Offer Update

RNS Number : 0599U

Reckitt Benckiser Group PLC

07 October 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE
7 October 2010

Reckitt Benckiser Group plc

Recommended cash offer

for

SSL International plc ("SSL")

by

Reckitt Benckiser plc

(a wholly-owned subsidiary of Reckitt Benckiser Group plc ("Reckitt Benckiser"))

OFFER EXTENDED TO 29 OCTOBER 2010

Introduction

On 21 July 2010, the boards of directors of Reckitt Benckiser and SSL announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of SSL, to be made by Reckitt Benckiser plc, a wholly-owned subsidiary of Reckitt Benckiser.  The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by Reckitt Benckiser plc on 18 August 2010 (the "Offer Document").

Level of Acceptances

As at 1:00 p.m. (London time) on 7 October 2010 (being the second closing date of the Offer), Reckitt Benckiser plc had received valid acceptances from SSL Shareholders in respect of 133,650,537 SSL Shares representing approximately 62.65 per cent. of the existing issued share capital of SSL. These acceptances include acceptances received in respect of 383,722 SSL Shares (representing approximately 0.18 per cent. of the existing issued share capital of SSL) which were subject to irrevocable commitments procured by Reckitt Benckiser plc from all of the SSL Directors[1].

As at 1:00 p.m. (London time) on 7 October 2010, Reckitt Benckiser may count 133,650,537 SSL Shares (representing approximately 62.65 per cent. of the existing issued share capital of SSL) towards the satisfaction of the acceptance condition to the Offer (as set out in paragraph (A) of Part A of Appendix I of the Offer Document).

Extension of the Offer

The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended to, and will remain open for acceptance until, the next closing date, which will be 1:00 p.m. (London time) on 29 October 2010. 

Any further extensions of the Offer will be publicly announced by 8:00 a.m. (London time) on the business day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree.

Procedure for acceptance of the Offer

SSL Shareholders who have not yet accepted the Offer in respect of their SSL Shares are urged to do so as soon as possible and in any event by no later than 1:00 p.m. on 29 October 2010. 

If you hold your SSL Shares in certificated form (that is, not in CREST), to accept the Offer you must complete, sign and return the Form of Acceptance (together with your share certificate(s) and any other documents of title) as soon as possible and, in any event, so as to be received by no later than 1:00 p.m. (London time) on 29 October 2010 by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.  If you have any questions about completing your Form of Acceptance or require additional Forms of Acceptance, please contact Capita Registrars by telephoning 0871 664 0321 from within the UK or [phone] from outside the UK.[2]

If you hold your SSL Shares in uncertificated form (that is, in CREST), to accept the Offer you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 1:00 p.m. (London time) on 29 October 2010.  If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear in relation to your SSL Shares.

Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Slaughter and May at One Bunhill Row, London, EC1Y 8YY while the Offer remains open for acceptance. 

Interests in relevant securities

Save as disclosed below, neither the Offeror nor, so far as the Offeror is aware, any person acting in concert (within the meaning of the City Code) with the Offeror, (a) is interested in, or has any rights to subscribe for, any relevant securities of SSL, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of relevant securities of SSL, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (c) has borrowed or lent any relevant securities of SSL (save for any borrowed shares which have been either on-lent or sold).

As at close of business on 6 October 2010, being the latest practicable date prior to publication of this announcement, the following person acting in concert with the Offeror was interested, directly or indirectly, in the following SSL relevant securities:

Name	Number of SSL Shares and nature of interest
Frankfurt Trust Investment Gesellschaft mbH	11,000 (Long)

Publication on website

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the following websites by no later than 12 noon on 8 October 2010:

www.rb.com/investors-media
www.ssl-international.com

Copies of the Offer Document and the Form of Acceptance are also already available for inspection on the above websites. 

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

Enquiries:
Reckitt Benckiser	[phone]
Joanna Speed, Investor Relations Director (investor and analyst calls) Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls)
Deutsche Bank (Financial Adviser and Corporate Broker to Reckitt Benckiser)	[phone]
Nigel Meek, Omar Faruqui Nick Bowers, Mumtaz Naseem (Corporate Broking)
Brunswick (PR Adviser to Reckitt Benckiser)	[phone]
David Litterick, Teresa Bianchi

IMPORTANT NOTICES

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation in the United Kingdom by the Financial Services Authority.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request.  Deutsche Bank AG, London Branch is acting as financial adviser to Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in relation to any matter referred to herein.

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.  The Offer is being made solely by the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted and, in the case of certificated shares only, the Form of Acceptance.  Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Overseas Shareholders

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by the Offeror, the Offer is not being, and will not be, made, directly or indirectly, in or into of any Restricted Jurisdiction, and will not be capable of acceptance from within any Restricted Jurisdiction.  Accordingly, unless otherwise determined by the Offeror copies of this announcement, the Offer Document, the Form of Acceptance and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise forward, distribute or send any such documents in or into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.  Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement, the Offer Document, the Form of Acceptance and any related documents to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction, seek appropriate advice and read paragraph 13 of the letter from the Chairman of Reckitt Benckiser set out in Part II of the Offer Document and paragraph 7 of Part B of Appendix I to the Offer Document before doing so. 

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Notice to US holders of SSL Shares

The Offer is being made for securities of a UK company and SSL Shareholders in the United States should be aware that this announcement and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States.  SSL's and Reckitt Benckiser's financial statements, and all financial information that is included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer is being made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offeror or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) under the Exchange Act, Deutsche Bank will continue to act as exempt principal trader in SSL securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions.  Information regarding such purchases and any activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom. 

Reduction of the Acceptance Condition

The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by not later than 1:00 p.m. (London time) on 29 October 2010 (or such later time and/or date as Reckitt Benckiser may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. in nominal value of the SSL Shares to which the Offer relates, and of the voting rights attaching to those shares, or such lower percentage as Reckitt Benckiser may decide, provided that such condition will not be satisfied unless Reckitt Benckiser and/or any other members of the Reckitt Benckiser Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, SSL Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of SSL (the ''Acceptance Condition'').  Reckitt Benckiser reserves the right to reduce the percentage of SSL Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived, provided that such percentage shall not be reduced to below 50 per cent. of the voting rights then normally exercisable at general meetings of SSL.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Terms in quotation marks in this section (Dealing Disclosure Requirements) are defined in the City Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a ''dealing'' under Rule 8, you should consult the Panel.

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[1] The Offeror has outstanding irrevocable commitments from certain SSL Directors in respect of a further 1,339,704 yet to be issued SSL Shares to which such SSL Directors are entitled pursuant to options and awards under the SSL Share Schemes.  

[2] Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

 

END

 

 

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