CNCT.L Regulatory News (CNCT)

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

17 August 2011

RECOMMENDED CASH OFFERS

BY

SMITHS NEWS PLC

FOR

DAWSON HOLDINGS PLC

Ordinary Offer Unconditional as to Acceptances

On 7 June 2011, the boards of directors of Smiths News PLC ("Smiths News") and Dawson Holdings PLC ("Dawson Holdings") 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.

Ordinary Offer

As at 3.00 pm (London time) on 16 August 2011, Smiths News had received valid acceptances from Dawson Shareholders in respect of a total of 64,955,708 Dawson Ordinary Shares, representing approximately 90.49 per cent. of the existing issued ordinary share capital of Dawson to which the Ordinary Offer relates. This total includes acceptances received in respect of 16,046,969 Dawson Ordinary Shares (representing approximately 22.4 per cent. of Dawson's existing issued ordinary share capital) which were subject to irrevocable commitments procured by Smiths News.

In accordance with the level of acceptances set out above, Smiths News announces that the Ordinary Offer is now unconditional as to acceptances. The Ordinary Offer will remain open for acceptance until further notice. All other terms and conditions of the Ordinary Offer as set out in the Offer Document shall continue to apply.

B Ordinary Offer

Smiths News confirms that 25,623,586 Dawson B Ordinary Shares, representing 100 per cent. of Dawson's existing issued B ordinary share capital and to which the B Ordinary Offer relates, remain subject to an irrevocable commitment procured by Smiths News from the PPF and will be assented to the B Ordinary Offer shortly in accordance with the terms thereof.

By its announcement on 3 August 2011 Smiths News extended the B Ordinary Offer to 3.00 p.m. on 16 August 2011. Smiths News now announces that the B Ordinary Offer, which remains subject to the terms and conditions which are set out in the Offer Document, has been further extended to 1.00 p.m. (London time) on 30 August 2011.

General

Smiths News confirms that the total number of Dawson Ordinary Shares under options and subject to irrevocable commitments procured by Smiths News is 135,502. Of these, it is anticipated that only 20,000 Dawson Ordinary Shares, being Dawson Ordinary Shares under options under the Dawson Encouraging Executive Share Option Scheme ("EESOS") and representing approximately 0.028 per cent. of Dawson's existing ordinary share capital, will receive an appropriate proposal from Smiths News in accordance with Rule 15 of the Code. Awards of Dawson Ordinary Shares under the EESOS will only be made following the Offers becoming unconditional in all respects. 

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

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.

The existing ordinary share capital of Dawson is 71,779,684.

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.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Dawson or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Dawson and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Dawson or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Dawson or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Dawson or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Dawson and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Dawson or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Dawson and by any offeror and Dealing Disclosures must also be made by Dawson by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.