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Monday 04 August, 2003

Soldier Limited

Offer Declared Unconditional

Soldier Limited
04 August 2003

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

                    RECOMMENDED REVISED INCREASED CASH OFFER
                                       by
                           KPMG Corporate Finance
                                  on behalf of
                          Soldier Limited ('Soldier')
                                      for
                            Hamleys plc ('Hamleys')


         Revised Increased Offer declared unconditional in all respects

The board of Soldier announces that, by 3.00 p.m. on 4 August 2003, valid
acceptances had been received in respect of, in aggregate, 15,490,962 Hamleys
Shares representing approximately 67.0 per cent. of the entire existing issued
ordinary share capital of Hamleys.

The acceptance condition and all other conditions of the Revised Increased Offer
have now been satisfied or waived and accordingly the board of Soldier is
pleased to announce that the Revised Increased Offer is declared unconditional
in all respects. The Revised Increased Offer will remain open for acceptance
until further notice.  Hamleys Shareholders who have not yet accepted the
Revised Increased Offer and who wish to do so are strongly encouraged to take
the necessary action set out in the Revised Increased Offer document.

The Loan Note Alternative will remain open only until 18 August 2003. Hamleys
Shareholders who have elected pursuant to the Loan Note Alternative for Loan
Notes may not receive settlement of their consideration within 14 days of the
Revised Increased Offer becoming or being declared unconditional in all respects
as a result of the need to calculate the extent of any scaling back at the time
the Loan Note Alternative closes. Settlement will be effected as soon as
practicable within such further period as the Panel may allow. In all other
cases, the consideration to which Hamleys Shareholders are entitled under the
Revised Increased Offer will be dispatched on or before 18 August 2003 in
respect of acceptances complete in all respects received no later than the close
of business on 4 August 2003 and within 14 days of the date of receipt in
respect of further acceptances which are complete in all respects received after
that time.

Solider intends to procure that Hamleys applies to the UK Listing Authority for
the removal of the Hamleys Shares from the Official List of the UK Listing
Authority and to the London Stock Exchange for the cancellation of trading in
Hamleys Shares. The Listing Rules require that notice on such proposed
cancellations of not less than 20 business days be given to Hamleys
Shareholders. This announcement constitutes such notice and the notice period
has now commenced. It is anticipated that such cancellation will take effect on
Tuesday, 2 September 2003.

Valid acceptances set out above include:

-    valid acceptances received from the Independent Directors pursuant to the 
     irrevocable undertakings which they have given in respect of 62,250 Hamleys
     Shares, representing approximately 0.3 per cent. of the entire existing 
     issued ordinary share capital of Hamleys;

-    valid acceptances received from Hamleys Shareholders pursuant to 
     irrevocable undertakings given in respect of 2,845,175 Hamleys Shares,
     representing approximately 12.3 per cent. of the entire existing issued 
     ordinary share capital of Hamleys; and

-    a valid acceptance from A Holding S.A., a subsidiary of Baugur Group
     hf and a party acting in concert with Soldier, in respect of 2,556,264 
     Hamleys Shares, representing approximately 11.1 per cent. of the entire 
     existing issued ordinary share capital of Hamleys.

Since the commencement of the Offer Period, A Holding S.A. has purchased
2,556,264 Hamleys Shares and conditionally agreed to purchase 3,513,548 Hamleys
Shares, representing in aggregate approximately 26.3 per cent. of the entire
existing issued ordinary share capital of Hamleys, at a price of 254 pence per
Hamleys Share. The conditions to the agreement to purchase 3,513,548 Hamleys
Shares have now been satisfied and A Holding S.A. expects to complete the
purchase of these Hamleys Shares shortly. A Holding S.A. has assented all of the
2,556,264 Hamleys Shares which it has purchased to the Revised Increased Offer,
as described above.

In addition, by virtue of the Hamleys Management Share Exchange Agreement (which
was amended by a supplemental agreement dated 27 June 2003), Soldier has
conditionally contracted to acquire, in aggregate, 36,585 Hamleys Shares from
Hamleys Management, representing approximately 0.2 per cent. of Hamleys' entire
existing issued ordinary share capital, together with a further 439,741 Hamleys
Shares upon exercise of certain options held under the Hamleys plc Unapproved
Executive Share Option Scheme. This agreement is conditional upon the Revised
Increased Offer becoming or being declared unconditional in all respects and
Soldier legally and beneficially holding more than 25 per cent. of Hamleys'
entire existing issued ordinary share capital.

Accordingly, Soldier and its concert parties have acquired or contracted to
acquire, or have received acceptances of the Revised Increased Offer in respect
of, in aggregate, 19,041,095 Hamleys Shares currently in issue, representing
approximately 82.4 per cent. of Hamleys' entire existing issued ordinary share
capital. In addition, Soldier has conditionally contracted to acquire 439,741
Hamleys Shares upon exercise of certain options under the Hamleys plc Unapproved
Executive Share Option Scheme.

Prior to the Offer Period, Soldier held no Hamleys Shares and Hamleys Management
held an interest in 36,585 Hamleys Shares, representing approximately 0.2 per
cent. of the entire existing issued ordinary share capital of Hamleys. In
addition, prior to the Offer Period, the Hamleys Management held options to
subscribe for, in aggregate, a maximum of 515,819 Hamleys Shares under the
Hamleys Share Schemes.

Words and expressions defined in the Original Offer Document dated 19 June 2003
and Revised Increased Offer document dated 17 July 2003 shall apply for the
purposes of this announcement.
Enquiries:
Gavin Anderson & Company                                 Tel: 020 7554 1400
Neil Bennett
Halldor Larusson


Soldier                                                  Tel: 020 7479 7313
John Watkinson

KPMG Corporate Finance                                   Tel: 020 7311 1000
David McCorquodale
Michael McDonagh



The availability of the Revised Increased Offer to persons not resident in the
UK may be affected by the laws of the relevant jurisdiction. Persons who are not
resident in the UK should obtain advice and observe any applicable requirements.
The Revised Increased Offer, including the Loan Note Alternative, is not being
made, directly or indirectly, in or into, or by use of the mails, or by any
means or instrumentality (including, without limitation, facsimile transmission,
electronic mail, telex or telephone) of interstate or foreign commerce, or of
any facility of a national securities exchange, of the United States, Canada,
Australia or Japan, and the Revised Increased Offer will not be capable of
acceptance by any such means, instrumentality or facility from within the United
States, Canada, Australia or Japan. Accordingly, copies of this announcement and
any other documents related to the Revised Increased Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Revised Increased Offer by persons in any such jurisdiction.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

KPMG Corporate Finance, a division of KPMG LLP which is authorised in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting for Soldier as financial adviser in relation to the Revised Increased
Offer and is not acting for any other person in relation to such offer.  KPMG
Corporate Finance will not be responsible to anyone other than Soldier for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.


                      This information is provided by RNS
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