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Workplace Tech PLC (WPL)

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Monday 20 September, 1999

Workplace Tech PLC

Offer Wholly Unconditional

WORKPLACE TECHNOLOGIES PLC
20 September 1999


Not for release, distribution or publication in or into the United States of
America, Canada, Australia or Japan. This announcement is not an extension of
a tender offer or an offer of securities for sale in or into the United States
of America, Canada, Australia or Japan.



NTL Incorporated ('NTL')

Recommended Cash Offer For

Workplace Technologies plc ('Workplace Technologies')


OFFER UNCONDITIONAL IN ALL RESPECTS 


NTL announces that the Offer has been declared unconditional in all respects.
Settlement of the consideration due under the Offer will be effected (i) in
the case of valid acceptances received on or prior to the date of this
announcement, no later than 4 October 1999 or (ii) in the case of valid
acceptances received after the date of this announcement, within 14 days of
receipt.

As the Offer has been accepted by holders of Workplace Technologies Shares
holding more than nine-tenths in value of Workplace Technologies Shares to
which the Offer relates, NTL will in the next few days be implementing the
compulsory acquisition procedures set out under sections 428 to 430 of the
Companies Act 1985 to acquire the issued ordinary share capital of Workplace
Technologies that NTL has not already acquired, contracted to acquire, or in
respect of which it has not received valid acceptances.

Under the compulsory acquisition procedure, Workplace Technologies
Shareholders can choose the consideration they would receive under the Offer
as described in the Offer Document dated 19 August (referred to in the press
release of the same date). In default of their making an election, Workplace
Technologies Shareholders would receive cash.

The Offer will remain open for acceptance until further notice and accordingly
Workplace Technologies Shareholders who have not yet validly accepted the
Offer may still accept the Offer if they so wish.

Definitions used in the Offer Document dated 19 August 1999 have the same
meanings when used in this announcement, unless the context requires
otherwise.


Enquiries:

NTL Incorporated            John Gregg             001 212 906 8440
                            Bret Richter           001 212 906 8440
                            Jeff Wyman             0171 909 2000
                            Alison Smith           01252 402 662/07788 186 154
                            Will Robson            01252 402 661/07050 094 371

Morgan Stanley Dean Witter  John Krumins           0171 425 5000

Workplace Technologies plc  Steven Kent            01438 846 400

Hawkpoint Partners          Christopher Darlington 0171 665 4500
                            Graham Paton           0171 665 4500
       

Morgan Stanley & Co. Limited ('Morgan Stanley Dean Witter'), which is
regulated by The Securities and Futures Authority Limited, is acting for NTL
and for no one else in connection with the Offer and will not be responsible
to anyone other than NTL for providing the protections afforded to customers
of Morgan Stanley Dean Witter nor for giving advice in relation to the Offer.

Hawkpoint Partners Limited ('Hawkpoint Partners'), which is regulated by The
Securities and Futures Authority Limited, is acting for Workplace Technologies
and for no one else in connection with the Offer and will not be responsible
to anyone other than Workplace Technologies for providing the protections
afforded to customers of Hawkpoint Partners nor for giving advice in relation
to the Offer.

The Offer is not being made, directly or indirectly in or into, or by the use
of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any other documents relating to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in, into or from the
United States, Canada, Australia or Japan, and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them into such jurisdictions.


                                    

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