolution Beeson Gregory on behalf of
Eckoh Technologies plc for Intelliplus Group plc
Compulsory acquisition of Intelliplus Group plc Shares
The board of Eckoh Technologies plc ("Eckoh") announces that, as at 1.00 p.m. on
8 December 2003 valid acceptances of the Offer had been received in respect of
1,127,499,803 shares representing 93.82 per cent. of the existing issued share
capital of Intelliplus Group plc ("Intelliplus").
Accordingly, the board of Eckoh has today commenced the procedure for the
compulsory acquisition of all outstanding Intelliplus shares under the
provisions of sections 428 to 430F of the Companies Act 1985 (as amended) (the
"Act"). The statutory notices will be posted today to Intelliplus Shareholders
who have not yet validly accepted the Offer pursuant to section 429(4) of the
Act. The compulsory acquisition procedure, which is expected to be concluded on,
or shortly after, 18 January 2004, is as follows:
for every 58 Intelliplus Shares 3 New Eckoh shares
The shares held by non-assenting Intelliplus shareholders will be transferred to
Eckoh and the new Eckoh shares due to non-assenting Intelliplus shareholders
will be held on their behalf by Eckoh in trust. Thereafter, the shares to which
non-assenting Intelliplus Shareholders are entitled may be obtained by
application to Capita IRG Plc, accompanied by the share certificate(s) and/or
other document(s) of title in respect of such Intelliplus shares formerly held
by the non-assenting Intelliplus Shareholders.
The Offer will remain open for acceptance until the compulsory acquisition
process has completed. Eckoh urges Intelliplus shareholders who have not yet
accepted the Offer to complete and return their Forms of Acceptance, in
accordance with the instructions printed thereon, whether or not their
Intelliplus shares are in CREST, as soon as possible.
For further enquiries, please contact:
Eckoh Technologies plc
Martin Turner, Chief Executive Officer Tel: 08701 100 700
Nik Philpot, Chief Operating Officer
Brian McArthur Muscroft, Group Finance Director
Buchanan Communications Tel: 020 7466 5000
Mark Edwards/Jeremy Garcia
Evolution Beeson Gregory Tel: 020 7071 4300
Michael Brennan/Matt Wood
Terms defined in the Offer Document dated 9 August 2003, have the same meaning
in this press release unless the context otherwise requires.
Evolution Beeson Gregory, which is regulated in the UK by the Financial Services
Authority, is acting for Eckoh and no-one else in connection with the Offer.
Evolution Beeson Gregory is not acting for, and will not be responsible to
anyone other than Eckoh for providing the protections afforded to customers of
Evolution Beeson Gregory or for providing advice in relation to the Offer or in
relation to the contents of the Offer Document or any transaction or arrangement
referred to herein.
The Offer referred to in this announcement has not been made, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction as to do so would constitute a violation of the relevant laws
of such jurisdiction and the Offer cannot be accepted from or within the United
States, Canada, Australia or Japan or any other such jurisdiction.
8 December 2003
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