Offer by CTH for CNG
28 7월 2007 - 3:22AM
UK Regulatory
RNS Number:0569B
CNG Travel Group plc
27 July 2007
27 July 2007
Recommended Cash Offer by
Corporate Travel Holdings, Inc ("CTH")
for
CNG Travel Group ("CNG")
Offer Declared Wholly Unconditional
The Board of CTH announces that by 5.00pm on 27 July 2007 valid acceptances of
the Offer had been received in respect of a total of 48,050,777 issued Ordinary
Shares, representing approximately 81.67 per cent of CNG's issued Ordinary Share
capital. The Offer has accordingly become unconditional as to acceptances. In
addition, acceptances have been received in respect of 4,252,000 of the
4,256,000 Deferred Shares in issue. The Deferred Shares automatically convert
into Ordinary Shares on a one for one basis once the Offer is declared
unconditional as to acceptances. Accordingly, as all of the issued Deferred
Shares convert into Ordinary Shares on the making of this announcement,
acceptances have been received in respect of 82.9 per cent of the issued
Ordinary Share capital following such conversion.
All of the conditions of the Offer as set out in the Offer Document dated 30 May
2007 have now been satisfied or waived and accordingly the Offer is declared
unconditional in all respects.
Settlement of the consideration due under the Offer in respect of valid
acceptances received on or before close of business on 27 July 2007 will be
despatched by 10 August 2007 and, in the case of valid acceptances received
after such date, within 14 days of the receipt of such acceptances, valid and
complete in all respects.
The Offer remains open for acceptances until further notice. CNG Shareholders
who have not yet accepted the Offer should complete and return their Form of
Acceptance as soon as possible.
CTH intends to exercise its rights under the provisions of Section 204 of the
Companies Act, 1963 to acquire compulsorily all outstanding CNG Shares not
acquired or agreed to be acquired pursuant to the Offer.
CTH also intends, as soon as it is appropriate and possible to do so, to procure
the cancellation to the listing of CNG Shares on the AIM list of the London
Stock Exchange and the cancellation of trading in CNG Shares on the London Stock
Exchange in due course.
This total includes acceptances in respect of 21,280,040 Ordinary Shares
(representing approximately 33.7 per cent of the issued and to be issued
ordinary share capital of CNG) for which CTH had received irrevocable
undertakings to accept the Offer prior to the posting of the Offer Document.
As at the close of business on 20 May 2007 being the last Business Day prior to
the commencement of the Offer Period, the following persons acting in concert
with CTH owned or controlled the following Ordinary Shares/Deferred Shares/
Share Options in CNG.
+-------------------+-------------------+-------------------+------------------+
| Holder | Ordinary Shares | Deferred Shares | Share Options |
+-------------------+-------------------+-------------------+------------------+
|Seamus Ross Jnr | 18,840,258| | |
+-------------------+-------------------+-------------------+------------------+
|Michael Smurfit | 2,908,984| | |
+-------------------+-------------------+-------------------+------------------+
|PJ King | 627,644| 960,000| 824,112|
+-------------------+-------------------+-------------------+------------------+
|Willie Lynch | 18,058| | 50,000|
+-------------------+-------------------+-------------------+------------------+
|Jerald Behrens | 200,000| | 90,000|
+-------------------+-------------------+-------------------+------------------+
|David Buda | 250,000| | 90,000|
+-------------------+-------------------+-------------------+------------------+
|Barry Liben | 1,000,000| | 90,000|
+-------------------+-------------------+-------------------+------------------+
|Paul Hoffman | 344,080| | 30,000|
+-------------------+-------------------+-------------------+------------------+
Save as disclosed above, neither CTH nor any person deemed to be acting in
concert with CTH owned or controlled any CNG Shares (or rights over such shares)
immediately before commencement of the Offer Period or during the Offer Period
and neither CTH nor any person deemed to be acting in concert with CTH has
acquired or agreed to acquire CNG Shares (or rights over such shares) during the
Offer Period.
Terms used in this Announcement have the same meaning as those contained in the
Offer Document.
CNG Shareholders who wish to accept the Offer, and who have not done so, should
return their Forms of Acceptance by post to Capita Registrars, PO Box 7117,
Dublin 2, Ireland or by hand during normal business hours only, to Capita
Registrars, Unit 5, Manor Street Business Park, Dublin 7, Ireland as soon as
possible. CNG Shareholders who require assistance with completion of the Form of
Acceptance should contact Capita Registrars by telephone on +353 1 810 2400:
For further information, contact:
CTH
PJ King: Telephone: + 1 212 999 5506
Mobile: + 1 646 645 1727
Barry Liben: Telephone: + 1 212 944 2121
CNG
Heneghan PR: Telephone: + 353 1 660 7395
BGL, a US Investment Bank and member of NASD, is acting exclusively for CTH and
no one else in connection with the Offer and will not be responsible to anyone
other than CTH for providing the protections afforded to clients of BGL or for
providing advice in relation to the Offer, the contents of this Announcement or
any transaction or arrangement referred to herein.
The CTH Responsible Persons accept responsibility for the information contained
in this Announcement. To the best of the knowledge and belief of the CTH
Responsible Persons, who have taken all reasonable care to ensure that such is
the case, the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and, does not omit anything
likely to affect the import of such information.
The availability of the Offer to persons not resident in Ireland or the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are resident. Persons who are not resident in Ireland or the United Kingdom
should obtain advice and observe any applicable requirements. Unless otherwise
determined by CTH, the Offer has not been made, directly or indirectly, in, into
or from Australia, Canada, Japan, the United States or any other jurisdiction
where it would be unlawful to do so, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or by any facility of a
national securities exchange of Australia, Canada, Japan, the United States or
any other jurisdiction where it would be unlawful to do so. Accordingly, copies
of this Announcement and any related offering documents are not being, and must
not be, mailed or otherwise distributed or sent in, into or from Australia,
Canada, Japan, the United States or any other jurisdiction where it would be
unlawful to do so and persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or from
Australia, Canada, Japan, the United States or any other jurisdiction where it
would be unlawful to do so, as doing so may invalidate any purported acceptance
of the Offer by persons in any such jurisdiction.
Any person who is the holder of 1 per cent or more of any class of shares in CNG
may be required to make disclosures pursuant to Rule 8.3 of the Takeover Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBBRGDRIUDGGRR
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