Bank Irel13.375 Regulatory News (BOI)

24 Nov 2006 07:00

3M UK Holdings PLC24 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 24 November 2006 RECOMMENDED CASH OFFER FOR BIOTRACE INTERNATIONAL PLC BY 3M UK HOLDINGS PLC ADVISED BY UBS INVESTMENT BANK Offer Unconditional as to Acceptances 1. Offer Unconditional as to Acceptances 3M UK Holdings PLC ("3M") announces that as at 1.00 p.m. (London time) on 23November 2006, valid acceptances had been received in respect of, in aggregate,33,352,602 Biotrace Shares, representing approximately 84.83 per cent. ofBiotrace's issued share capital. None of these acceptances were received frompersons acting in concert with 3M. These Biotrace Shares represent in excess of90 per cent. of the Biotrace Shares to which the Offer relates and, accordingly,the Offer has become unconditional as to acceptances. As disclosed in the offer document dated 13 October 2006 (the "Offer Document"),at the time of the Offer, 3M had received irrevocable undertakings in respectof, in aggregate, 12,552,196 Biotrace Shares, representing approximately 31.93per cent. of Biotrace's issued share capital. Valid acceptances have beenreceived in respect of all of these Biotrace Shares. In addition, also as disclosed in the Offer Document, at the time of the Offer,3M had acquired 3,906,489 Biotrace Shares representing 9.94 per cent. ofBiotrace's issued share capital. Accordingly, as at 1.00 p.m. on 23 November 2006, 3M owned or had received validacceptances in respect of, in aggregate, 37,259,091 Biotrace Shares,representing approximately 94.77 per cent. of Biotrace's issued share capital. 2. Extension of the Offer The Offer remains open for acceptance until further notice. The Offer remainssubject to the conditions (other than the acceptance condition) and furtherterms set out in Part A and Part B of Appendix I to the Offer Document. Biotrace Shareholders who have not yet accepted the Offer and who hold BiotraceShares in certificated form are urged to complete, sign and return the Form ofAcceptance as soon as possible. If you hold Biotrace Shares in uncertificated form (that is, in CREST), you areurged to accept the Offer by TTE instructions as soon as possible. If you holdBiotrace Shares as a CREST sponsored member, you should refer to your CRESTsponsor as only your CREST sponsor will be able to send the necessary TTEinstruction to CREST. Copies of the Offer Document are available from Capita Registrars, The Registry,34 Beckenham Road, Beckenham, Kent, BR3 4TU. Terms defined in the Offer Document shall have the same meanings in thisannouncement. 3. Enquiries Capita Registrars Tel: 0870 162 3121 (if calling from within the United Kingdom) Tel: +44 20 8639 2157 (if calling from outside the United Kingdom) UBS Investment Bank Tel: +44 20 7567 8100 Contacts: Aidan Clegg, Nik Morandi UBS, which is authorised and regulated by the FSA, is acting exclusively for 3Mand no one else in connection with this announcement and will not be responsibleto anyone other than 3M for providing the protections afforded to clients of UBSor for providing advice in connection with this announcement or any othermatters referred to herein. Numis, which is authorised and regulated by the FSA, is acting exclusively forBiotrace and no one else in connection with this announcement and will not beresponsible to anyone other than Biotrace for providing the protections affordedto clients of Numis or for providing advice in connection with this announcementor any other matters referred to herein. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Further details in relation toOverseas Shareholders are contained in the Offer Document. Unless otherwise determined by 3M, the Offer is not being, and will not be,made, directly or indirectly, in or into or by the use of the mails of, or byany means or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any Restricted Jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer should not be accepted by any such use, means, instrumentality orfacilities or from or within the a Restricted Jurisdiction. Accordingly, copiesof this announcement are not being, and must not be mailed or otherwiseforwarded, distributed or sent in, into or from a Restricted Jurisdiction andall persons receiving this announcement (including nominees, trustees andcustodians) must not mail or otherwise forward, distribute or send it in, intoor from a Restricted Jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, 3M will retain the rightto permit the Offer to be accepted and any sale of securities pursuant to theOffer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. This information is provided by RNS The company news service from the London Stock Exchange