Cavendish Plc Regulatory News (CAV)

2 Mar 2005 10:54

Chrysalis VCT PLC02 March 2005 Not for release, distribution or publication, in whole or in part, in or intothe United States, Canada, Australia or Japan 2 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 declared unconditional in all respects Chrysalis announces that, following Admission becoming effective earlier today,the Offers are unconditional in all respects. Consideration payable under the Offers will be paid (in the manner set out inthe Offer Document) by 16 March 2005 to those Chrysalis Companies Shareholdersin respect of whom valid acceptances have been received by today. Considerationin respect of valid acceptances of the Offers received after today will be paidto accepting Chrysalis Companies Shareholders within 14 days of such receipt. The Special Dividends described in the Offer Document will be paid on 16 March2005 to Chrysalis Companies Shareholders on the Chrysalis Companies' registersof members at the close of business on 1 March 2005 (the record date). As a result of the Offers being declared unconditional in all respects,applications will be made to the UKLA for the cancellation of the listing ofChrysalis Companies Shares on the Official List and to the London Stock Exchangefor the cancellation of trading of Chrysalis Companies Shares on its market forlisted securities. It is expected that such cancellations will take effect from28 April 2005. 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