TIDMNWS TIDMDWN
RNS Number : 8282M
Smiths News PLC
23 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
If you are in any doubt about the Offers or the action you
should take, you are recommended immediately to seek your own
financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
23 August 2011
RECOMMENDED CASH OFFERS
BY
SMITHS NEWS PLC
FOR
DAWSON HOLDINGS PLC
Offers Declared Wholly Unconditional
On 7 June 2011, the boards of directors of Smiths News PLC
("Smiths News") and Dawson Holdings PLC ("Dawson") announced the
terms of recommended cash offers for the entire issued and to be
issued share capital of Dawson to be made by Smiths News.
On 17 August 2011, Smiths News announced that the Ordinary Offer
was unconditional as to acceptances.
Smiths News is pleased to announce that as at 3.00 p.m. (London
time) on 22 August 2011, Smiths News had received valid acceptances
in respect of 25,623,586 Dawson B Ordinary Shares representing 100
per cent. of the Dawson B Ordinary Shares to which the B Ordinary
Offer relates and accordingly the B Ordinary Offer became
unconditional as to acceptances. This comprises acceptances
received from the PPF which were subject to an irrevocable
commitment procured by Smiths News.
Smiths News further announces that all conditions to the Offers
have either been satisfied or waived and that the Offers are hereby
declared unconditional in all respects. The Ordinary Offer will
remain open for acceptance until further notice and at least 14
days' notice will be given before the Ordinary Offer is closed. As
the only holder of B Ordinary Shares has accepted the B Ordinary
Offer, that offer is now closed.
Acceptance levels
As at 3.00 p.m. (London time) on 22 August 2011, Smiths News had
received valid acceptances from Dawson Shareholders in respect of a
total of 65,504,962 Dawson Ordinary Shares, representing
approximately 91.26 per cent. of the existing issued ordinary share
capital of Dawson to which the Ordinary Offer relates and
25,623,586 Dawson B Ordinary Shares, representing 100 per cent. of
the Dawson B Ordinary Shares to which the B Ordinary Offer
relates.
Dawson Ordinary Shareholders who have not yet accepted the
Ordinary Offer are encouraged to do so without delay.
To accept the Ordinary Offers for Dawson Ordinary Shares held in
certificated form, Dawson Shareholders should complete, sign and
return the Form of Acceptance, which accompanied the Offer
Document, in accordance with the instructions contained therein and
set out in the Offer Document.
To accept the Ordinary Offers for Dawson Ordinary Shares held in
uncertificated form (that is, in CREST), Dawson Shareholders should
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document.
Consideration
The consideration due to accepting Dawson Shareholders is
expected to be despatched (in the case of certificated holders) or
credited to the relevant CREST account (in the case of
uncertificated holders) on or before 26 August 2011, in respect of
acceptances complete in all respects and received prior to the date
of this announcement, or, if received later, within 3 US Business
Days of the date of receipt of further acceptances which are valid
and complete in all respects.
Compulsory acquisition
As set out in paragraph 13 of Part II of the Offer Document,
Smiths News intends as soon as practicable, to exercise its rights
under sections 974 to 991 (inclusive) of the Companies Act 2006 to
acquire compulsorily any outstanding Dawson Ordinary Shares to
which the Ordinary Offer relates on the same terms as the Ordinary
Offer.
De-listing and re-registration
Smiths News is now in receipt of such number of acceptances of
the Ordinary Offer such that it has agreed to acquire more than 75
per cent. of the voting share capital of Dawson. Accordingly, as
set out in paragraph 13 of Part II of the Offer Document, Smiths
News intends to procure as soon as possible that Dawson makes an
application to the UK Listing Authority for the listing of the
Dawson Ordinary Shares to be cancelled and to the London Stock
Exchange for the Dawson Ordinary Shares to cease to be admitted to
trading on the London Stock Exchange's main market for listed
securities.
Following delisting, Smiths News also intends that Dawson will
be re-registered as a private limited company.
The cancellation of the listing of Dawson will significantly
reduce the liquidity and marketability of any Dawson Shares in
respect of which acceptances of the Ordinary Offer is not
submitted.
Dawson Employee Share Plans
As set out in paragraph 9 of Part II of the Offer Document,
Smiths News will shortly make appropriate proposals to the holders
of options under the Dawson Encouraging Executive Share Option
Scheme ("EESOS") in accordance with Rule 15 of the Code. Smiths
News confirms that the total number of Dawson Ordinary Shares under
EESOS options is 88,090 (the "Total EESOS Shares"), of which,
73,832 will become exercisable on a time pro-rated basis. Of the
Total EESOS Shares, these include 20,000 Dawson Ordinary Shares,
representing approximately 0.028 per cent. of Dawson's existing
ordinary share capital, which are subject to irrevocable
commitments procured by Smiths News.
Holders of options under the EESOS will be invited to exercise
their options in accordance with the terms of the EESOS and accept
the Offers for the Dawson Shares acquired on exercise.
Unless defined herein, defined terms used in this announcement
have the same meaning given to them in the Offer Document.
A copy of this announcement, subject to certain restrictions
relating to persons resident in the Restricted Jurisdictions, will
be published on Smiths News' website. It can be viewed at
www.smithsnews.co.uk.
The contents of Smiths News' website are not incorporated into
and do not form part of this announcement.
Enquiries
Smiths News
Nick Gresham, Chief Financial Tel: 0845 123 0000
Officer
Oriel Securities (financial adviser to Smiths News)
David Arch Tel: 020 7710 7616
Buchanan (PR adviser to Smiths News)
Jeremy Garcia Tel: 020 7466 5000
Dawson
Hugh Cawley, Chief Executive Tel: 0203 167 4100
KPMG Corporate Finance (financial adviser to Dawson)
Christian Mayo Tel: 0113 231 3179
Chris Belsham Tel: 0161 246 4548
MHP Communications (PR adviser to Dawson)
Reg Hoare Tel: 020 3128 8100
Further information
Any acceptance or other response to the Offers should only be
made on the basis of information contained in the Offer Document
(which contains the full terms and conditions of the Offers) and,
if you hold Dawson Shares in certificated form, the Form of
Acceptance. Dawson Shareholders are advised to read the formal
documentation in relation to the Offers carefully.
Oriel Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for
Smiths News and no-one else in connection with the Offers and will
not be responsible to anyone other than Smiths News for providing
the protections afforded to clients of Oriel Securities nor for
providing advice in relation to the Offers. Neither Oriel
Securities nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Oriel
Securities in connection with this announcement, any statement
contained herein or otherwise.
KPMG Corporate Finance, which is authorised and regulated by the
Financial Services Authority for investment business activities, is
acting exclusively for Dawson as financial adviser in relation to
the Offers and is not acting for any other person in relation to
such Offers. KPMG Corporate Finance will not be responsible to
anyone other than Dawson for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement or any offers or arrangements referred to
herein.
Overseas jurisdictions
The Offers are not being made directly or indirectly, and
securities of Dawson will not be accepted for purchase from or on
behalf of any shareholder, in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of the
Offer Document and Form of Acceptance.
The availability of the Offers in, and the release, publication
or distribution of the Offer Document in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession the Offer Document and Form of
Acceptance comes who are not resident in the United Kingdom should
inform themselves about, and observe, any applicable restrictions.
Dawson Shareholders who are in any doubt regarding such matters
should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
In particular, as described in the Offer Document, the Offers
will not be made, directly or indirectly, in or into, or by the use
of the mails or any means of instrumentality (including, without
limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of a Restricted Jurisdiction. Accordingly, except as
required by applicable law, copies of the Offer Document and Form
of Acceptance are not being, and may not be, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction. Persons receiving the Offer Document and Form of
Acceptance (including without limitation nominees, trustees or
custodians) must not forward, distribute or send it into a
Restricted Jurisdiction.
The Offer Document and Form of Acceptance has been prepared for
the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if the Offer Document and Form of Acceptance had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Notice to US holders of Dawson Shares
Each US shareholder of Dawson is urged to consult with his
independent professional adviser regarding any acceptance of the
Offers including, without limitation, to consider the tax
consequences associated with such shareholder's election to
participate in the Offers.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities has been made, or
will be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Exchange Act or the securities laws of
such other country, as the case may be; or (ii) pursuant to an
available exemption from such requirements.
The Offers are for the securities of a corporation organised
under the laws of England and Wales and are subject to the
procedure and disclosure requirements of the United Kingdom, which
are different from those of the United States. The Offers are being
made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offers are subject to certain disclosure and other procedural
requirements which may differ from those applicable under US
domestic tender offer procedures and laws.
To the extent permitted by applicable law, in accordance with
the Code and normal UK market practice and in compliance with Rule
14e-5 under the US Exchange Act, Smiths News and its affiliates or
their nominees or brokers (acting as agents) may from time to time
during the period in which the Offers remain open for acceptance
make certain purchases of, or arrangements to purchase, shares or
other securities in Dawson, otherwise than pursuant to the Offers,
such as in open market or privately negotiated purchases. Any such
purchases, or arrangements to purchase, will be undertaken to the
extent permitted by applicable law and will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, as well as with Rule 14e-5 under the US Exchange
Act. In addition, in accordance with, and to the extent permitted
by, the Code and normal UK market practice, Oriel Securities
serving as financial advisor and joint broker to Smiths News and
its affiliates may make purchases of, or arrangements to purchase,
securities of Dawson and various related derivative transactions in
the normal and ordinary course of their business. In addition, in
accordance with, and to the extent permitted by, the Code and
normal UK market practice, JP Morgan Cazenove serving as joint
broker to Smiths News and its affiliates may make purchases of, or
arrangements to purchase, securities of Dawson and various related
derivative transactions in the normal and ordinary course of their
business. Information regarding such activities which is required
to be made public in the United Kingdom pursuant to the Code will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
The receipt of cash pursuant to the Offers by a US holder of
Dawson Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local laws, as well
as foreign and other tax laws. Each holder of Dawson Shares is
urged to consult his independent financial adviser immediately
regarding any acceptance of the Offers, including, without
limitation, the tax consequences of any acceptance of the
Offers.
Both Smiths News and Dawson are incorporated under the laws of
England and Wales and some or all of the officers and directors of
Smiths News and Dawson may be residents of non-US jurisdictions. As
a result, it may be difficult for US holders of Dawson Shares to
enforce their rights or any claim arising out of the US federal
securities laws. US holders of Dawson Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment or jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPZMGZRNZKGMZM
Dawson (LSE:DWN)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Dawson (LSE:DWN)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024