Recommended Offer for Anker

Torex Retail PLC 24 August 2005 Torex Retail Plc 24 August 2005 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN TOREX RETAIL PLC ___________________________________________________________________________ RECOMMENDED OFFER FOR ANKER PLC Offer Wholly Unconditional and Compulsory Acquisition of Outstanding Anker Shares The Board of Torex Retail Plc ('Torex Retail') announces that the offer (the 'Offer') made by UBS Investment Bank on behalf of Torex Retail for Anker Plc ('Anker') has today become wholly unconditional. As at 3.00 p.m. on 23 August 2005, Anker had received valid acceptances of the offer in respect of a total of 41,177,970 Anker Shares, representing approximately 99.02 per cent. of the existing issued share capital of Anker. As at 3.00 p.m. on 23 August 2005, valid acceptance of the Offer in relation to 8,292,325 Anker Shares, representing 19.94 per cent. of the existing issued ordinary share capital of Anker, had been received electing for the basic terms of the Offer, valid acceptances of the Offer in relation 26,192,409 Anker Shares, representing approximately 62.99 per cent. of the existing issued ordinary share capital of Anker, had been received electing for additional cash under the Mix and Match Facility and valid acceptances of the Offer in relation 6,693,236 Anker Shares, representing approximately 16.10 per cent. of the existing issued ordinary share capital of Anker, had been received electing for additional New Torex Retail Shares under the Mix and Match Facility. Prior to the posting of the Offer Document on 22 July 2005, Torex Retail had received irrevocable undertakings or letters of intent from the Anker Directors and certain other Anker Shareholders to accept or procure the acceptance of the Offer in respect of, in aggregate, 31,347,988 Anker Shares, representing approximately 75.4 per cent. of the existing issued ordinary share capital of Anker. Included in the valid acceptances of the Offer set out above are acceptances in respect of 31,347,988 Anker Shares, representing approximately 75.4 per cent. of the existing issued ordinary share capital of Anker, received pursuant to such irrevocable undertakings and letters of intent. Neither Torex Retail nor any persons deemed to be acting in concert with it for the purposes of the Offer owned any Anker Shares (or rights over such shares) on 29 June 2005 (being the last dealing day prior to the commencement of the Offer period) nor has Torex Retail nor any person deemed to be acting in concert with it for the purposes of the Offer acquired or agreed to acquire any Anker Shares (or rights over such shares) during the Offer period other than by way of acceptances of the Offer. Compulsory Acquisition and cancellation of listing As described in the Offer Document, as and when Torex Retail receives acceptances under the Offer in respect of, and/or otherwise acquired 90 per cent. or more of the Anker Shares to which the Offer related, Torex Retail intends to exercise its rights pursuant to the provisions of sections 428 to 430F of the Companies Act 1985 to acquire compulsorily Anker Shares in respect of which acceptances have not been received. Accordingly, Torex Retail is today issuing notices under s.429 of the Companies Act 1985 to Anker Shareholders who have not yet accepted the Offer that it now intends to exercise its rights to acquire compulsorily all of those Anker Shares still outstanding at the expiry of the requisite notice period. In the meantime, the Offer remains open for acceptance until further notice, although the Mix and Match Facility is now closed. Notice has also been sent to the Board of Anker requesting that the Anker Directors make an application to AIM for cancellation of the admission to trading of Anker Shares on AIM. It is expected that such cancellation will become effective after 20 clear business days following this announcement on the 20 September 2005. For Anker Shares held in certificated form, Forms of Acceptance should be completed, signed and returned in accordance with instructions set out in the Offer Document and in the Form of Acceptance, so as to be received as soon as possible. For Anker Shares held in uncertificated form, an Electronic Acceptance should be made in accordance with instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible. Settlement of consideration Settlement of consideration to which any Anker Shareholder is entitled will be effected: (i) in the case of acceptances received (complete in all respects) by 23 August 2005 within 7 days of this date; or (ii) in the case of acceptances received (complete in all respects) after 23 August 2005 but while the Offer remains open, within 7 days of such receipt. Terms defined in the offer document dated 22 July 2005 (the 'Offer Document') shall, unless the context requires otherwise, have the same meanings in this announcement. Enquiries Torex Retail Plc Telephone: 01295 753313 Richard Thompson / Nigel Horn UBS Investment Bank Telephone: 0207 567 8000 Ben Robertson / Jackie Lee This information is provided by RNS The company news service from the London Stock Exchange
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