Information  X 
Enter a valid email address

Wireless Group PLC (TWG)

  Print      Mail a friend

Friday 20 February, 2004

Wireless Group PLC

Offer Update

Wireless Group PLC
20 February 2004


20 February 2004

   Not for release, publication or distribution in or into the United States,
              Canada, Australia, the Republic of Ireland or Japan

FOR IMMEDIATE RELEASE

Recommended Offer by Panmure Gordon, a division of Lazard & Co., Limited
('Panmure Gordon'), on behalf of The Wireless Group plc ('Wireless') for Forever
Broadcasting plc ('Forever Broadcasting')

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

On 30 January 2004, Wireless made an offer for the entire issued and to be
issued ordinary share capital of Forever Broadcasting not already held by
Wireless or a subsidiary of Wireless (the 'Offer').

Wireless announces that at 3.00 p.m. on 20 February 2004, being the first
closing date of the Offer, Wireless had received valid acceptances of the Offer
in respect of 14,197,741 Forever Broadcasting Shares, representing approximately
65.97 per cent. of the current issued ordinary share capital of Forever
Broadcasting. This includes acceptances received pursuant to irrevocable
undertakings entered into by the Forever Broadcasting Directors (and certain of
their connected persons) in respect of their entire beneficial holdings
amounting to 1,868,950 Forever Broadcasting Shares representing approximately
8.7 per cent., in aggregate, of the current issued ordinary share capital of
Forever Broadcasting.

Prior to the commencement of the offer period, Wireless owned or controlled, in
aggregate, 3,471,892 Forever Broadcasting Shares representing approximately
16.13 per cent of the current issued ordinary share capital of Forever
Broadcasting.

Therefore, as at 3.00 p.m. on 20 February 2004, Wireless has acquired or agreed
to acquire, in aggregate, 17,669,633 Forever Broadcasting Shares representing
approximately 82.11 per cent. of the current issued ordinary share capital of
Forever Broadcasting.
In accordance with the conditions and terms of the Offer, the Board of Wireless
has decided to waive any outstanding conditions of the Offer and to declare the
Offer unconditional in all respects. Accordingly, Wireless announces that the
Offer is declared unconditional in all respects.

The Offer will be open for acceptance until further notice.

Consideration (whether due in Wireless Shares or in cash) to which any Forever
Broadcasting Shareholder is entitled under the Offer will be despatched on or
before 5 March 2004 in respect of acceptances received by 3.00 p.m. on Friday 20
February 2004 that were valid and complete in all respects and within 14 days of
the date of receipt in respect of any further acceptances that are received
after that date that are valid and complete in all respects.

Dealings in the new Wireless Shares being issued as consideration due under the
Offer will commence at 8.00 a.m. on Monday 23 February 2004.

Forever Broadcasting Shareholders who have not yet accepted the Offer are urged,
if their Forever Broadcasting Shares are in certificated form (that is, not in
CREST) to complete and return their Forms of Acceptance as soon as possible or,
if their Forever Broadcasting Shares are held in uncertifiicated form (that is,
in CREST) to ensure that an Electronic Acceptance is made by them, or on their
behalf, which settles as soon as possible.

Upon Wireless receiving acceptances under the Offer in respect of, and/or
otherwise acquiring, 90 per cent or more of the Forever Broadcasting Shares to
which the Offer relates, Wireless intends to acquire compulsorily any
outstanding Forever Broadcasting Shares to which the Offer relates by applying
the provisions of sections 428 to 430F inclusive of the Companies Act 1985.

Wireless intends to procure the making of an application by Forever Broadcasting
for the cancellation of admission of the Forever Broadcasting Shares to the
Alternative Investment Market of the London Stock Exchange. It is anticipated
that cancellation of admission will take effect no earlier than 20 business days
after the date of this announcement.

Terms defined in the Offer Document dated 30 January 2004 have the same meaning
in this announcement unless the context otherwise requires. Copies of the Offer
Document have been submitted to the UK Listing Authority and are available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London E14 5HS.

Enquiries:

The Wireless Group plc 020 7959 7900

Kelvin MacKenzie, Chairman and Chief Executive
Keith Sadler, Finance Director

Panmure Gordon 020 7187 2000

Richard Potts
Mark Lander

Bell Pottinger Financial 020 7861 3232

David Rydell
Luke Morton

Panmure Gordon, which is authorised and regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Wireless in connection
with the Offer and no-one else and will not be responsible to anyone other than
Wireless for providing the protections afforded to customers of Panmure Gordon,
nor for giving advice in relation to the Offer.

The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.

The Offer (including the Cash Alternative) will not be made, directly or
indirectly, in or into, or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or internet) of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States nor will it
be made in or into Canada, Australia, the Republic of Ireland or Japan and the
Offer (including the Cash Alternative) will not be capable of acceptance by any
such use, means, instrumentality or facilities or from within the United States,
Canada, Australia, the Republic of Ireland or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia, the Republic of Ireland or
Japan. Custodians, nominees and trustees should observe these restrictions.

The New Wireless Shares to be issued in connection with the Offer have not been,
nor will they be, registered under the US Securities Act or under the securities
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, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
the New Wireless Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia, the Republic of Ireland or
Japan. Accordingly, the New Wireless Shares may not (unless an exemption under
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia, the
Republic of Ireland 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, the Republic of Ireland or Japan.

This announcement does not constitute, or form part of, any offer to sell or any
offer for, or solicitation of, any securities. Any acceptance or response to the
Offer should be made only on the basis of the information contained in the Offer
Document.

The directors of Wireless accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Wireless (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.






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

a d v e r t i s e m e n t