Offer Update
16 7월 2009 - 3:00PM
UK Regulatory
TIDMASTR TIDMDGT
RNS Number : 7560V
Astaire Group Plc
16 July 2009
Not for release, publication or distribution in whole or in part into ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
16 July 2009
Offer by
Astaire Securities PLC
on behalf of
Astaire Group PLC
to acquire
Dowgate Capital PLC
Astaire holds or has received acceptances for 73.81% of the issued share
capital: Offer Extended
On 22 June 2009, Astaire Securities PLC on behalf of Astaire Group PLC
("Astaire") announced an offer to acquire the entire issued, and to be issued,
share capital of Dowgate Capital PLC ("Dowgate") which Astaire did not already
own (the "Offer").
Astaire is now pleased to announce that as at 1.00
p.m. (London time) on 15 July 2009 (being the first closing date of the Offer),
Astaire had received valid acceptances in respect of 24,828,033 Dowgate Shares
representing 62.88 per cent. of the current issued share capital of Dowgate.
This total includes acceptances received in respect of 6,667,281 Dowgate Shares
(representing approximately 16.9 per cent. of the current issued share capital
of Dowgate) which are subject to irrevocable undertakings.
Prior to the
Offer, Astaire held 4,316,794 Dowgate Shares, representing approximately 10.93
per cent. of the issued share capital of Dowgate. Accordingly, as at 1.00p.m.
(London time) on 15 July 2009, Astaire owned, or had received valid acceptances
in respect of, 29,144,827 Dowgate Shares, representing approximately 73.81 per
cent. of the issued share capital of Dowgate.
Extension of Offer Period
The Board of Astaire announces that the Offer, which remains subject to the
terms and conditions set out or referred to in the Offer Document, is being
extended and will remain open for acceptance until the next closing date which
will be 1.00 p.m. (London time) on 22 July 2009. It may not be extended
thereafter.
Acceptance Procedure
If you hold your Dowgate Shares in certificated form (that is, not in CREST), to
accept the Offer you should complete, sign and return the Form of Acceptance
(together with your share certificate(s) and any other documents of title) as
soon as possible and, in any event, so as to be received by no later than 1.00
p.m. (London time) on 22 July 2009 by Neville Registrars, Neville House, 18
Laurel Lane, Halesowen, B63 3DA. Additional Forms of Acceptance are available
from Neville Registrars by telephoning 0121 585 1131.
If you hold your Dowgate Shares in uncertificated form (that is, in CREST), to
accept the Offer you should follow the procedure for Electronic Acceptance
through CREST so that the TTE Instruction settles as soon as possible and, in
any event, no later than 1.00 p.m. (London time) on 22 July 2009. If you are a
CREST sponsored member, you should refer to your CREST sponsor before taking any
action as only your CREST sponsor will be able to send the necessary TTE
Instructions to Euroclear in relation to your Dowgate Shares.
Further details of the acceptance procedure can be found in the Offer Document.
Copies of the Offer Document, the Form of Acceptance are available on Astaire's
website, www.astairegroup.co.uk, and from the offices of Memery Crystal LLP, 44
Southampton Buildings, London, WC2A 1AP during normal business hours on any
business day throughout the period during which the Offer remains open for
acceptance.
Potential Cancellation of Admission to Trading on AIM
Should the Offer become or be declared unconditional in all respects, Astaire
intends to procure the making of an application by Dowgate to the London Stock
Exchange for the cancellation of admission to trading on AIM of the Dowgate
Shares. Dowgate is required to give at least 20 business days notice of any
such cancellation and which would not be expected to be subject to shareholder
approval unless Astaire has received less than 75 per cent. valid acceptances
under the Offer.
Cancellation of the admission to trading of Dowgate Shares on AIM would
significantly reduce the liquidity and marketability of any Dowgate Shares not
acquired by Astaire through the Offer and the value of any such Dowgate Shares
may be affected as a consequence. In addition, certain protections afforded to
shareholders in an AIM listed company will no longer be available.
In addition, if the Offer becomes or is declared unconditional in all respects
and if sufficient acceptances are received, Astaire intends to apply the
provisions of sections 979 to 982 (inclusive) of the 2006 Act to acquire
compulsorily any remaining Dowgate Shares.
Interests in Relevant Securities
Save as disclosed above, neither Astaire nor any of the directors of Astaire,
nor, so far as the directors of Astaire are aware, any person acting in concert
with Astaire for the purposes of the Offer has any interest in, right to
subscribe for, or has borrowed or lent any Dowgate Shares or
securities convertible or exchangeable into Dowgate Shares ("Dowgate
Securities"), nor does any such person have any short position (whether
conditional or absolute and whether in money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery in relation to the
Dowgate Securities.
Terms used in this announcement have the same meaning given to them in the Offer
Document.
A copy of this announcement is available on Astaire's website at
www.astairegroup.co.uk.
Enquiries:
+------------------------------------+------------------------------------+
| Astaire Group PLC | Tel: 020 7448 4400 |
| Edward Vandyk | www.astairegroup.co.uk |
| | |
+------------------------------------+------------------------------------+
| Astaire Securities PLC | Tel: 020 7448 4400 |
| Shane Gallwey and Toby Gibbs | |
| | |
+------------------------------------+------------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
| Adam Hart and Jeremy Porter | |
| | |
+------------------------------------+------------------------------------+
| Maitland | Tel: 020 7379 5151 |
| Neil Bennett and George Hudson | |
| | |
+------------------------------------+------------------------------------+
The Astaire Directors accept responsibility for the information contained in
this Announcement. To the best of the knowledge and belief of the Astaire
Directors (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 Dowgate Shareholders not resident in or
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are citizens or in which they are resident. Such
persons should inform themselves about and observe any applicable legal or
regulatory requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction and
the Offer, when made, will not be capable of acceptance by any such use, means,
instrumentality or facility from or within any Prohibited Jurisdiction where to
do so would constitute a breach of any relevant securities laws of that
Prohibited Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from any
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. Astaire will retain the right to
permit the Offer to be accepted and any sale of any securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe any applicable legal
or regulatory requirements. Further information in relation to overseas Dowgate
Shareholders are set out in the Offer Document.
This announcement is not intended to be and does not constitute, or form part
of, an offer or an invitation to purchase or subscribe for any securities. The
Offer will be made solely by way of the Offer Document, and, where appropriate,
the related Form of Acceptance which together will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated
in the United Kingdom by the Financial Services Authority, are acting
exclusively for Astaire Group plc and no-one else in connection with the Offer
and will not be responsible to anyone other than Astaire Group plc for providing
the protections afforded to their respective customers, nor for providing advice
in relation to the Offer or any other matter referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAAXSFADNEAE
Dowgate Capital (LSE:DGT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Dowgate Capital (LSE:DGT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
