Condor Gold Regulatory News (CNR)

29 Apr 2005 07:00

Grainger Trust PLC29 April 2005 Not for release, distribution or publication in or into the United States of America, Canada, Japan or Australia. 29 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 28April 2005 valid acceptances of the Offer had been received in respect of16,195,512 City North Shares (representing approximately 77.1 per cent. of theCity North Shares to which the Offer relates). In addition, Grainger owns afurther 3,433,350 City North Shares (representing approximately 16.4 per cent.of the City North Shares to which the Offer relates). Accordingly, Graingereither owns or has received valid acceptances in respect of 19,628,862 CityNorth Shares (representing approximately 93.5 per cent. of the City North Sharesto which the Offer relates). Included within the valid acceptances of the Offer are elections for the PartialShare Alternative in respect of 8,415,992 City North Shares (representingapproximately 40.1 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 6,642,455 City North Shares (representing approximately 31.6 percent. of the City North Shares to which the Offer relates). As announced on 15 April 2005, the Partial Share Alternative and Mix and MatchFacility have now closed. Grainger's announcement of 22 March 2005 stated thata maximum of 5,088,583 New Grainger Shares will be issued pursuant to thePartial Share Alternative and the Mix and Match Facility. Elections for thePartial Share Alternative will be met in full such that Accepting City NorthShareholders receive 0.2423 New Grainger Shares for each City North Share held.Total elections for the Partial Share Alternative and Mix and Match Facilityhave exceeded the maximum number of New Grainger Shares to be issued.Accordingly, elections to receive additional New Grainger Shares pursuant to theMix and Match Facility will be scaled down on a pro rata basis. City NorthShareholders who validly elected to receive additional New Grainger Sharespursuant to the Mix and Match Facility will receive 0.701375 Grainger Shares and9.48 pence in cash per City North Share and so in proportion for any othernumber of City North Shares. Fractions of New Grainger Shares will not be issuedor allotted to accepting City North Shareholders and, accordingly, fractionalentitlements to New Grainger Shares will be rounded down and paid in cash. When valid acceptances have been received in respect of more than 90 per cent.of the City North Shares to which the Offer relates, Grainger intends to applythe provisions of sections 428-430F of the Companies Act 1985 to acquirecompulsorily all outstanding City North Shares on the terms of the Offer.Accordingly, Grainger will in due course be posting formal notices pursuant tosection 429(4) of the Companies Act 1985 to those City North Shareholders whohave not yet validly accepted the Offer. The Offer will be extended until further notice. City North Shareholders whohold City North Shares in certificated form and who have not yet accepted theOffer are reminded to complete and return their Form of Acceptance as soon aspossible. City North Shareholders who hold City North Shares in uncertificatedform and who have not yet accepted the Offer are reminded to take the necessarysteps through CREST as soon as possible. The consideration due to City North Shareholders who have accepted the Offer forcash will be despatched 14 days after the date of receipt of an acceptancecomplete in all respects. 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