Cavendish Plc Regulatory News (CAV)

1 Mar 2005 13:16

Chrysalis VCT PLC01 March 2005 Not for release, distribution or publication, in whole or in part, in or intothe United States, Canada, Australia or Japan 1 March 2005 Merger by way of recommended offers by Smith & Williamson Corporate Finance Limited on behalf of Chrysalis VCT plc ("Chrysalis") for each of Chrysalis A VCT plc ("Chrysalis A"), Chrysalis B VCT plc ("Chrysalis B") and Chrysalis C VCT plc ("Chrysalis C") (together the "Chrysalis Companies") Offers unconditional subject to Admission Chrysalis announces that all of the conditions to the Offers (other than thecondition as to Admission of the New Chrysalis Shares) have now been satisfiedor waived and that the Offers are unconditional in all respects save forAdmission of the New Chrysalis Shares. It is expected that Admission will becomeeffective and that dealings in the New Chrysalis Shares will commence on theLondon Stock Exchange on 2 March 2005. At the extraordinary general meeting of the Company held earlier today, theresolutions to approve the Offers, increase the Company's authorised sharecapital, grant the Directors authority to allot Chrysalis Shares and amend theCompany's articles of association were duly passed. By 10.00 am today, valid acceptances had been received in respect of thefollowing Chrysalis Companies Shares: 4,652,950 Chrysalis A Shares (representing71.3 per cent. of Chrysalis A's issued ordinary share capital); 6,630,997Chrysalis B Shares (representing 61.2 per cent. of Chrysalis B's issued ordinaryshare capital); and 7,063,823 Chrysalis C Shares (representing 66.9 per cent. ofChrysalis C's issued ordinary share capital). The Offers are unconditional as toacceptances and will remain open for acceptance until further notice. Chrysalis Companies Shareholders who have not yet accepted the Offers and whowish to do so should complete and return their forms of acceptance as soon aspossible. Prior to making the Offers, Chrysalis had received irrevocable undertakings toaccept the Offers from Chrysalis Companies Shareholders in respect of: 200,000Chrysalis A Shares (representing approximately 3.1 per cent. of Chrysalis A'sissued ordinary share capital); 70,000 Chrysalis B Shares (representingapproximately 0.6 per cent. of Chrysalis B's issued ordinary share capital); and71,750 Chrysalis C Shares (representing approximately 0.7 per cent. of ChrysalisC's issued ordinary share capital). Valid acceptances have been received inrespect of all of such shares and these acceptances have been included in theacceptances referred to above. Prior to the Offers, 12,000 Chrysalis C Shares(representing approximately 0.1 per cent. of Chrysalis C's issued ordinary sharecapital) were held by a nominee company owned by Smith & Williamson HoldingsLimited on behalf of a discretionary fund management client: a valid acceptancehas been received in respect of all of such shares and this acceptance has beenincluded in the acceptances referred to above. Save as set out herein, neitherChrysalis nor any person acting in concert with Chrysalis held any ChrysalisCompanies Shares (or rights over Chrysalis Companies Shares) prior to thecommencement of the offer period on 22 December 2004 and neither Chrysalis nor,so far as Chrysalis is aware, any person acting in concert with Chrysalis hasacquired or agreed to acquire any Chrysalis Companies Shares since that date. Enquiries: Smith & WilliamsonTel: 020 7637 5377Dr A BasirovDavid Jones Terms used in this announcement shall have the same meaning as those in theOffer Document and Listing Particulars. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offers are being made solely by the OfferDocument and the Forms of Acceptance, which contain the full terms andconditions of the Offers, including details of how the Offers may be accepted. Smith & Williamson Corporate Finance Limited, which is authorised and regulatedin the United Kingdom by the Financial Services Authority, is acting exclusivelyfor Chrysalis VCT plc and no one else in connection with the Offers and will notbe responsible to anyone other than Chrysalis VCT plc for providing theprotections afforded to customers of Smith & Williamson Corporate FinanceLimited nor for providing advice in relation to the Offers or any other matterreferred to herein. The Offers are not being made, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan and the Offer Document and the Forms ofAcceptance are not being, and should not be, mailed or otherwise distributed orsent in or into the United States, Canada, Australia or Japan or any otherjurisdiction if, in the latter case, to do so would constitute a violation ofthe relevant laws in such jurisdiction. The New Chrysalis Shares have not been, and will not be, registered under theUnited States Securities Act of 1933 (as amended) or under any relevantsecurities laws of any state or jurisdiction of the United States, Canada,Australia or Japan and no regulatory clearances in respect of the New ChrysalisShares have been, or will be, applied for in any jurisdiction. Accordingly,unless an exemption under the United States Securities Act of 1933 (as amended)or other relevant securities laws is applicable, the New Chrysalis Shares willnot be, and may not be, offered, sold, resold, delivered or distributed,directly or indirectly, in or into the United States, Canada, Australia or Japanor to, or for the account or benefit of, any United States person or personresident in Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange