Offer Update
31 1월 2007 - 4:00PM
UK Regulatory
RNS Number:4170Q
Punch International NV
30 January 2007
Not for release, distribution or publication in or into the United States,
Canada, Australia, Japan or any other jurisdiction where it is unlawful to do
so.
Mandatory Cash Offer for
Punch Graphix plc
by Punch International NV
Offer wholly unconditional
Following yesterday's announcement by Punch International that the condition as
to acceptances, to which its Offer for Punch Graphix is subject, has been
satisfied and the expiry of the deadline for the Offer (and the acquisition of
Punch Graphix Shares pursuant to the Offer) to be referred to the UK Competition
Commission or the Commission of European Communities without any such referrals
being made, the Punch International Board hereby announces that its Offer to
acquire Punch Graphix Shares is wholly unconditional in all respects.
As at 1.00p.m. on 30 January 2007, Punch International either owned or had
received valid acceptances of the Offer in respect of a total of 60,678,169
Punch Graphix Shares, representing approximately 59.00 per cent. of Punch
Graphix's issued ordinary share capital.
The Offer will remain open until 1.00 p.m. on 13 February 2007, at which time
the Offer will close.
As at 1.00 p.m. on 30 January 2007, Punch International had received valid
acceptances of the Offer in respect of 10,286,853 Punch Graphix Shares,
representing approximately 10.00 per cent. of Punch Graphix's issued ordinary
share capital. None of these acceptances were received from persons acting in
concert with Punch International or in respect of Punch Graphix Shares which
were subject to an irrevocable commitment or a letter of intent procured by
Punch International or any of its associates.
In addition, Punch International owns 50,391,316 Punch Graphix Shares,
representing approximately 49.0 per cent. of Punch Graphix's issued ordinary
share capital.
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are valid and complete in all respects
will be despatched on 13 February 2007. Settlement of the consideration in
respect of further acceptances received before the Offer closes which are valid
and complete in all respects will be despatched within 14 days of receipt.
Save as disclosed in this announcement or in the Offer Document, neither Punch
International nor any persons acting or deemed to be acting in concert with them
held any Punch Graphix Shares (or rights over any Punch Graphix Shares) prior to
the Offer Period and neither Punch International nor persons acting or deemed to
be acting in concert with them have acquired or agreed to acquire any Punch
Graphix Shares (or rights over any Punch Graphix Shares) since the commencement
of the Offer Period.
Terms defined in the Offer Document dated 8 January 2007 have the same meaning
in this announcement.
Enquiries:
Punch International NV Tel: +32 (0) 9 243 48 40
Wim Deblauwe
KBC Peel Hunt Ltd Tel: +44 (0) 20 7418 8900
David Anderson
General
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. Any acceptance or other response to the
Offer Document should be made only on the basis of the information contained to
in the Offer Document.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, directly or indirectly, in, into or from the United
States, or by use of the United States mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of United States interstate or foreign commerce, or any facility of a
national securities exchange of the United States, Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Accordingly, this announcement, copies of this
announcement, the Offer Document, the Form of Acceptance and any related
documents are not being and must not be mailed or otherwise distributed or sent
in, into or from the United States, Canada, Australia or Japan or any other
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 mail or otherwise forward, distribute or send
them in, into or from the United States, Canada, Australia or Japan or any other
jurisdiction where it would be unlawful to do so. All Punch Graphix Shareholders
(including nominees, trustees or custodians) who would, or otherwise intend to,
forward this announcement, the Offer Document, the Form of Acceptance or any
related documents should inform themselves about and observe any applicable
requirement. Further information for overseas Punch Graphix Shareholders is set
out in paragraph 6 of Part B of Appendix I to the Offer Document.
KBC Peel Hunt, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for Punch International and for no-one
else in connection with the Offer and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Punch International for providing the
protections afforded to clients of KBC Peel Hunt, or for giving advice to any
other person in relation to the Offer, the contents of this announcement or any
other matter referred to herein.
The Punch International Directors, whose names are set out in the Offer
Document, accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Punch International
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement in accordance with the facts and
does not omit anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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