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Thursday 23 November, 2006

Osprey Acquisitions

Offer Update

Osprey Acquisitions Limited
23 November 2006


OFFER UPDATE

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

FOR IMMEDIATE RELEASE

23 November 2006

                             RECOMMENDED CASH OFFER
                                       by
                          OSPREY ACQUISITIONS LIMITED
                                      for
                                    AWG Plc

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 2 October 2006, Osprey Acquisitions Limited* ('Osprey') announced a cash
offer for the entire issued and to be issued share capital of AWG Plc ('AWG')
which was recommended by the board of AWG and subsequently revised in an
announcement by Osprey on 9 October 2006 (the 'Offer'). The full terms and
conditions of the Offer were set out in the offer document issued by Osprey
dated 12 October 2006 (the 'Offer Document').

Offer declared wholly unconditional

Osprey is pleased to announce that all the conditions of the Offer have now been
satisfied or waived. Accordingly, the Offer is now declared unconditional in all
respects. The Offer, including the Loan Note Alternative, will remain open for
acceptance until further notice. At least 14 days notice will be given by an
announcement before the Offer is closed.

Level of Acceptances

As at 1.00 p.m. (London time) on 23 November 2006 (being the revised closing
date of the Offer), Osprey had received valid acceptances from AWG Shareholders
in respect of 69,148,740 AWG Shares, representing approximately 48.1 per cent.
of AWG's existing issued share capital. This total includes acceptances received
in respect of 105,035 AWG Shares (representing approximately 0.073 per cent. of
the existing issued share capital of AWG) which were subject to irrevocable
commitments procured by Osprey from the AWG Directors. Osprey is the registered
owner of 41,975,019 AWG Shares (taking into account 1,421,573 AWG shares which
were transferred from CPPIB to Osprey on 13 October 2006), representing
approximately 29.2 per cent. of the existing issued share capital of AWG.
Accordingly, Osprey is the owner or has received valid acceptances in respect of
111,123,759 AWG Shares, representing approximately 77.3 per cent. of the
existing issued share capital of AWG.

On 22 November 2006, Osprey or any person acting in concert with Osprey had
interests in or rights to subscribe for AWG relevant securities as follows:

Name           Nature of     Number of relevant  Percentage of AWG existing
               interest      securities          issued share capital

Deutsche       AWG Share         33,896                    0.02%
Bank

DWS Invest
SICAV          AWG Share         63,200                    0.04%

Commonwealth
Global
Securities
Infrastructure
Fund No 1 (RE
CFSI) **       AWG Share         50,709                    0.04%

Save as disclosed in either this announcement or in the Offer Document, neither
Osprey, nor any person acting in concert with Osprey, is interested in or has
any rights to subscribe for, any AWG Shares nor does any such person have any
short position (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative or any arrangement
in relation to AWG Shares. For these purposes, 'arrangement' includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of AWG Shares and any borrowing or lending of AWG
Shares which have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to AWG Shares.

Settlement of the consideration

Settlement of the consideration to which any AWG Shareholder is entitled under
the Offer will be despatched either on or before 7 December 2006 in respect of
AWG Shares for which acceptances of the Offer complete in all respects have been
received as at 1 p.m. (London time) today. Settlement of consideration due in
respect of acceptances complete in all respects of the Offer received after 1
p.m. (London time) today will be despatched to accepting AWG Shareholders within
14 days of receipt of such acceptances.

Loan Note Alternative

Of the total valid acceptances received in respect of the Offer, valid elections
for Loan Notes under the Loan Note Alternative have been received in respect of
Loan Notes with an aggregate nominal amount of approximately £45 million. This
means that the minimum take-up requirement under the terms of the Loan Note
Alternative has been satisfied and, accordingly, Loan Notes will be issued to
those who have validly elected, and those who will validly elect, to receive
them (subject to a maximum of £150 million in aggregate nominal amount of Loan
Notes being issued).

Compulsory Acquisition and Cancellation of Listing

As set out in the Offer document, Osprey intends to procure that AWG will apply
for the cancellation of the listing of the AWG Shares on the Official List and
for the cancellation of trading of the AWG Shares on the London Stock Exchange's
market for listed securities. It is anticipated that such cancellations will
take effect no earlier than 21 December 2006. The cancellation of the listing
would significantly reduce the liquidity and marketability of any AWG Shares not
assented to the Offer at that time.

Further, as set out in the Offer document, if Osprey receives acceptances under
the Offer in respect of, or otherwise acquires, 90 per cent. or more of the AWG
Shares to which the Offer relates, Osprey will exercise its rights pursuant to
the provisions of Schedule 2 to the Interim Implementation Regulations to
acquire compulsorily the remaining AWG Shares in respect of which the Offer has
not been accepted.

It is also intended that, following the Offer becoming or being declared
unconditional, AWG will be re-registered as a private company under the relevant 
provisions of the Companies Act.

Acceptance of the Offer

AWG Shareholders who have not yet accepted the Offer and wish to do so are urged
to do so as soon as possible.

For AWG Shares in certificated form, to accept the Offer, Forms of Acceptance
not yet returned should be completed, signed and returned in accordance with the
instructions set out in the Offer Document and on the Form of Acceptance.

For AWG Shares held in uncertificated form, an Electronic Acceptance should be
made in accordance with the instructions set out in the Offer Document.

Full details of how to accept the Offer in respect of certificated and
uncertificated AWG Shares are set out in the Offer Document and, in the case
only of certificated AWG Shares, the accompanying Form of Acceptance.

Words and expressions defined in the Offer Document shall, unless the context
otherwise requires, have the same meaning when used in this announcement.

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 to Tel: +44 (0)20 7545 8000
Osprey)                                                  
Nigel Meek
Omar Faruqui
Martin Pengelley

Tulchan (PR adviser to Osprey)                       Tel: +44 (0)20 7353 4200
Andrew Grant
Dominic Fry

* Osprey is a company formed at the direction of a consortium comprising Canada
Pension Plan Investment Board, Colonial First State Global Asset Management (the
asset management division of Commonwealth Bank of Australia), Industry Funds
Management (Nominees) Limited in its capacity as trustee of the IFM
(International Infrastructure) Wholesale Trust and 3i Group plc

** Held by Colonial First State Investments Limited as responsible entity for
Commonwealth Global Infrastructure Securities Fund No 1

This announcement does not constitute an offer or invitation to sell or purchase
any securities. The 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
Offer including details of how it may be accepted.

Lexicon Partners is acting exclusively for Osprey and no-one else in connection
with the 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 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 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 Offer or any matter referred to in this announcement.

The 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 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 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 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.

The Offer is being 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 Offer is 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 Offer is being 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 Offer is 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 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 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.

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 Offer, before or
during the period in which the 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.



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