JPSE Limited
30 June 2005
For immediate release
30 June 2005
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
JPSE Limited (formerly known as Jenners, Princes Street, Edinburgh Limited)
recommended cash offers by Moorfoot Capital Management Limited declared
unconditional in all respects
On 9 June 2005, the board of directors of JPSE Limited ("JPSE") announced that
Moorfoot Capital Management Limited ("Moorfoot") had made recommended cash
offers to acquire, in aggregate, the entire issued share capital of JPSE.
Moorfoot is pleased to announce that all of the conditions of each of the Offers
have now been satisfied and that each of the Offers has been declared
unconditional in all respects.
• As at 3.00 p.m. on 29 June 2005, valid acceptances had been received in
respect of a total of:
(i) 839,586 Ordinary Shares, representing 100 per cent. of the issued
Ordinary Shares to which the Ordinary Offer relates;
(ii) 414 Joker Shares, representing 100 per cent. of the issued Joker
Shares to which the Joker Offer relates; and
(iii)1,404,400 Preference Shares, representing 98.73 per cent. of the
issued Preference Shares to which the Preference Offer relates.
• The Preference Offer has been extended until further notice. Not less than
14 days' notice in writing will be given prior to the closing of the
Preference Offer to those Preference Shareholders who have not accepted the
Preference Offer.
• As stated in the Offer Document, it is Moorfoot's intention to procure that
JPSE applies to the UK Listing Authority for the cancellation of the
listing of the Preference Shares on the Official List and to the London
Stock Exchange for the cancellation of the admission to trading of the
Preference Shares on its market for listed securities. It is intended that
such cancellations will take effect no earlier than 28 July 2005, which is
the date falling 20 business days from the date of this announcement.
• Shareholders who have not yet accepted the Preference Offer and who wish to
do so are (bearing in mind the risks connected with the retention of
Preference Shares following the Preference Offer becoming or being declared
unconditional) strongly encouraged to complete and return the Form of
Acceptance as soon as possible to Dickson Minto WS at 16 Charlotte Square,
Edinburgh EH2 4DF.
• On 9 June 2005, it was announced that Moorfoot had received irrevocable
undertakings to accept the Offers in respect of 161,060 Preference Shares,
166 Joker Shares and 205,223 Ordinary Shares in aggregate, representing
11.3 per cent. of the current issued Preference Shares, 40.1 per cent. of
the current issued Joker Shares and 24.4 per cent. of the current issued
Ordinary Shares. As at 3.00 p.m. on 29 June 2005, valid acceptances have
been received in respect of all of the Shares subject to these irrevocable
undertakings, including valid acceptances from Robbie P Douglas Miller in
respect of his entire beneficial holding of 51,997 Ordinary Shares, 53
Joker Shares and 1,700 Preference Shares, representing approximately 6.19
per cent. of the current issued Ordinary Shares, 12.8 per cent. of the
current issued Joker Shares and 0.12 per cent. of the current issued
Preference Shares.
Definitions used in the announcement issued by JPSE dated 9 June 2005 have the
same meaning in this announcement, unless the context requires otherwise.
Enquiries:
Robbie Douglas Miller, Moorfoot Capital Management Limited (01875 320323)
Colin MacNeill/Keith Dinsmore, Dickson Minto WS (0131 225 4455)
Dickson Minto WS, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Moorfoot and for no one else in
relation to the Offers. Dickson Minto WS will not be responsible for any other
person for providing the protections afforded to clients of Dickson Minto WS nor
for advising any other person in relation to the contents of this announcement.
END
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