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Monday 09 October, 2006

Osprey Acquisitions

Offer Update

Osprey Acquisitions Limited
09 October 2006


REVISED OFFER FOR AWG PLC

Not for release, publication or distribution, in whole or in part, in or into
Canada, or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction

                                                                  9 October 2006

                                 Revised Offer

                                       by

                     Osprey Acquisitions Limited ('Osprey')

                                      for

                                AWG Plc ('AWG')


This morning, Osprey has acquired 13,723,744 AWG Shares representing
approximately 9.64 per cent. of the existing issued share capital of AWG at a
price of 1578 pence per share.  Therefore, as at the time of this announcement,
Osprey owns 30,053,446 AWG Shares representing approximately 21.11 per cent. of
the existing issued share capital of AWG.

In addition, Canada Pension Plan Investment Board, a party who may be deemed by
the Panel to be Acting in Concert with Osprey for the purposes of the Revised
Offer, holds 1,421,573 AWG Shares (which will be transferred to Osprey at their
acquisition price plus carry cost within 14 days), making the total number of
AWG Shares held by Osprey and parties which may be presumed to be acting in
concert with it, 31,475,019 (22.11 per cent. of the existing issued share
capital of AWG).

Accordingly, the board of directors of Osprey announces a revised offer (the 
'Revised Offer') for the entire issued and to be issued share capital of AWG by
Osprey. Details of the original offer, which was recommended by the board of
directors of AWG, were set out in the announcement of Osprey and AWG dated 2
October 2006 (the 'Original Announcement').

Terms used but not defined in this announcement shall have the meanings given to
them in the Original Announcement.

1.                  The Revised Offer

The Revised Offer, which will be subject to the conditions and further terms set
out in the Original Announcement and to be set out in the Offer Document, will
be made on the following basis:

for each AWG Share                                            1578 pence in cash

The Revised Offer values AWG's entire issued share capital at approximately
£2,246 million.

The Revised Offer Price represents:

                          (i)                an increase of 23 pence per share
on the original Offer Price set out in the Original Announcement of 1555 pence
per AWG share;

                        (ii)                a premium of 15.9 per cent. to AWG's
share price of 1362 pence at the close of business on 13 September 2006, the
last Business Day before AWG announced it had received an approach that may or
may not lead to an offer;

                       (iii)                a premium of 41.7 per cent. to AWG's
average share price of 1113 pence for the 12 months ending 13 September 2006,
the last Business Day before AWG announced it had received an approach that may
or may not lead to an offer; and

                      (iv)                a premium of 2.1 per cent. to AWG's
share price of 1545 pence at the close of business on 29 September 2006, the
last Business Day before the Original Announcement.

AWG Shareholders who validly accept the Revised Offer (other than certain
overseas shareholders) will be able to elect to receive Loan Notes to be issued
by Osprey, as set out in the Original Announcement.

2.                  Financing of the Revised Offer

The cash consideration payable by Osprey under the terms of the Revised Offer
will be funded using a mixture of equity and debt funding.

Approximately £1,550 million of funding will be provided to Osprey through
subscription by the Consortium for shares and/or loan notes issued by holding
companies of Osprey and on-lent to or applied in subscription in cash for
ordinary shares issued by Osprey. This funding will be provided by the members
of the Consortium on approximately the following basis: CPPIB and CFSGAM each as
to 32.3 per cent.; IFM as to 19.4 per cent.; and 3i as to 16.1 per cent.

The balance of the consideration due under the Revised Offer will be made
available by way of a credit agreement entered into on 1 October 2006 between
amongst others, Osprey and Deutsche Bank AG, London Branch as mandated lead
arranger and as facility agent.  The credit agreement provides for committed
funds which will be used, among other things, to finance the Revised Offer and
to provide ongoing working capital for the Wider AWG Group.

Each of Lexicon Partners and Deutsche Bank, in its capacity as joint financial
adviser to Osprey, confirm that they are satisfied that resources are available
to Osprey to satisfy full acceptance of the Revised Offer.

3.                  Disclosure of interests in AWG Relevant Securities

This morning, Osprey has acquired 13,723,744 AWG Shares representing
approximately 9.64 per cent. of the existing issued share capital of AWG at a
price of 1578 pence per share.  Therefore, as at the time of this announcement,
Osprey owns 30,053,446 AWG Shares representing approximately 21.11 per cent. of
the existing issued share capital of AWG.

In addition, Canada Pension Plan Investment Board, a party who may be deemed by
the Panel to be Acting in Concert with Osprey for the purposes of the Revised
Offer, holds 1,421,573 AWG Shares (which will be transferred to Osprey at their
acquisition price plus carry cost within 14 days), making the total number of
AWG Shares held by Osprey and parties which may be presumed to be acting in
concert with it, 31,475,019 (22.11 per cent. of the existing issued share
capital of AWG).

4.                  Non-solicitation, matching right and inducement fee

The Inducement Fee Agreement entered into by AWG with Osprey as set out in the
Original Announcement, under which AWG has given various undertakings to Osprey
relating to, amongst other things, non-solicitation of Competing Proposals, a
matching right and an inducement fee payable in certain circumstances, continues
in effect.

5.                  General

Further details of the Revised Offer will be set out in the Offer Document,
which is expected to be posted to AWG Shareholders as soon as practicable.

The Revised Offer will be subject to the conditions set out in the Original
Announcement and the further terms and conditions to be set out in the Offer
Document and, in the case of certificated AWG Shares, the form of acceptance
which will accompany the Offer Document.


Enquiries:

Lexicon Partners (joint financial adviser to Osprey)  Tel:   +44 (0)20 7653 6000



Read Gomm

Hichem Zebidi

Nico Master

Deutsche Bank (joint financial adviser and broker Tel:       +44 (0)20 7545 8000
to Osprey)



Nigel Meek

Omar Faruqui

Martin Pengelley

Tulchan (PR adviser to Osprey)                    Tel:       +44 (0)20 7353 4200



Andrew Grant

Dominic Fry


This announcement does not constitute an offer or invitation to sell or purchase
any securities.  The Revised Offer will be made solely by means of the Offer
Document and, in the case of certificated AWG Shares, the acceptance forms
accompanying the Offer Document, which will contain the full terms and
conditions of the Revised Offer including details of how it may be accepted.

Lexicon Partners is acting exclusively for Osprey and no-one else in connection
with the Revised Offer and will not be responsible to anyone other than Osprey
for providing the protections afforded to clients of Lexicon Partners nor for
providing advice in relation to the Revised Offer or any matter referred to in
this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business.  Deutsche Bank
AG is acting exclusively for Osprey and no-one else in connection with the
Revised Offer and will not be responsible to anyone other than Osprey for
providing the protections afforded to clients of Deutsche Bank AG nor for
providing advice in relation to the Revised Offer or any matter referred to in
this announcement.

The Revised Offer including the Loan Note Alternative will not be made, directly
or indirectly, in or into and will not be capable of acceptance in or from
Canada.  In addition, it is not currently intended that the Revised Offer
including the Loan Note Alternative will be made, directly or indirectly, in or
into, or by use of mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
Canada or any other jurisdiction where to do so would violate the laws of that
jurisdiction, and it is not currently intended that the Revised Offer will be
capable of acceptance by any such use, means, instrumentality or facility or
from within Canada or any such jurisdiction.  Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in or into or from Canada.  Custodians, nominees and
trustees should observe these restrictions and should not send or distribute
copies of this announcement in or into Canada.

The Loan Notes to be issued in connection with the Revised Offer have not been,
nor will they be, registered under the US Securities Act nor under any laws of
any jurisdiction of the United States, the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada and no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning Osprey
and AWG.  Generally, the words 'will', 'may', 'should', 'continue', 'believes',
'expects', 'intends', 'anticipates' or similar expressions identify
forward-looking statements.  The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements.  Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements.  Osprey and AWG assume no obligation and do not
intend to update these forward-looking statements, except as required pursuant
to applicable law.

The Revised Offer will be made in the United States pursuant to an exemption
from the US tender offer rules provided by Rule 14d-1(c) under the US Exchange
Act.

Notice to US holders of AWG Shares:

The Revised Offer will be for the securities of a UK company and is subject to
UK disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States. The Revised Offer will be made in
the United States pursuant to applicable US tender offer rules and otherwise in
accordance with the requirements of the City Code. Accordingly, the Revised
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.

The receipt of cash pursuant to the Revised Offer by a US holder of AWG Shares
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax laws. Each
holder of AWG Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of acceptance of the Revised Offer.

It may be difficult for US holders of AWG Shares to enforce their rights and any
claim arising out of the US federal securities laws, since Osprey and AWG are
located in non-US jurisdictions, and some or all of their officers and directors
may be residents of non-US jurisdictions. US holders of AWG Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of AWG, all 'dealings' in any 'relevant securities' of AWG,
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction.  This requirement will continue until the date on which the Revised
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends.  If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of AWG,
they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of AWG by Osprey or AWG, or by any of their respective 'associates',
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks 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.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Osprey or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase, AWG
Shares outside the United States, other than pursuant to the Revised Offer,
before or during the period in which the Revised Offer remains open for
acceptance. Also, in accordance with the City Code, normal UK practice and Rule
14e-5(b) of the US Exchange Act, Morgan Stanley Securities Limited will continue
to act as an exempt principal trader in AWG Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK, will be reported to a Regulatory
Information Service of the UK Listing Authority and will be available on the
London Stock Exchange website, www.londonstockexchange.com.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                      

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