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Kelsey Industries. (KLSY)

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Tuesday 08 February, 2000

Kelsey Industries.

Recommended Cash Offer by Henkel Loctite

Kelsey Industries PLC
8 February 2000

Not  for  release, publication or distribution in or into  the
United States, Canada, Australia or Japan.

                   RECOMMENDED CASH OFFER BY

              Henkel Loctite Investments Limited
                 a wholly-owned subsidiary of
                               
                          HENKEL KGaA
                              for
                     KELSEY INDUSTRIES PLC
  Announcement of Ordinary Offer Declared Unconditional as to
              Acceptances and Extension of Offers

The  Boards of Henkel Loctite Investments Limited ('HLI')  and
Henkel  KGaA  ('Henkel')  announce that  by  3.00  p.m.  on  7
February  2000,  valid acceptances of the Ordinary  Offer  had
been   received  in  respect  of  2,768,353  Ordinary  Shares,
representing approximately 94.86 per cent. of Kelsey's  issued
ordinary   share  capital,  and  valid  acceptances   of   the
Preference  Offer  had  been received in  respect  of  741,224
Preference Shares, representing approximately 48.26 per  cent.
of Kelsey's issued preference share capital.

Immediately  prior to the announcement of  the  Offers  on  22
December 1999, the directors of Kelsey who own Ordinary Shares
irrevocably undertook, together with their immediate  families
and  related trusts, to accept (or procure the acceptance  of)
the  Ordinary Offer in respect of their holdings amounting  to
1,750,386 Ordinary Shares, representing approximately  60  per
cent.  of Kelsey's issued ordinary share capital. HLI has  now
received  acceptances  in respect of  all  of  these  Ordinary
Shares,  of  which one, totalling 17,077 shares, is  currently
invalid for technical reasons and has not been included in the
level of acceptances referred to above.

The  Boards of HLI and Henkel are therefore pleased to declare
the  Ordinary  Offer unconditional as to acceptances,  and  to
extend the Ordinary Offer and the Preference Offer as set  out
in  the  Offer Document dated 17 January 2000 to 3.00 p.m.  on
Monday, 21 February 2000. HLI intends to procure the making of
an application by Kelsey on the Business Day prior to the date
HLI intends to declare the Ordinary Offer unconditional in all
respects  for  the  cancellation of the  listing  of  Kelsey's
Ordinary  Shares  and Preference Shares on  the  London  Stock
Exchange.  It is anticipated that such cancellation will  take
effect on the day the Ordinary Offer is declared unconditional
in  all  respects, such date being no earlier than 20 Business
Days  after  22  December  1999, the date  of  circulation  to
shareholders of the announcement of the Offers.

Save as disclosed above, neither HLI, nor any person acting in
concert  with  HLI,  held any Ordinary  Shares  or  Preference
Shares  (or rights over such shares) immediately prior to  the
commencement  of  the offer period on 15  November  1999  (the
'Offer Period') nor has any such person since the commencement
of  the  Offer  Period, acquired, or agreed  to  acquire,  any
Ordinary  Shares  or Preference Shares (or  rights  over  such
shares).

Terms defined in the Offer Document dated 17 January 2000 have
the same meanings when used herein unless the context requires
otherwise.

Enquiries:

Henkel KGaA
Jakob   Lux,   Vice  President  in  Corporate   Communications
+ 49 211 797 3533
Magdalena Moll, Investor Relations                       
+  49 211 797 3937

J.P. Morgan
+ 44 207 325 4169
Nikolai Ahrens, Vice President
Patrick Magee, Vice President

J.P. Morgan, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, is acting for Henkel
KGaA and Henkel Loctite Investments Limited and for no one
else in connection with the Offers and will not be responsible
to anyone other than Henkel KGaA and Henkel Loctite
Investments Limited for providing the protections afforded to
customers of J.P. Morgan nor for providing advice in relation
to the Offers.

                                                     

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