Condor Gold Regulatory News (CNR)

15 Apr 2005 07:00

Grainger Trust PLC15 April 2005 Not for release, distribution or publication in or into the United States of America, Canada, Japan or Australia. 15 April 2005 Grainger Trust plc Recommended cash offer for City North Group plc Offer declared unconditional in all respects JPMorgan Cazenove, on behalf of Grainger, announces that, as at 3.00 p.m. on 14April 2005, being the first closing date of the Offer, valid acceptances of theOffer had been received in respect of 14,575,835 City North Shares (representingapproximately 69.4 per cent. of the City North Shares to which the Offerrelates). In addition, Grainger owns a further 3,433,350 City North Shares(representing approximately 16.4 per cent. of the City North Shares to which theOffer relates). Accordingly, Grainger either owns or has received validacceptances in respect of 18,009,185 City North Shares (representingapproximately 85.8 per cent. of the City North Shares to which the Offerrelates). Included within the valid acceptances of the Offer are elections for the PartialShare Alternative in respect of 7,955,100 City North Shares (representingapproximately 37.9 per cent. of the City North Shares to which the Offerrelates), of which there have been elections for the Mix and Match Facility inrespect of 6,480,649 City North Shares (representing approximately 30.9 percent. of the City North Shares to which the Offer relates). Condition (a) in Part A of Appendix I of the Offer Document allows Grainger todeclare the Offer unconditional as to acceptances as long as Grainger hasacquired or agreed to acquire (pursuant to the Offer or otherwise) City NorthShares carrying in aggregate more than 50 per cent. of the voting rights. Allother conditions to the Offer have been satisfied or are hereby waived.Accordingly, the Offer is declared unconditional in all respects and will remainopen for acceptance until further notice. The Partial Share Alternative and theMix and Match Facility will remain open until 3.00 p.m. on 28 April 2005 whenthey will be closed. Prior to the announcement of the Offer on 22 March 2005, the Directors andcertain other City North Shareholders irrevocably undertook to accept the Offerin respect of 5,686,879 City North Shares (representing approximately 27.1 percent. of the City North Shares to which the Offer relates). Of these City NorthShares, Grainger has subsequently acquired 2,101,000 City North Shares(representing approximately 10.0 per cent. of the City North Shares to which theOffer relates). Together with other City North Shares acquired during the Offerperiod, Grainger now owns 3,433,350 City North Shares (representingapproximately 16.4 per cent. of the City North Shares to which the Offerrelates). Valid acceptances in respect of the remaining 3,585,879 City NorthShares which were the subject of irrevocable undertakings to accept the Offer(representing approximately 17.1 per cent. of the City North Shares to which theOffer relates) have been included in the level of valid acceptances above. Prior to the announcement of the Offer on 22 March 2005, certain other CityNorth Shareholders confirmed in writing that it was their intention to acceptthe Offer in respect of 1,831,087 City North Shares (representing approximately8.7 per cent. of the City North Shares to which the Offer relates). Validacceptances in respect of these City North Shares have been included in thelevel of valid acceptances above. City North Shareholders who hold City North Shares in certificated form and whohave not yet accepted the Offer are reminded to complete and return their Formof Acceptance as soon as possible. City North Shareholders who hold City NorthShares in uncertificated form and who have not yet accepted the Offer arereminded to take the necessary steps through CREST as soon as possible. The consideration due to City North Shareholders who accept or have accepted theOffer for cash will be despatched by the later of 28 April 2005 and 14 days ofthe date of receipt of an acceptance complete in all respects. With the consentof the Panel, it is expected that the consideration due to City NorthShareholders who accept or have accepted the Partial Share Alternative will bedespatched on 3 May 2005. With the consent of the Panel, it is expected thatthe consideration due to City North Shareholders who make or have made electionsunder the Mix and Match Facility will be despatched on 3 May 2005. Subject to any applicable requirements of the UKLA, Grainger intends to procurethe making of an application by City North to the UKLA for the cancellation ofthe listing of City North Shares on the Official List and to the London StockExchange for the cancellation of admission to trading of City North Shares onits main market for listed securities. Save as disclosed above, no acceptances of the Offer have been received frompersons acting in concert with Grainger and neither Grainger nor any personacting in concert with Grainger held any City North Shares or rights over suchshares prior to the commencement of the Offer period nor have they acquired oragreed to acquire any City North Shares or rights over such shares during theOffer period. The Offer remains subject to the terms and conditions set out in the OfferDocument. The definitions of certain expressions used in this announcement are containedin the Offer Document dated 24 March 2005. Enquiries GraingerRupert Dickinson 020 7795 4700Andrew Cunningham 0191 261 1819 JPMorgan Cazenove 020 7588 2828Richard CottonRoger Clarke JPMorgan Cazenove, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for Grainger and for no one else in connectionwith the Offer and will not be responsible to anyone other than Grainger forproviding the protections afforded to clients of JPMorgan Cazenove or forproviding advice in relation to the Offer or any matter referred to herein or inthe Offer Document. 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 and the Form of Acceptance. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the law of the relevant jurisdiction. Such persons should informthemselves about and observe any applicable requirements. The Offer will not be made, directly or indirectly, in or into, or by use of themails, or by any means or instrumentality (including, but not limited to,facsimile transmission or other electronic transmission, telex or telephone) ofinterstate or foreign commerce, or any facilities of a national, state or othersecurities exchange, of the United States, nor will it be made, directly orindirectly, in or into Canada, Australia or Japan and will not be capable ofacceptance by any such use, means, instrumentality or facilities or from withinthe United States, Canada, Australia or Japan. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise distributed orsent in or into or from, the United States, Canada, Australia or Japan. This announcement is not an offer of securities for sale in the United Statesand the New Grainger Shares have not been, and will not be, registered under theUnited States Securities Act of 1933, as amended, or under the securities lawsof any jurisdiction of the United States; the relevant clearances have not beenobtained and will not be obtained from the securities commission of any provinceor territory of Canada; no prospectus in relation to the New Grainger Shares hasbeen, or will be, lodged with or registered by the Australian Securities &Investments Commission; nor have any steps been taken to enable the New GraingerShares to be offered in Japan in compliance with applicable securities laws ofJapan. Accordingly, the New Grainger Shares may not be offered, sold, resold ordelivered directly or indirectly in or into the United States, Canada, Australiaor Japan or any other country outside the UK where to do so would lead to abreach of any legal or regulatory requirement. The directors of Grainger accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofGrainger (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement is in accordance with the factsand 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