TIDMCET
16 March 2009
This announcement is not for release, publication or distribution in
or into any jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction.
RECOMMENDED CASH OFFER FOR CENTROM GROUP PLC
BY
MAYMASK (15) LIMITED
Posting of the Offer Document
On 13 March 2009, the boards of Maymask and Centrom announced that
they had reached agreement on the terms of a recommended cash offer
to be made by Maymask for the entire issued and to be issued share
capital of Centrom.
Maymask is today posting to Centrom Shareholders (and, for
information only, to Centrom Optionholders) a document (the "Offer
Document"), containing the full terms and conditions of the Offer,
together with the relevant Form of Acceptance.
The Offer is open for acceptances until 1.00 pm (London time) on 6
April 2009, unless extended by Maymask.
Those Centrom Shareholders who hold their Centrom Shares in
certificated form (that is, not in CREST), are requested to complete,
sign, witness (if appropriate) and return the Form of Acceptance as
soon as possible (together with their valid share certificate(s)
and/or other document(s) of title) and in any event so as to be
received by Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 6
April 2009. A pre-paid reply envelope will be enclosed with the Offer
Document for the Centrom Shareholders' convenience for use in the UK
only.
Those Centrom Shareholders who hold their Centrom Shares in
uncertificated form (that is, in CREST), should NOT return the Form
of Acceptance but instead ensure that an Electronic Acceptance is
made by them or on their behalf and that settlement is no later than
1.00 p.m. on 6 April 2009.
Unless otherwise defined in this announcement, capitalised words and
phrases used in this announcement shall have the same meanings given
to them in the Offer Document.
Copies of the Offer Document and the Form of Acceptance (for use by
holders of Centrom Shares in certificated form only) will be
available for inspection following posting of such documents during
usual business hours on Business Days while the Offer remains open
for acceptance at the offices of Watson Burton LLP located at Floor
29, 30 St Mary Axe, London, EC3A 8BF, by ringing +44 (0)20 7337 8300
and asking to speak to Vera Lyons.
Enquiries:
Maymask
Hugh Blair, Managing Director +44 (0)7801 522311
Ryecroft Glenton, Financial adviser to Maymask
Nigel Wyrley-Birch +44 (0)191 281 1292
Centrom
Gerald Malone, Chairman +44 (0)7711 085611
Marshall, Financial adviser to Centrom
John Webb/Robert Luetchford +44 (0)20 7490 3788
FinnCap, Nominated adviser to Centrom
Geoff Nash/Rose Herbert +44 (0)20 7600 1659
This announcement does not constitute, or form part of, any offer
for, or any solicitation of any offer for, securities of Centrom. Any
acceptance or other response to the Offer should be made only on the
basis of information referred to in the Offer Document and (in
respect of certificated shares) the Form of Acceptance, which Maymask
intends to despatch in due course to Centrom Shareholders and, for
information only, to Centrom Optionholders.
Unless otherwise determined by Maymask and permitted by applicable
law and regulation, the Offer will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or email) of interstate or foreign
commerce of, or by any facility of a national securities exchange of,
nor will it be made in, into or from any jurisdiction if to do so
would constitute a violation of the relevant laws of such
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of any documents relating to the Offer must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent, in whole or in part, in, into or from any jurisdiction if to
do so would constitute a violation of the relevant laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not directly or indirectly
mail, transmit or otherwise forward, distribute or send them in, into
or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the jurisdiction in
which they are resident. Persons who are not resident in the United
Kingdom should inform themselves about, and observe, applicable
requirements.
Ryecroft Glenton is regulated for a range of investment business
activities by the Institute of Chartered Accountants in England and
Wales and is acting exclusively for Maymask and for no one else in
connection with the Offer and will not be responsible to any person
other than Maymask for providing the protections afforded to clients
of Ryecroft Glenton, nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter referred
to herein.
Marshall, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Centrom
and for no one else in connection with the Offer and will not be
responsible to any person other than Centrom for providing the
protections afforded to clients of Marshall, nor for providing advice
in relation to the Offer, the contents of this announcement or any
matters referred to herein.
Forward looking statements
This announcement contains statements about Maymask and Centrom (and
their respective groups and/or subsidiary undertakings) that are or
may be forward-looking statements. All statements other than
statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof are forward-looking statements.
Forward-looking statements include (without limitation) statements
relating to the following:
(i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Maymask or Centrom operations and potential synergies
resulting from the Offer; and
(iii) the effects of government regulation on the Maymask or
Centrom businesses.
These forward-looking statements are not guarantees of future
performance. They have not been reviewed by the auditors of Maymask
or of Centrom. They involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of any such person, or industry results, to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such persons
and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to
Maymask or Centrom or any members of their respective groups or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements included in this announcement are based on information
available on the date hereof. Investors should not place undue
reliance on such forward-looking statements and neither Maymask nor
Centrom undertake any obligation to publicly update or revise any
forward-looking statements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or
becomes "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Centrom, all "dealings" in any
"relevant securities" of that company (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 p.m. on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which
the 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 Centrom, 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 Code, all "dealings" in
"relevant securities" of Centrom by Maymask or Centrom, or by any of
their respective "associates", must be disclosed by no later than
12.00 noon on the 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 Panel's website at
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 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.
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
Centrom (LSE:CET)
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Centrom (LSE:CET)
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