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Oliver Group PLC (OVRF)


Friday 10 November, 2000

Oliver Group PLC

Offer Update

Oliver Group PLC
10 November 2000


The following letter from the Chairman of Oliver is being posted to
shareholders this weekend.

'11 November 2000

Dear Shareholder

Recommended cash offer from Benson Shoe for Oliver

On 26 October 2000, Benson Shoe's offer document was posted to you. This set
out the details of Benson Shoe's offer of 12p in cash for each of your Oliver
shares. This offer was recommended by the Board.

In the document, I explained that the Board had decided that Oliver's
continuing losses were unacceptable and that, as a consequence, Oliver should
pursue one of two options: to merge with, acquire or be taken over by a
company with similar or complementary interests in footwear retailing; or if
necessary, to withdraw from footwear retailing completely. It was explained to
you that the only negotiations the board had pursued that were fruitful were
those with Benson Shoe. These negotiations resulted in the Offer which the
Board continues to believe is the best corporate solution for Oliver.

You were also informed that irrevocable undertakings to accept Benson Shoe's
offer had been received in respect of 30,665,013 ordinary shares, representing
approximately 60.7 per cent of Oliver's existing share capital. I now have to
inform you that, since 10 days have elapsed since the despatch of Benson
Shoe's offer document, and there has been no competing offer for Oliver,
undertakings in respect of 26,678,778 of these shares, representing
approximately 52.8% of Oliver's existing share capital have become binding in
all respects. As a result, including these binding commitments with other
valid acceptances already received and its own shareholding in Oliver, Benson
Shoe now effectively has acceptances in respect of 32,054,268 shares in
Oliver, representing approximately 63.4 per cent of the existing issued share
capital. In addition it has received other (as yet non-binding) irrevocable
undertakings to accept in respect of a further 2,155,412 shares, approximately
4.3 per cent of the existing issued share capital.

Benson Shoe has the option to declare its offer unconditional in all respects
(which would ensure that all Oliver shareholders who had accepted Benson
Shoe's offer received the cash consideration in respect of their shares), only
if it receives valid acceptances in respect of 90% or more of Oliver's
ordinary share capital. If Benson Shoe were not to receive such a level of
acceptances, it could allow the Offer to lapse and no shareholder would, in
such circumstances, receive any consideration from Benson Shoe whatsoever.

Against this background, the Board believes that it is in the best interests
of all Oliver Shareholders that the Offer proceeds to completion, and it
therefore repeats its recommendation that you accept the Offer. If you have
not already done so, your Form of Acceptance should be returned as soon as
possible and, in any event, so as to be received by post or by hand to
Computershare Services PLC, PO Box 859, The Pavilions, Bridgwater Road,
Bristol BS99 1XZ, or by hand, only during normal business hours, to
Computershare Services PLC, 7th Floor, Jupiter House, Triton Court, 14
Finsbury Square, London EC2A 1BR by no later than 3.00 p.m. on 16 November

Yours faithfully,

D.E. Rogers



        1.     As at the close of business on 9 November 2000, Benson Shoe:
        (i) had received acceptances valid in all respects for 17,277,964
        Oliver Shares, representing approximately 34.2 per cent. of Oliver's
        issued share capital; (ii) had received irrevocable undertakings to
        accept the offer, for which acceptances valid in all respects had not
        yet been received, in respect of 16,306,716 Oliver Shares,
        representing approximately 32.3% of Oliver's issued share capital;
        (iii) had purchased, since the start of the Offer Period and following
        the date on which the Offer Document was posted, 600,000 Oliver Shares
        representing approximately 1.2% of Oliver's issued share capital; and
        (iv) already owned, prior to the start of the Offer Period, 25,000
        Oliver Shares representing approximately 0.05% of Oliver's issued
        share capital. Therefore, Benson Shoe had received valid acceptances
        for, irrevocable undertakings for which valid acceptances had not yet
        been received over, or owned shares representing approximately 67.7%
        of Oliver's existing share capital

        2.     If the Offer becomes or is declared unconditional, it will
        remain open for acceptance for not less than 14 days from the date on
        which it would otherwise have expired. If the Offer has become
        unconditional and it is stated that the Offer will remain open until
        further notice, then not less than 14 days written notice will be
        given prior to the closing of the offer to those Oliver Shareholders
        who have not accepted the Offer prior to the closing of the Offer.

        3.     The Oliver Directors, whose names are set out in paragraph 2(b)
        of Appendix IV of the Offer Document posted to Oliver Shareholders on
        26 October 2000, accept responsibility for the information contained
        in this document. To the best of the knowledge and belief of the
        Oliver Directors (who have taken all reasonable care to ensure that
        such is the case), the information contained in this document is in
        accordance with the facts and does not omit anything likely to affect
        the import of such information.

        4.     Brewin Dolphin, which is a member of the London Stock Exchange
        and regulated in the UK by the Securities and Futures Authority
        Limited, has approved this document for the purposes of Section 57 of
        the Financial Services Act, 1986.

        5.     Defined terms contained in this document are the same as in the
        Offer Document.'

For further information, please contact:
Benson Shoe Limited                    The Oliver Group plc

Michael Smith                          Doug Rogers/Paul Ryan

Tel: 0116 248 8832                     Tel: 0116 222 3000

PricewaterhouseCoopers Corporate       Brewin Dolphin Securities Limited
                                       Frank Malcolm
Colin Gillespie
                                       Tel: 0131 529 0311 or 0131 336 4858
Tel: 0161 245 2224                     (home)

Richard Pulford                        Citigate Dewe Rogerson

Tel: 0161 245 2520                     Fiona Tooley

                                       Tel: 0121 631 2299 or 07785 703523


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